Amendment No. 7 to Schedule 13D/A

-----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, AUhz8OAheQTOCY2YHiqYwTzm7+cg5fzlX3huboqeFUvIyhJx8AXu4Vc6HdKzC5KY 4CWaTgR2DLxQfieTxpFabw== 0001193125-03-001303.txt : 20030421 0001193125-03-001303.hdr.sgml : 20030421 20030421170644 ACCESSION NUMBER: 0001193125-03-001303 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030421 GROUP MEMBERS: K. RUPERT MURDOCH GROUP MEMBERS: NEWS PUBLISHING AUSTRALIA LIMITED GROUP MEMBERS: THE NEWS CORPORATION LIMITED FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SKY GLOBAL HOLDINGS INC CENTRAL INDEX KEY: 0001116612 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 MAIL ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: SKY GLOBAL NETWORKS INC DATE OF NAME CHANGE: 20000614 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GEMSTAR TV GUIDE INTERNATIONAL INC CENTRAL INDEX KEY: 0000923282 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 954782077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48974 FILM NUMBER: 03657201 BUSINESS ADDRESS: STREET 1: 135 NORTH LOS ROBLES AVE STREET 2: STE 800 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 8187925700 MAIL ADDRESS: STREET 1: 135 N LOS ROBLES AVE STREET 2: STE 800 CITY: PASADENA STATE: CA ZIP: 91101 FORMER COMPANY: FORMER CONFORMED NAME: GEMSTAR INTERNATIONAL GROUP LTD DATE OF NAME CHANGE: 19940518 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 7 TO SCHEDULE 13D/A Amendment No. 7 to Schedule 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 7)

Gemstar-TV Guide International, Inc.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

36866W 10 6

(CUSIP Number)

Arthur M. Siskind, Esq.

The News Corporation Limited

1211 Avenue of the Americas

New York, New York 10036

(212) 852-7000

With copies to:

Jeffrey W. Rubin, Esq.

Hogan & Hartson L.L.P.

875 Third Avenue

New York, New York 10022

(212) 918-3000

(Name Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 18, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

(Page 1 of 17 pages)

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 on 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).


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The News Corporation Limited

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨

3.	SEC USE ONLY

4.	SOURCE OF FUNDS OO

5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨

6.	CITIZENSHIP OR PLACE OF ORGANIZATION Australia

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

7. SOLE VOTING POWER

174,931,473 shares

8. SHARED VOTING POWER

See Item 5 and Item 6

9. SOLE DISPOSITIVE POWER

174,931,473 shares

10. SHARED DISPOSITIVE POWER

See Item 5 and Item 6

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 174,931,473

12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 42.9%

14.	TYPE OF REPORTING PERSON CO

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1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) K. Rupert Murdoch

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨

3.	SEC USE ONLY

4.	SOURCE OF FUNDS OO

5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨

6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

7. SOLE VOTING POWER

174,931,473 shares

8. SHARED VOTING POWER

See Item 5 and Item 6

9. SOLE DISPOSITIVE POWER

174,931,473 shares

10. SHARED DISPOSITIVE POWER

See Item 5 and Item 6

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 174,931,473

12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 42.9%

14.	TYPE OF REPORTING PERSON IN

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1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sky Global Holdings, Inc.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨

3.	SEC USE ONLY

4.	SOURCE OF FUNDS OO

5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨

6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

7. SOLE VOTING POWER

87,465,737 shares

8. SHARED VOTING POWER

See Item 5 and Item 6

9. SOLE DISPOSITIVE POWER

87,465,737 shares

10. SHARED DISPOSITIVE POWER

See Item 5 and Item 6

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 87,465,737

12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 21.4%

14.	TYPE OF REPORTING PERSON CO

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1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) News Publishing Australia Limited

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨

3.	SEC USE ONLY

4.	SOURCE OF FUNDS OO

5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨

6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

7. SOLE VOTING POWER

87,465,736 shares

8. SHARED VOTING POWER

See Item 5 and Item 6

9. SOLE DISPOSITIVE POWER

87,465,736 shares

10. SHARED DISPOSITIVE POWER

See Item 5 and Item 6

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 87,465,736

12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 21.4%

14.	TYPE OF REPORTING PERSON CO

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 7)

Pursuant to Section 13(d) of the Securities Exchange Act of 1934

in respect of

GEMSTAR-TV GUIDE INTERNATIONAL, INC.

