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 29, 2003 (December 22, 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 (IRS Employer
incorporation) Number) 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 2: Acquisition or Disposition of Assets.
On December 22, 2003, General Motors Corporation ("GM"), Hughes Electronics
Corporation ("Hughes") and The News Corporation Limited ("News Corporation")
completed the split-off of Hughes from GM and the acquisition by News
Corporation of 34% of the outstanding common stock of Hughes. The acquisition of
the Hughes common stock was effected pursuant to a Stock Purchase Agreement
between News Corporation, Hughes and GM and an Agreement and Plan of Merger by
and among News Corporation, Hughes and GMH Merger Sub, Inc., each dated April 9,
2003, as amended.
Immediately following the acquisition, pursuant to a Transfer Agreement among
News Corporation, News Publishing Australia Limited, News America Incorporated,
FEG Holdings, Inc. and Fox Entertainment Group, Inc. ("FEG"), dated as of April
9, 2003, News Corporation transferred all of the 470,420,752 shares of Hughes
Common Stock it had acquired to FEG in exchange for $4.5 billion in debt and
74,522,705 shares of Class A Common Stock of FEG. FEG is a majority-owned
subsidiary of News Corporation. The issuance by FEG of the Class A Common Stock
to News Corporation increased News Corporation's indirect equity interest in FEG
from approximately 80.6% to approximately 82%. News Corporation's voting power
remains at approximately 97%. The number of shares of FEG Class A Common Stock
issued to News Corporation was determined based on a price of $14 per share of
Hughes Common Stock, the value agreed to by the parties to the Stock Purchase
Agreement, and a price of $27.99 per share of FEG Class A Common Stock, the
value of the Class A Common Stock as agreed to by the parties to the Transfer
Agreement.
A copy of the press release announcing the completion of these transactions
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) Financial Statements of Business Acquired.
The financial statements required by this item are not being filed
herewith. To the extent such information is required by this item,
they will be filed with the Securities and Exchange Commission by
amendment as soon as practicable, but not later than 60 days after
the date on which this Current Report on Form 8-K is required to be
filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this item are not
being filed herewith. To the extent such information is required by
this item, they will be filed with the Securities and Exchange
Commission by amendment as soon as practicable, but not later than
60 days after the date on which this Current Report on Form 8-K is
required to be filed.
(c) Exhibits. The following exhibits are being filed herewith:
2.1 Agreement and Plan of Merger dated as of April 9, 2003 by
and among The News Corporation Limited, Hughes Electronics
Corporation and GMH Merger Sub (incorporated by reference to
Exhibit 99B to the Form 6-K filed by News Corporation on
April 14, 2003 (SEC File No. 1-9141)).
2.2 Amendment No. 1 to Agreement and Plan of Merger dated July 16,
2003 by and among The News Corporation Limited, Hughes
Electronics Corporation and GMH Merger Sub ( incorporated by
reference to Exhibit 2.5 to Amendment No. 1 to Form F-4
filed by News Corporation on July 24, 2003 (SEC File No.
333-105853)).
2.3 Stock Purchase Agreement, dated as of April 9, 2003, by and
among the News Corporation Limited, Hughes Electronics
Corporation and General Motors Corporation (incorporated by
reference to Exhibit 99A to the Form 6-K filed by News
Corporation on April 14, 2003 (SEC File No. 1-9141)).
2.4 Amendment No. 1 to the Stock Purchase Agreement, dated as of
April 25, 2003, by and among The News Corporation Limited,
Hughes Electronics and General Motors Corporation
(incorporated by reference to Exhibit 2.2 to the Form F-4
filed by News Corporation on June 5, 2003 (SEC File No.
333-105853)).
2.4 Amendment No. 2 to the Stock Purchase Agreement, dated as of
August 20, 2003, by and among The News Corporation Limited,
Hughes Electronics Corporation and General Motors
Corporation (incorporated by reference to Exhibit 2.7 to
Amendment No. 2 to the Form F-4 filed by News Corporation on
August 21, 2003 (SEC File No. 333-105853)).
2.5 Letter Agreement, dated August 15, 2003, by and among Hughes
Electronics Corporation, The News Corporation Limited, GMH
Merger Sub, Inc. and General Motors Corporation
(incorporated by reference to Exhibit 2.6 to Amendment No.2
to the Form F-4 filed by News Corporation on August 21, 2003
(SEC File No. 333-105853)).
2.6 Letter Agreement, dated as of December 16, 2003, by and
among Hughes Electronics Corporation, The News Corporation
Limited and GMH Merger Sub, Inc. (incorporated by reference
to Exhibit 12 to the Schedule 13D filed by FEG on December
22, 2003 (SEC File No. 1-14595)).
10.1 Transfer Agreement dated as of April 9, 2003 among The News
Corporation Limited, News Publishing Australia Limited, News
America Incorporated, FEG Holdings, Inc. and Fox
Entertainment Group, Inc. (incorporated by reference to
Exhibit 99.1 to the Form 8-K of FEG filed on May 7, 2003
(SEC File No. 1-14595)).
10.2 LIBOR Promissory Note dated December 22, 2003 (filed herewith).
10.3 Term Promissory Note dated December 22, 2003 (filed
herewith).
99.1 Press Release (filed herewith)
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 29, 2003
FOX ENTERTAINMENT GROUP, INC.
By: /s/ Lawrence A. Jacobs
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Lawrence A. Jacobs
Senior Vice President
INDEX TO EXHIBITS
10.2 LIBOR Promissory Note dated December 22, 2003
10.3 Term Promissory Note dated December 22, 2003
99.1 Press Release dated December 22, 2003