SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 14)*
NEWS CORPORATION
(Name of Issuer)
Class B Common Stock
(Title of Class of Securities)
65248E203
(CUSIP Number)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
X Rule 13d-1(d)
*
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 the
disclosures provided in a prior cover page.
The information required in 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 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/I.R.S. Identification
Nos. of Above Persons
Cruden Financial Services LLC
2
Check the Appropriate Box if a Member of a Group
(a)
(b) X
3
SEC Use Only
4
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with
5 Sole Voting Power
297,280,548*
6 Shared Voting Power
-0-
7 Sole Dispositive Power
297,280,548*
8 Shared Dispositive Power
-0-
9
Aggregate Amount Beneficially Owned by Each
Reporting Person
297,280,548 (all of which are owned directly
by the AE Harris Trust)
10
Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares
Not Applicable
11
Percent of Class Represented by Amount in Row 9
28.5% - See Item 4
12
Type of Reporting Person
CO
* Cruden Financial Services LLC
is the sole trustee of the AE Harris Trust,
the owner of the securities.
1
Name of Reporting Persons/I.R.S. Identification
Nos. of Above Persons
AE Harris Trust
2
Check the Appropriate Box if a Member of a Group
(a)
(b) X
3
SEC Use Only
4
Citizenship or Place of Organization
Nevada
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with
5 Sole Voting Power
297,280,548*
6 Shared Voting Power
-0-
7 Sole Dispositive Power
297,280,548*
8 Shared Dispositive Power
-0-
9
Aggregate Amount Beneficially Owned by
Each Reporting Person
297,280,548*
10
Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares
Not Applicable
11
Percent of Class Represented by Amount in Row 9
28.5% - See Item 4
12
Type of Reporting Person
OO
* The AE Harris Trust acts through
its trustee, Cruden Financial Services LLC.
1
Name of Reporting Persons/I.R.S. Identification Nos. of Above Persons
K. Rupert Murdoch
2
Check the Appropriate Box if a Member of a Group
(a)
(b) X
3
SEC Use Only
4
Citizenship or Place of Organization
United States of America
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with
5 Sole Voting Power
10,667,129
6 Shared Voting Power
297,280,548*
7 Sole Dispositive Power
10,667,129
8 Shared Dispositive Power
297,280,548*
9
Aggregate Amount Beneficially Owned by
Each Reporting Person
307,947,677
10
Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares
Not Applicable
11
Percent of Class Represented by Amount in Row 9
29.5% - See Item 4
12
Type of Reporting Person
IN
* Represents Shares owned by the AE Harris
Trust which acts through its trustee, Cruden Financial Services
LLC. See Item 4.
This statement relates to the beneficial ownership
of securities of News Corporation
(the "Company" or "Issuer") by
AE Harris Trust (the "Harris Trust"),
Cruden Financial Services LLC (the trustee of the Harris Trust, "Cruden
Financial Services"), and by K. Rupert Murdoch,
and further amends the previously filed statements on Schedule
13G. This statement is being filed to reflect
the dissolution of CFS 2 LLC, a former trustee of the Harris Trust and a
previous reporting person hereunder, and to reflect that the Murdoch
Interests Agreement dated October 7, 2004 has
been terminated.
Item 1
(a).
Name of Issuer:
News Corporation
(b).
Address of Issuer's Principal Executive Offices:
1211 Avenue of the Americas
New York, NY 10036
Item 2
(a).
Name of Person Filing:
Cruden Financial Services LLC
AE Harris Trust
K. Rupert Murdoch
(b).
Address of Principal Office or, if none,
Residence:
Cruden Financial Services LLC
c/o McDonald Carano Wilson LLP
100 W. Liberty Street
10th Floor
Reno, NV
89501
AE Harris Trust
c/o McDonald Carano Wilson LLP
100 W. Liberty Street
10th Floor
Reno, NV
89501
K. Rupert Murdoch
1211 Avenue of the Americas
New York, New York 10036
(c).
Citizenship:
Cruden Financial Services LLC is formed
under the laws of Delaware.
AE Harris Trust is governed by the laws of
Nevada.
Mr. Murdoch is a United States citizen.
(d).
Title of Class of Securities:
News Corporation Class B Common Stock
("Shares")
(e).
CUSIP Number:
65248E203
Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b)
or 13d-2(b) or (c), Check Whether the
Person Filing is a:
Not Applicable.
Item 4.
