FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Special
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of May 2003 (May 7, 2003)
THE NEWS CORPORATION LIMITED
(Name of Registrant)
2 Holt Street, Sydney, New South Wales, 2010, Australia
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F
Form 20-F X Form 40-F
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing
the information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934
Yes No X
If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b): Not Applicable
This Special Report is incorporated by reference in the prospectus
contained in Registration Statement Nos. 33-43799, 33-46196,
33-50222, 33-62008, 33-71446, 33-81272, 33-86358, 33-89584,
33-90188, 33-91626, 33-94866, 333-4962, 333-6188, 333-6190,
333-6324, 333-6896, 333-7466, 333-8744, 333-9112, 333-9114,
333-9204, 333-9206, 333-9530, 333-10168, 333-10338, 333-10624
and 333-13556 filed by the Registrant under the Securities Act
of 1933.
In connection with the proposed acquisition of an interest in
Hughes Electronics Corporation by The News Corporation Limited
("News"), News, certain subsidiaries of News and Fox Entertainment
Group, Inc. ("FEG") have entered into a Transfer Agreement which
is annexed hereto as Exhibit A and incorporated by reference herein.
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, thereunto duly authorized.
THE NEWS CORPORATION LIMITED
Date: May 7, 2003 By: /s/ Arthur M. Siskind
Arthur M. Siskind
Director
EXHIBIT INDEX
Exhibit Page No. in Sequential
Numbering System
A. Transfer Agreement between News,
certain subsidiaries of News and FEG. 6
EXHIBIT A
TRANSFER AGREEMENT
TRANSFER AGREEMENT dated as of April 9, 2003 (the "Agreement"),
among The News Corporation Limited, an Australian corporation
("News"), News Publishing Australia Limited, a Delaware corporation
and a wholly owned subsidiary of News ("NPAL"), News America
Incorporated, a Delaware corporation and a wholly owned subsidiary
of News ("NAI"), FEG Holdings, Inc., a Delaware corporation and
a wholly owned subsidiary of News ("FEGH") and Fox Entertainment
Group, Inc., a Delaware corporation ("FEG").
WHEREAS, FEG desires to acquire such number of shares of common
stock (the "Hughes Shares") of Hughes Electronics Corporation,
a Delaware corporation ("Hughes"), that will result in FEG or
its subsidiaries owning 34% of the aggregate number of issued
and outstanding Hughes Shares following the consummation of
the transactions contemplated by the parties;
WHEREAS, (i) News, General Motors Corporation ("GM") and Hughes
have entered into a Stock Purchase Agreement dated as of April
9, 2003 (the "Purchase Agreement") pursuant to which GM will sell
to News or a subsidiary of News approximately 19.9% of the currently
issued and outstanding Hughes Shares, and (ii) News, a subsidiary
of News and Hughes have entered into an Agreement and Plan of Merger
dated as of April 9, 2003 (the "Merger Agreement", and together with
the Purchase Agreement, the "Acquisition Agreements") pursuant to which,
following the consummation of the merger contemplated thereby and the
transactions contemplated by the Purchase Agreement, News will
beneficially own 34% of the aggregate number of issued and outstanding
Hughes Shares; the aggregate consideration to be paid by News pursuant
to the Purchase Agreement will be paid in the form of cash, or at News'
option, subject to the terms of the Purchase Agreement, up to 20% of
the amount of such consideration in the form of American Depositary
Shares representing Preferred Limited Voting Ordinary Shares of News
("Preferred ADSs")) and the aggregate consideration to be paid by
News pursuant to the Merger Agreement will be paid, at the election
of News, and subject to the terms of the Merger Agreement, either in
Preferred ADSs or cash, or a combination thereof;
WHEREAS, News will designate NPAL as the "Qualified Subsidiary" to
acquire Hughes Shares under the Purchase Agreement, and NPAL will
acquire the additional Hughes Shares to be received under the Merger
Agreement;
WHEREAS, immediately following the consummation of the transactions
contemplated by the Acquisition Agreements, (i) NPAL will transfer
the Hughes Shares to NAI, (ii) NAI will transfer the Hughes Shares
to FEGH, and (iii) FEGH will transfer the Hughes Shares to FEG or a
subsidiary of FEG; and
WHEREAS, (i) in consideration of the transfer and assignment of
the Hughes Shares from NPAL to NAI, NAI has agreed to issue to
NPAL common shares of NAI having a fair market value equal to
the Aggregate Consideration, (ii) NAI will contribute the Hughes
Shares to the capital of FEGH and (iii) in consideration of the
transfer and assignment of the Hughes shares from FEGH to FEG or
a subsidiary of FEG, FEG has agreed to issue, and FEGH has agreed
to accept, a promissory note of FEG and shares of Class A Common
Stock, par value $.01 per share, of FEG (the "Class A Common Stock")
having, in the aggregate, a fair market value equal to the Aggregate
Consideration.
