SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
DIRECTV GROUP, INC.
(FORMERLY HUGHES ELECTRONICS CORPORATION)
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
444418 10 7
(CUSIP Number)
Lawrence A. Jacobs, Esq.
News Corporation
1211 Avenue of the Americas
New York, New York 10036
(212) 852-7000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 19, 2005
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is
the subject of this Schedule 13D, and is filing this schedule because of Rule
13d-1(e), 13d-1(f) or
13d-1(g), check the following box.
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person's
initial filing on
this form with respect to the subject class of securities, and for any
subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject
to all other provisions of the Act
(however, see the notes).
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
News Corporation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ?
(b) ?
3
SEC USE ONLY
4
SOURCE OF FUNDS
Not Applicable
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
?
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number Of
Shares
Beneficially
Owned By
Each
Reporting
Person
7 SOLE VOTING POWER
470,420,752
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
470,420,752
10 SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
470,420,752
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
?
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 33.9%
14
TYPE OF REPORTING PERSON
CO
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Fox Entertainment Group, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ?
(b) ?
3
SEC USE ONLY
4
SOURCE OF FUNDS
Not Applicable
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
?
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number Of
Shares
Beneficially
Owned By
Each
Reporting
Person
7 SOLE VOTING POWER
470,420,752
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
470,420,752
10 SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
470,420,752
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
?
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 33.9%
14
TYPE OF REPORTING PERSON
CO
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)
Pursuant to Section 13(d) of the Securities Exchange Act of 1934
in respect of
DIRECTV GROUP, INC. (FORMERLY HUGHES ELECTRONICS CORPORATION)
Introductory Statement
This Amendment No. 2 to the Statement on Schedule 13D
relates to the Common Stock,
par value $0.01 per share ("Common Stock"), of DIRECTV Group, Inc.,
a Delaware
corporation (the "Issuer"). This Amendment amends and supplements
(a) the Statement
originally filed on December 24, 2003
by The News Corporation Limited ("TNCL"),
K. Rupert Murdoch and Fox Entertainment Group, Inc.
("FEG" or "Old Fox")
(the "Initial Schedule 13D") and (b) the Amendment No. 1 to
the Initial Schedule 13D
filed on November 12, 2004 by News Corporation
and FEG ("Amendment No. 1" and
collectively with the Initial Schedule 13D and
this Amendment No. 2, this "Statement").
Unless otherwise defined herein, capitalized
terms used herein shall have the meanings
ascribed thereto in the Initial Schedule 13D
or Amendment No. 1, as applicable.
This statement is filed in connection with a transaction in
which News Corporation
("News Corporation"), through its direct wholly owned
subsidiary Fox Entertainment
Group, Inc. (f/k/a Fox Acquisition Corp)
("New Fox"), acquired all of the outstanding
shares of Old Fox Class A common stock that news Corporation did
not already own
(the "Transaction"). The Transaction was
effected in two parts: (i) an offer by
News Corporation, through
New Fox, to exchange 2.04 shares of News Corporation
Class A common stock, par value
$0.01 per share, for each share of FEG Class A
common stock, par value $0.01 per share,
outstanding, which offer successfully
closed at midnight on
March 18, 2005, and (ii)
a "short form" merger of FEG with and into New Fox, which merger
was effected on March 21, 2005.
Item 2. Identity and Background.
Item 2 is amended and restated in its entirety to read as follows:
This Statement is being filed by (i) News Corporation,
a Delaware corporation
with its principal executive offices located at
1211 Avenue of the Americas, New York,
New York 10036, and (ii) New Fox, a Delaware corporation,
with its principal executive
offices at 1211 Avenue of the Americas, New York, New York 10036.
"
News Corporation and New Fox are referred to herein
collectively as the "Reporting Persons."
The name, residence or business address, principal occupation or
employment and the name, principal
business, and address of any corporation or other organization in which
such employment is
conducted with respect to each director and executive officer
of the Reporting Persons
are set forth in Schedule I attached hereto,
which is incorporated herein by reference.
To the knowledge of the Reporting Persons,
each of the persons named on
Schedule I (the "Schedule I
Persons") is a United States citizen unless otherwise indicated.
News Corporation is a diversified international
media and entertainment company
with operations in eight industry segments,
including 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, the United
Kingdom, Italy, Asia, Australia and the Pacific
Basin.
New Fox, a direct wholly owned subsidiary of
News Corporation, is principally engaged
in the development, production and worldwide
distribution of feature films and
television programs, television broadcasting
and cable network programming.
During the last five years, none of the Reporting Persons
or, to the best of the knowledge
of the Reporting Persons, none of the Schedule I Persons
has (i) been convicted in a
criminal proceeding (excluding minor traffic
violations or similar misdemeanors), or
(ii) been a party to a civil proceeding of a judicial
or administrative body of competent
jurisdiction a result of which it was or is subject
to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The following sentence is added to the end of the second
paragraph of Item 3:
As a result of the Transaction, FEG became the
direct wholly owned subsidiary
of News Corporation.
Item 4. Purpose of Transaction.
Item 4 is amended and restated to read in its entirety as follows:
This statement is filed in connection with the
Transaction,
pursuant to which, FEG,
a previous reporting person
hereunder, was merged with and into New Fox, a direct
wholly owned subsidiary of News Corporation.