Ownership:
Cruden Financial Services LLC
(a)
Amount Beneficially Owned: 297,280,548
(b)
Percent of Class: 28.5% - See below
(c)
Number of Shares as to which such person has:
(i)
sole power to vote or to direct the vote: 297,280,548*
(ii)
shared power to vote or to direct the vote: 0
(iii)
sole power to dispose or to direct the disposition of: 297,280,548*
(iv)
shared power to dispose or to direct the disposition of: 0
* Cruden Financial Services LLC is the sole
trustee of the AE Harris Trust, the owner
of the securities.
Harris Trust
(a)
Amount Beneficially Owned: 297,280,548
(b)
Percent of Class: 28.5% - See below
(c)
Number of Shares as to which such person has:
(i)
sole power to vote or to direct the vote: 297,280,548*
(ii)
shared power to vote or to direct the vote: 0
(iii)
sole power to dispose or to direct the disposition of: 297,280,548*
(iv)
shared power to dispose or to direct the disposition of: 0
* The Harris Trust acts through its trustee, Cruden Financial Services LLC.
K. Rupert Murdoch
(a)
Amount Beneficially Owned: 307,947,677
(b)
Percent of Class: 29.5% - See below
(c)
Number of Shares as to which such person has:
(i)
sole power to vote or to direct the vote: 10,667,129
(ii)
shared power to vote or to direct the vote: 297,280,548*
(iii)
sole power to dispose or to direct the disposition of: 10,667,129
(iv)
shared power to dispose or to direct the disposition of: 297,280,548*
* Represents Shares owned by the Harris Trust which
acts through its trustee, Cruden
Financial Services LLC.
As of April 26, 2005, Cruden Financial Services
was the beneficial owner of 297,280,548 Shares,
constituting
approximately 28.5% of the total number of
outstanding Shares at such date. All of the 297,280,548
Shares
beneficially owned by Cruden Financial Services are also
beneficially owned by the Harris Trust.
Cruden Financial
Services has the power to vote and to dispose or
direct the vote and disposition of the
Shares owned by the Harris
Trust. Cruden Financial Services,
the sole trustee
of the Harris Trust, is a Delaware
limited liability company with
eight directors, of which certain directors
have been designated by K. Rupert Murdoch.
As of April 26, 2005, the Harris Trust
was the beneficial owner of 297,280,548 Shares,
constituting approximately
28.5% of the total number of outstanding Shares at
such date. The Harris Trust is a trust governed by
Nevada law
whose trustee is Cruden Financial Services. Cruden
Financial Services, as sole trustee, has
the power to vote and to
dispose or direct the vote and disposition
of the Shares owned by the Harris Trust.
As of April 26, 2005, K. Rupert Murdoch was
the beneficial owner of 307,947,677
Shares, constituting
approximately 29.5% of the total number of
outstanding Shares at such date. Of the
307,947,677 Shares beneficially
owned by K. Rupert Murdoch, 297,280,548
of such Shares are
directly owned by the Harris Trust.
Cruden Financial
Services has the power to vote and
to dispose or
direct the vote and disposition of
the Shares owned by the Harris
Trust. As a result of Mr. Murdoch's ability
to appoint certain members of the board of
directors of Cruden Financial
Services, the corporate trustee of the Harris
Trust, Mr. Murdoch may be deemed the
beneficial owner of the Shares
beneficially owned by the Harris Trust. Mr.
Murdoch, however, disclaims any
beneficial ownership of such Shares.
Item 5.
Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6.
Ownership of More than Five Percent on
Behalf of Another Person:
Not Applicable.
Item 7.
Identification and Classification of the
Subsidiary which Acquired the Security Being
Reported on by the Parent Holding
Company or Control Person:
Not Applicable.
Item 8.
Identification and Classification of Members of the Group:
Not Applicable.
Item 9.
Notice of Dissolution of Group:
Not Applicable.
Item 10(a)
and (b). Certification:
Not Applicable.
SIGNATURE
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: April 27, 2005
CRUDEN FINANCIAL SERVICES LLC
By:
/s/ Arthur M. Siskind
Name: Arthur M. Siskind
Title: Managing Director
Dated: April 27, 2005
AE HARRIS TRUST
By:
/s/ Arthur M. Siskind
Cruden Financial Services LLC,
Trustee
Name: Arthur M. Siskind
Title: Managing Director
Dated: April 27, 2005
Name:
*
K. Rupert Murdoch
* By:
/s/ Arthur M. Siskind
Arthur M. Siskind
Attorney-in-Fact
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