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. Transfer. At the date of the closing under the Acquisition
Agreements or as soon thereafter as may be practicable (the "Closing";
the date of the Closing, the "Closing Date"), (i) NPAL shall transfer
and assign the Hughes Shares to NAI, (ii) NAI shall contribute the Hughes
Shares to FEGH, and (iii) FEGH shall transfer and assign, or cause
the transfer and assignment of, the Hughes Shares (the "Transfer")
to FEG or a subsidiary thereof.
2. Consideration.
(a) In consideration for the transfer and assignment of the Hughes
Shares from NPAL to NAI as set forth in Section 1 hereof, NAI shall
issue to NPAL, on the Closing Date, shares of common stock of NAI
having a value as of the date hereof equal to the Aggregate
Consideration (or such other amount as may be agreed to by NAI
and NPAL). As used herein, the term "Aggregate Consideration" shall
mean the number of Hughes Shares owned by News or its subsidiaries
immediately following the Closing, multiplied by $14 per share.
(b) The parties hereto agree that, immediately upon the transfer
of the Hughes Shares to NAI, NAI will contribute the Hughes Shares
to the capital of FEGH.
(c) In consideration for the transfer and assignment of the Hughes
Shares from FEGH to FEG or a subsidiary of FEG, FEG shall issue
to FEGH (1) two promissory notes (the "Notes") in the form of
Exhibits A-1 and A-2 hereto, in the aggregate principal amount of
four billion five hundred million dollars ($4,500,000,000) (the
"Note Principal") and (2) such number of shares of Class A Common
Stock of FEG (the "FEG Stock") as is equal to the Aggregate Consideration
less the Note Principal, divided by $27.99 per share (the agreed
value of each share of Class A Common Stock of FEG for the purposes
of this Agreement).
3. Representations; Warranties and Agreements.
3.1 Each of the parties hereto hereby represents and warrants
that it has all requisite power and authority (corporate or otherwise)
to execute and deliver and perform its obligations under this Agreement.
The execution and delivery of this Agreement and the Note and the
performance of the obligations contemplated hereby have been duly
and validly authorized by all requisite corporate action on the
part of each of the parties hereto, except to the extent that
stockholder approval may be required pursuant to the applicable
rules of the NYSE. To the extent that such stockholder approval
is required, the parties shall use their diligent best efforts
to obtain such approval as promptly as may be practicable.
3.2 FEG represents and warrants to FEGH that (i) it is
acquiring the Hughes Shares for investment and not with a
view to distribution, and (ii) upon issuance, the shares of
FEG Stock to be issued to FEGH pursuant hereto will be duly
and validly issued, fully paid and nonassessable.
3.3 News represents and warrants to FEG that (i) FEGH is
acquiring the FEG Stock for investment and not with a view to
distribution, and (ii) the Hughes Shares that News delivers
to, or causes to be delivered to, FEG pursuant hereto will be
duly and validly issued, fully paid and nonassessable.
3.4 FEG hereby agrees that:
(a) in the event that the acquisition of any or all of
the Hughes Shares does not occur for any reason, neither
News nor any of its subsidiaries shall have any liability
or obligation whatsoever to FEG; and
(b) the number of shares of Class A Common Stock that
FEG will deliver to FEGH shall be adjusted from time to
time for any stock splits, recapitalizations, reorganizations
or similar changes to the capital structure of FEG.
(c) Any cash received by FEG or its subsidiaries pursuant
to the transactions contemplated hereby shall be subject to
such terms as FEG and News may agree upon.
3.5 NAI hereby agrees that:
(a) in the event that the acquisition of any or all of
the Hughes Shares does not occur for any reason, neither
News nor any of its subsidiaries shall have any liability
or obligation whatsoever to NAI; and
(b) the number of shares of Common Stock that NAI will
deliver to NPAL shall be adjusted from time to time for
any stock splits, recapitalizations, reorganizations or
similar changes to the capital structure of NAI.
3.6 News hereby agrees that from the date hereof until
the Closing Date it will not amend, modify or waive the terms
of the Transaction Documents (as defined in Section 3.8 hereof)
or take, or agree to take, any other action that in any way
could reasonably be likely to have a material adverse effect
on (i) the number of Hughes Shares that FEG or NAI are to
receive pursuant to this Agreement or the value thereof, (ii)
the rights or the obligations of FEG as a stockholder of
Hughes following the Closing Date, (iii) the operation of
Hughes following the Closing Date, or (iv) the rights or
the obligations of FEG under Sections 3.8 or 3.11 hereof,
without the written consent of FEG and NAI, as the case
may be.