Introductory Statement

This Amendment No. 7 to the Statement on Schedule 13D relates to the Common Stock, par value $.01 per share (“Common Stock”), of Gemstar-TV Guide International, Inc., a Delaware corporation (the “Issuer”). This Amendment amends and supplements (i) the Statement originally filed on July 24, 2000, with the Securities and Exchange Commission (the “Commission”) by The News Corporation Limited (“News Corporation”), K. Rupert Murdoch and Sky Global Holdings, Inc. (formerly named Sky Global Networks, Inc.) (“SGH”), (ii) Amendment No. 1 to the Statement filed on October 10, 2000 with the Commission by News Corporation, K. Rupert Murdoch and SGH, (iii) Amendment No. 2 to the Statement filed on May 17, 2001 with the Commission by News Corporation, K. Rupert Murdoch, SGH and News Publishing Australia Limited (“NPAL”), (iv) Amendment No. 3 to the Statement filed on December 7, 2001 with the Commission by News Corporation, K. Rupert Murdoch, SGH and NPAL (collectively, the “Reporting Persons”), (v) Amendment No. 4 to the Statement filed on August 14, 2002 with the Commission by the Reporting Persons, (vi) Amendment No. 5 to the Statement filed on October 10, 2002 with the Commission by the Reporting Persons, and (vii) Amendment No. 6 to the Statement filed on November 12, 2002 with the Commission by the Reporting Persons (collectively, the “Prior Filing” and collectively with this Amendment No. 7, this “Statement”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Prior Filing.

This Amendment reports the termination of certain voting arrangements between Dr. Henry C. Yuen and News Corporation.

Item 5.

Interest in Securities of the Issuer.

Item 5 is amended and restated to read in its entirety as follows:

SGH is the indirect beneficial owner, through its control of TVGH Holdco, of 87,465,737 shares of Common Stock, approximately 21.4% of the issued and outstanding Common Stock. NPAL is the indirect beneficial owner, through its control of LUVSG Holdco (which owns 70,704,586 shares of Common Stock) and LTVGIA Holdco (which owns 16,761,150 shares of Common Stock), of 87,465,736 shares of Common Stock, approximately 21.4% of the issued and outstanding Common Stock.

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Each of News Corporation and Mr. K. R. Murdoch may be deemed to be indirect beneficial owners of the 87,465,737 shares of Common Stock beneficially owned by SGH and the 87,465,736 shares of Common Stock beneficially owned by NPAL, for a total of 174,931,473 shares of Common Stock, approximately 42.9% of the issued and outstanding Common Stock. The share percentages are calculated based on 408,236,254 shares of Common Stock outstanding as of April 17, 2003.

To the knowledge of the Reporting Persons, except as set forth in this Statement, none of the Schedule 1 Persons beneficially owns any shares of Common Stock.

To the Reporting Persons’ knowledge, (i) Dr. Yuen beneficially owns 38,348,860 shares of Common Stock (including options to purchase 25,878,900 shares of Common Stock exercisable within 60 days of the date hereof), representing approximately 8.8% of the issued and outstanding Common Stock, and (ii) Ms. Leung beneficially owns 7,639,570 shares of Common Stock (including options to purchase 7,330,000 shares of Common Stock exercisable within 60 days of the date hereof), representing approximately 1.8% of the issued and outstanding Common Stock. News Corporation, Dr. Yuen and Ms. Leung may constitute a “group” under Rule 13d-5 promulgated under the Exchange Act.

Except with respect to the shares of Common Stock beneficially owned by Dr. Yuen and Ms. Leung, as to which the Reporting Persons disclaim beneficial ownership, and except as otherwise may be described in Item 6, the Reporting Persons have the sole power to vote and dispose of all shares of Common Stock to which this Statement relates.

Except as set forth in this Statement, no transactions have been effected by the Reporting Persons during the past 60 days.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is amended and restated to read in its entirety as follows:

The arrangements described below exist with respect to the Common Stock.

STOCKHOLDERS’ AGREEMENT AMONG SIGNIFICANT STOCKHOLDERS

In connection with the restructuring referred to herein, News Corporation, Dr. Yuen and the Issuer entered into Amendment No. 1 to the Stockholders’ Agreement, dated as of November 7, 2002 (the “Stockholders’ Agreement Amendment,” and collectively with the Original Stockholders’ Agreement, the “Stockholders’ Agreement”), amending certain provisions of the Original Stockholders’ Agreement. On April 18, 2003, the Issuer terminated the employment of Dr. Yuen for cause in accordance with the terms of the Employment Agreement, dated November 7, 2002, between the Issuer and Dr. Yuen (the “Employment Agreement”). Certain provisions of the Stockholders’ Agreement, including the termination of certain voting arrangements, are affected by the termination of Dr. Yuen’s employment and are summarized below.

