UNITED
STATES |
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): March 22, 2005 (March 21, 2005) |
______________ |
NEWS CORPORATION |
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) |
______________ |
Delaware | 000-32352 | 26-0075658 |
(STATE OR OTHER JURISDICTION OF INCORPORATION) |
(COMMISSION FILE NUMBER) | (IRS EMPLOYER IDENTIFICATION NO.) |
1211 Avenue of the Americas, New York, New York 10036 |
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) |
(212) 852-7000 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE} |
NOT APPLICABLE |
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) |
______________ |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 2.01 | COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. |
On March 21, 2005, News Corporation announced that it completed its previously announced acquisition of Fox Entertainment Group, Inc.s (Fox) Class A common stock that News Corporation did not already own. |
In a short-form merger of Fox with and into News Corporations wholly owned subsidiary, Fox Acquisition Corp, each share of Fox Class A common stock, other than those owned by News Corporation or its subsidiaries, was converted into 2.04 shares of News Corporation Class A common stock, subject to the rights of stockholders to seek appraisal under Delaware law. |
News Corporation previously announced that it had been advised by the exchange agent for its previously announced exchange offer that a total of 414,889,385 shares of Fox Class A common stock were tendered in the exchange offer (including shares subject to guarantees of delivery), which expired at 12:00 Midnight, New York City time, on March 18, 2005, and that all such shares were accepted for exchange. |
A copy of the press release announcing the completion of the exchange offer and short-form merger is attached hereto as exhibit 99.1. |
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(c) Exhibits. |
Exhibit Number |
Description |
99.1 | Press release of News Corporation dated March 21, 2005 |
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. |
|
NEWS CORPORATION (REGISTRANT) |
By: | /s/ Lawrence A. Jacobs | |||
|
Name: | Lawrence A. Jacobs | |
Title: |
Senior Executive Vice President and Group General Counsel |
Dated: March 22, 2005 |
EXHIBIT INDEX |
Exhibit Number |
Description |
99.1 | Press release of News Corporation dated March 21, 2005 |