3.7 The parties hereto hereby acknowledge and agree
that the obligations of the parties under the Acquisition
Agreements and this Agreement, and the consummation of the
transactions contemplated hereunder and thereunder, are
subject to obtaining all necessary board of directors,
shareholder and regulatory approvals.
3.8 FEG hereby assumes and agrees to duly perform,
without further consideration, all of the obligations
required to be performed pursuant to the covenants
contained in the Acquisition Agreements and the
agreements and arrangements referred to therein or
contemplated thereby (collectively, the "Transaction
Documents"), except to the extent that (i) such covenants
can only be effectively performed by News or another of
its affiliates (other than FEG and its subsidiaries) (the
"News Covenant Obligations") or (ii) such covenants impose
duties or obligations on FEG arising from any breach of the
representations or warranties by News under the Transaction
Documents (the "News Representation Obligations" and together
with the News Covenant Obligations, the "News Obligations").
News hereby covenants and agrees with FEG to duly perform,
without additional consideration, the News Covenant Obligations.
Nothing herein shall be deemed to constitute any assumption
by FEG of any obligation for FEG to cause News to perform any
of News Covenant Obligations.
3.9 News hereby agrees to assign to FEG, effective the
Closing Date, any and all rights of News or its affiliates
pursuant to the Transaction Documents, including, without
limitation, the rights pf News and its affiliates pursuant
to Sections 13.1 and 13.3 of the Purchase Agreement.
3.10 News and FEG hereby agree that FEG shall pay, or
shall promptly upon demand reimburse News for, all
transactional costs, fees and expenses (including, without
limitation, all advisory fees, investment banker fees and
registration expenses) incurred or required to be paid in
connection with the negotiation, execution, delivery and
performance of the Transaction Documents and the transactions
contemplated thereby, other than the costs related to the
obtaining of a fairness opinion by News.
3.11 FEG hereby agrees to pay on behalf of News (or if
News has made a payment with respect thereto promptly to
reimburse News with respect to) any costs, expenses or
other indemnity obligations arising out of the Transaction
Documents, including without limitation, all costs and
expenses pursuant to Section 13.2 of the Purchase Agreement,
other than (i) costs, expenses or indemnity obligations
resulting from or arising out of the willful misconduct
or gross negligence of News or its affiliates or agents
(other than FEG and its subsidiaries) or (ii) with respect
to News Obligations. In the event that any party shall assert
any claims under the Transaction Documents with respect to
which FEG may have any liability or obligation hereunder,
including without limitation any claims under Section 13.2
of the Purchase Agreement, News agrees to provide FEG
prompt notice thereof and shall grant FEG, to the extent
practicable, the right to direct the manner in which News
shall respond to any such claims.
4. Further Assurances and Cooperation. The parties
shall duly execute and deliver, or cause to be duly executed
and delivered such further instruments and documents and to
take all such further action as may be necessary or proper
to carry out the provisions and purposes of this Agreement,
and shall cooperate with each other in order to permit the
consummation of the transactions contemplated by the Acquisition
Agreements.
5. Amendments. The terms and provisions of this Agreement
may not be modified or amended except pursuant to a written
instrument executed by each of the parties hereto.
6. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of
New York.
7. Counterparts; Facsimile Signatures. This Agreement
may be executed in any number of counterparts, and each such
counterpart hereof shall be deemed to be an original instrument,
but all such counterparts taken together shall constitute but
one agreement. Facsimile counterpart signatures to this
Agreement shall be acceptable and binding.
* * * *
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.
THE NEWS CORPORATION LIMITED
By:/s/ Arthur M. Siskind
Name: Arthur M. Siskind
Title: Director
NEWS PUBLISHING AUSTRALIA LIMITED
By: /s/ Arthur M. Siskind
Name: Arthur M. Siskind
Title: Senior Executive Vice President and
General Counsel
FEG HOLDINGS, INC.
By: /s/ Arthur M. Siskind
Name: Arthur M. Siskind
Title: Senior Executive Vice President
FOX ENTERTAINMENT GROUP, INC.
By: /s/ Arthur M. Siskind
Name: Arthur M. Siskind
Title: Senior Executive Vice President and
General Counsel
NEWS AMERICA INCORPORATED
By: /s/ Arthur M. Siskind
Name: Arthur M. Siskind
Title: Senior Executive Vice President and
General Counsel