UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 19, 2003 (December 19, 2003)
FOX ENTERTAINMENT GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-14595 95-4066193
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
1211 Avenue of the Americas
New York, New York 10036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 852-7111
Not applicable
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(Former name or former address, if changed since last report)
Item 5: Other Events and Required FD Disclosure.
On December 19, 2003, The News Corporation Limited ("News Corporation"), General
Motors Corporation ("GM") and Hughes Electronics Corporation ("Hughes")
announced that they have received regulatory clearances from the United States
Federal Communications Commission that enable purchase of 34% of Hughes by a
wholly owned subsidiary of News Corporation. At the closing of the transaction,
News Corporation's ownership interest in Hughes will be transferred to Fox
Entertainment Group, Inc.
A copy of the press release released by News Corporation, GM and Hughes is
attached as Exhibit 99.1 to this Report.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibits are being filed herewith:
99.1 Press Release
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 19, 2003
FOX ENTERTAINMENT GROUP, INC.
By: /s/ Lawrence A. Jacobs
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Lawrence A. Jacobs
Senior Vice President
INDEX TO EXHIBITS
99.1 Press Release dated December 19, 2003
Exhibit 99.1
GM, Hughes and News Corp. Receive FCC, DOJ Clearances for Hughes Transactions
NEW YORK- General Motors Corp. (NYSE: GM, GMH), its subsidiary Hughes
Electronics, and The News Corporation Ltd. (NYSE: NWS, NWS.A) announced today
that they have received regulatory clearances from the U.S. Federal
Communications Commission and the U.S. Department of Justice, which enable the
split-off of Hughes from GM and the acquisition by News Corporation of 34
percent of the outstanding common stock of Hughes. The transactions are
expected to be completed in the next several business days.
GM will split off its subsidiary Hughes by distributing Hughes common stock to
the holders of GM Class H common stock in exchange for shares that they own.
In addition, GM will sell its 19.8 percent economic interest in Hughes to News
Corporation. News Corporation will then acquire from the former GM Class H
common stockholders an additional 14.2 percent of the outstanding shares of
Hughes common stock in exchange for News Corporation Preferred American
Depositary Shares (NYSE: NWS.A). The Hughes common stock will be listed on the
New York Stock Exchange under the ticker symbol HS. The interest in Hughes
acquired by News Corp. will be transferred to Fox Entertainment Group (NYSE:
FOX).
News Corporation Chairman and Chief Executive Rupert Murdoch will become
chairman of Hughes, while News Corporation's former co-chief operating
officer, Chase Carey, will become president and chief executive officer of
Hughes. Hughes' Corporate Senior Executive Vice President Eddy Hartenstein
will become vice chairman of Hughes. Mitchell Stern, the former chairman and
chief executive officer of Fox Television Stations and Twentieth Television,
will become president and chief executive officer of DIRECTV.
"We're delighted to have received clearances from the FCC and DOJ and we
intend to close this transaction with GM in the next few days," Murdoch and
Carey said. "Combining Hughes' exceptional knowledge and history of satellite
innovation with News Corporation's and Fox's creative talents and record of
success in satellite television will result in a company with unmatched
entertainment and technological offerings. DIRECTV is already a leader in
satellite television; we want to make it such a compelling service for viewers
that it becomes the logical first choice of all consumers looking for
America's best pay TV. And the conditions, as we understand them from the
public notice, will not adversely affect our future plans for the operation of
the business."
"General Motors is pleased to now move forward to complete these
transactions," GM Chairman and Chief Executive Officer Rick Wagoner said.
"Through its affiliation with News Corporation, one of the world's leading
media and entertainment companies, Hughes expects to strengthen its position
in the digital television market and develop new services and technologies to
expand its business. For GM, these transactions provide about $4.2 billion in
cash and stock to improve GM's overall liquidity and further strengthen its
balance sheet."
At the close of business on December 18, 2003, there were 1,109,270,842 shares
of GM Class H common stock outstanding, and the denominator of the GM Class H
fraction under GM's restated certificate of incorporation, determined as of
such date, was 1,383,590,449.
General Motors, the world's largest vehicle manufacturer, designs, builds and
markets cars and trucks worldwide and has been the global automotive sales
leader since 1931. GM employs about 340,000 people around the world.
Hughes is a world-leading provider of digital television entertainment,
broadband satellite networks and services, and global video and data
broadcasting.
News Corporation is a diversified international media and entertainment
company with operations in eight industry segments: filmed entertainment;
television; cable network programming; direct broadcast satellite television;
magazines and inserts; newspapers; book publishing; and other. The activities
of News Corporation are conducted principally in the United States,
Continental Europe, the United Kingdom, Australia, Asia and the Pacific Basin.
# # #
In connection with the proposed transactions, on August 21, 2003, General
Motors Corporation ("GM"), Hughes Electronics Corporation ("Hughes") and The
News Corporation Limited ("News Corporation") filed definitive materials with
the Securities and Exchange Commission ("SEC"), including a Definitive Consent
Solicitation Statement of GM on Schedule 14A, a Registration Statement of
Hughes on Form S-4 and a Registration Statement of News Corporation on Form
F-4 that contain a consent solicitation statement of GM, a prospectus of
Hughes and a prospectus of News Corporation. Investors and security holders
are urged to read these materials, as well as any other relevant documents
filed or that will be filed with the SEC, as they become available, because
these documents contain or will contain important information. These materials
and other relevant materials (when they become available) and any other
documents filed by GM, Hughes or News Corporation with the SEC, may be
obtained for free at the SEC's website, www.sec.gov. In addition, the
definitive materials contain information about how to obtain
transaction-related documents for free from GM. News Corporation stockholders
may obtain these documents free of charge by directing such request to: News
America Incorporated, 1211 Avenue of the Americas, 7th Floor, New York, New
York 10036, attention: Investor Relations.
This communication shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act
of 1933, as amended.
Materials included in this document contain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that could cause actual results to be materially different
from historical results or from any future results expressed or implied by
such forward-looking statements. The factors that could cause actual results
of GM, Hughes and/or News Corporation to differ materially, many of which are
beyond the control of GM, Hughes or News Corporation include, but are not
limited to, the following: (1) the effects of legislative and regulatory
changes and (2) other risks described from time to time in periodic reports
filed by GM, Hughes or News Corporation with the SEC. Those other risks
relating to Hughes include, but are not limited to the performance of Hughes
satellites. You are urged to consider statements that include the words
"will," "expects," or the negative of those words or other comparable words to
be uncertain and forward-looking. This cautionary statement applies to all
forward-looking statements included in this document.
Contacts:
General Motors
Jerry Dubrowski
212-418-6261 (Office)
917-544-4885 (Mobile)
Hughes Electronics
Bob Marsocci
310-726-4656
News Corporation Ltd.
Nicholas Weinstock
212-852-7157.