-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OyMHhEjMNytlOShIn8OTrss2uUhh/HMq5S7CGwb810KFTl+cEv+4/1gVfe8UMHFq t3GJ8wc2aomkIce0eXamDA== 0001104659-04-040479.txt : 20041221 0001104659-04-040479.hdr.sgml : 20041221 20041220174531 ACCESSION NUMBER: 0001104659-04-040479 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041221 DATE AS OF CHANGE: 20041220 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEWS CORP CENTRAL INDEX KEY: 0001308161 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 260075658 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80147 FILM NUMBER: 041215228 BUSINESS ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-852-7000 MAIL ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: NEWS CORPORATION, INC. DATE OF NAME CHANGE: 20041108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LIBERTY MEDIA CORP /DE/ CENTRAL INDEX KEY: 0001082114 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 841288730 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 12300 LIBERTY BLVD. CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 7208755400 MAIL ADDRESS: STREET 1: 12300 LIBERTY BLVD. CITY: ENGLEWOOD STATE: CO ZIP: 80112 SC 13G/A 1 a04-15065_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No.  1)*

 

News Corporation

(Name of Issuer)

 

Class B Common Stock, $.01 par value

(Title of Class of Securities)

 

65248E203

(CUSIP Number)

 

December 9, 2004

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

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 (“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).

 



 

 

CUSIP No.  65248E203

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Liberty Media Corporation
84-1288730

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

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
188,000,000 shares of Class B Common Stock

 

6.

Shared Voting Power 
0

 

7.

Sole Dispositive Power 
188,000,000 shares of Class B Common Stock

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
188,000,000 shares of Class B Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
18%(1)

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

 


(1) Based upon 1,044,260,000 shares of Class B Common Stock outstanding, which number is based upon the information contained in the Information Memorandum, dated September 15, 2004, of the Issuer’s predecessor.

 

2



 

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
Liberty Media Corporation

 

(b)

Address of Principal Business Office or, if none, Residence
12300 Liberty Boulevard
Englewood, Colorado 80112

 

(c)

Citizenship
Delaware

 

(d)

Title of Class of Securities
Class B Common Stock, $.01 par value

 

(e)

CUSIP Number
65248E203

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

3



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:  188,000,000 shares

 

(b)

Percent of class:  18%

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote
188,000,000 shares

 

 

(ii)

Shared power to vote or to direct the vote
None

 

 

(iii)

Sole power to dispose or to direct the disposition of
188,000,000 shares

 

 

(iv)

Shared power to dispose or to direct the disposition of
None

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

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.

Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

4



 

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:  December 20, 2004

 

 

 

 

LIBERTY MEDIA CORPORATION

 

 

 

By:

/s/ Charles Y. Tanabe

 

 

Name:

Charles Y. Tanabe

 

Title:

Senior Vice President and General Counsel

 

 

 

Attention:     Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

 

5


 

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