Prior to the Transaction, FEG was a
reporting person because it was the record
owner of the Issuer's securities. Following
the Transaction, New Fox is the record owner of the Issuer's securities
with News Corporation remaining as
the ultimate parent corporation.
See Items 3 and 6, which are incorporated by reference herein.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and restated to read in its entirety as follows:
New Fox is the record and beneficial owner of
an aggregate of 470,420,752 shares
of Common Stock, representing a 33.9% interest
in the Issuer ("New Fox Owned Shares").
For purposes of computing the percentage of beneficial
ownership of the Reporting
Persons, the total number of shares of Common Stock
considered to be outstanding is 1,385,848,330.
Other than as stated herein, no transactions were effected by
the Reporting Persons in the Common Stock
during the 60 days preceding the date hereof.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in
this statement is true, complete and correct.
Dated: March 22, 2005
NEWS CORPORATION
By:
/s/ [__________]
Name:
Lawrence A Jacobs
Title:
Senior Executive Vice President and Group General
Counsel
Dated: March 22, 2005
FOX ENTERTAINMENT GROUP, INC.
By:
/s/ [_________]
Name:
Lawrence A. Jacobs
Title:
Senior Executive Vice President, General Counsel
SCHEDULE I
Schedule I is hereby amended and restated to
read in its entirety as follows:
The name, business address and present principal
occupation or employment of each of
the executive officers and directors of the Reporting Persons:
NEWS CORPORATION
Peter Barnes
Director, News Corporation
1211 Avenue of the Americas
New York, NY 10036
Chase Carey
President and CEO, The DIRECTV Group, Inc.
Director, News Corporation
1211 Avenue of the Americas
New York, NY 10036
Peter Chernin
Director, President and Chief Operating Officer, News Corporation
c/o Fox Entertainment Group, Inc.
10201 West Pico Blvd.
Los Angeles, CA 90035
Ken Cowley(1)
Chairman, Independent Newspapers Ltd.
Director, News Corporation
c/o The News Corporation Limited
2 Holt Street
Surry Hills, NSW 2010
Australia
David F. DeVoe
Director, Sr. Exec. Vice President and Chief
Financial Officer, News Corporation
1211 Avenue of the Americas
New York, NY 10036
Viet Dinh
Professor of Law, Georgetown University
Director, News Corporation
1211 Avenue of the Americas
New York, NY 10036
Rod Eddington(2)
CEO, British Airways plc
Director, News Corporation
1211 Avenue of the Americas
New York, NY 10036
Lawrence A. Jacobs
Executive Vice President and Group
General Counsel, News Corporation
1211 Avenue of the Americas
New York, NY 10036
Andrew Knight(2)
Non-Executive Director, Rothschild
Investment Trust Capital Partners plc
Director, News Corporation
1211 Avenue of the Americas
New York, NY 10036
K. Rupert Murdoch
Chairman and Chief Executive Officer, News Corporation
1211 Avenue of the Americas
New York, NY 10036
Lachlan K. Murdoch
Director and Deputy Chief Operating Officer,
News Corporation
1211 Avenue of the Americas
New York, NY 10036
John Nallen
Executive Vice President, Deputy Chief
Financial Officer, News Corporation
1211 Avenue of the Americas
New York, NY 10036
Thomas J. Perkins
Principal, Kleiner Perkins Caulfield & Byers
Director, News Corporation
1211 Avenue of the Americas
New York, NY 10036
Stanley S. Shuman
Managing Director, Allen & Company LLC
Director, News Corporation
1211 Avenue of the Americas
New York, NY 10036
Arthur M. Siskind
Director and Senior Advisor to the
Chairman, News Corporation
1211 Avenue of the Americas
New York, NY 10036
John L. Thornton
Professor of Global Leadership,
Tsinghua University of Beijing
Director, News Corporation
1211 Avenue of the Americas
New York, NY 10036
1
Citizen of Australia
2
Citizen of the United Kingdom
FOX ENTERTAINMENT GROUP, INC.
K. Rupert Murdoch
Chairman and Chief Executive Officer, News Corporation
Chairman and Chief Executive Officer,
Fox Entertainment Group, Inc.
1211 Avenue of the Americas
New York, NY 10036
Peter Chernin
Director, President and Chief
Operating Officer, News Corporation
Director, President and Chief
Operating Officer, Fox Entertainment Group, Inc.
1211 Avenue of the Americas
New York, NY 10036
David F. DeVoe
Director, Senior Executive Vice President
and Chief Financial Officer, News Corporation
Director, Senior Executive Vice President
and Chief Financial Officer, Fox Entertainment Group, Inc.
1211 Avenue of the Americas
New York, NY 10036
Lachlan K. Murdoch
Director and Deputy Chief Operating Officer,
News Corporation
Director, Senior Executive Vice President
and Deputy Chief Operating Officer, Fox Entertainment Group, Inc.
1211 Avenue of the Americas
New York, NY 10036
Lawrence A. Jacobs
Executive Vice President and
Group General Counsel, News Corporation
Director, Senior Executive Vice
President and General Counsel, Fox Entertainment Group, Inc.
1211 Avenue of the Americas
New York, NY 10036
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