Directors: Under the Stockholders’ Agreement, News Corporation and Dr. Yuen agreed that, until the earlier of September 30, 2005 and such date as the Employment Agreement is terminated for any reason (the “Specified Period”), (i) Dr. Yuen is entitled to

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designate and renominate only himself as a director to the Board, (ii) if Dr. Yuen ceases to be a director for any reason, he shall not be entitled to designate a successor to fill his vacancy, and (iii) News Corporation shall vote, and cause its Controlled Related Parties (as defined in the Stockholders’ Agreement) to vote (x) for the election of Dr. Yuen to the Board, (y) against Dr. Yuen’s removal from the Board, and (z) for the election of Dr. Yuen as the non-executive Chairman of the Board.

Until the later of July 12, 2005 or the expiration of the Specified Period, News Corporation is entitled to designate one director to the Board. During the Specified Period, Dr. Yuen has agreed to vote (i) for the election of News Corporation’s designee to the Board, and (ii) against the removal of News Corporation’s designee from the Board.

As a result of Dr. Yuen’s termination on April 18, 2003, the Specified Period has expired and the voting arrangements requiring News Corporation and Dr. Yuen to vote for each other’s director designees have ceased.

Registration Rights: The Stockholders’ Agreement provides that until the tenth anniversary of July 12, 2000, News Corporation (or transferees of its Common Stock) may request that the Issuer effect a registration of all or part of their shares of Common Stock. The Issuer is not required to effect a demand registration unless the aggregate number of shares of Common Stock demanded to be registered is at least 1% of the number of shares of Common Stock then outstanding, in which case the Issuer must use all commercially reasonable efforts to cause a registration statement to become effective for the sale of such shares.

Notwithstanding the foregoing, the Issuer is not required to effect any demand registration after such time as News Corporation (or transferees of its Common Stock), as the case may be, is able to sell all of its Common Stock without restriction. In addition, once a demand registration has been effected, the Issuer is not obligated to register shares pursuant to a demand registration before the expiration of twelve months from the date on which the previous demand registration statement was declared effective. The Issuer may postpone for up to 90 days the filing of a registration statement if it reasonably believes that such a registration statement would have a material adverse effect on its ability to engage in any financing, acquisition of assets or any merger, consolidation, tender offer or other significant transaction. However, the Issuer is not permitted to so postpone a demand registration more than once in any period of twelve consecutive months.

Under the Stockholders’ Agreement, the Issuer agreed to pay all expenses, other than underwriting discounts and commissions and any transfer taxes, connected with the registration or qualification of the shares subject to the first two demand registrations and the Issuer’s legal and accounting expenses for subsequent registrations.

Under the Stockholders’ Agreement, demand registrations may be effected by means of an underwritten offering or, in certain cases, pursuant to a delayed or continuous offering under applicable rules of the Securities and Exchange Commission.

Under the Stockholders’ Agreement, the Issuer agreed to indemnify the parties requesting a demand registration against certain liabilities that may arise in connection with any offer and sale of Common Stock, including liabilities under the Securities Act of

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1933, as amended, and to contribute to payments that such parties may be required to make in respect of any such offer and sale. The Stockholders’ Agreement also provides that parties requesting a demand registration will indemnify the Issuer, its directors and officers and each person which controls the Issuer against certain liabilities, including liabilities under the Securities Act of 1933, as amended, for certain actions arising from the offer and sale of shares of Common Stock under the demand registration.

The foregoing discussion of the Stockholders’ Agreement is qualified in its entirety by reference to the full text of the Original Stockholders’ Agreement, which is an exhibit to this Statement and is incorporated by reference herein, and the Stockholders’ Agreement Amendment, which is an exhibit to this Statement and is incorporated by reference herein.

NPAL/LTVGIA MERGER; NPAL/LUVSG MERGER

On May 2, 2001, Liberty, LUVSG, and News Corporation and NPAL entered into the NPAL/LUVSG Merger Agreement and consummated the NPAL/LUVSG Merger. As a result, NPAL acquired the 70,704,586 shares of Common Stock owned by LUVSG. See Item 4.

On November 27, 2001, Liberty, LTVGIA, News Corporation and NPAL entered into the NPAL/LTVGIA Merger Agreement and agreed to consummate the NPAL/LTVGIA Merger. Upon the consummation of the NPAL/LTVGIA Merger on December 3, 2001, NPAL acquired the 16,761,150 shares of Common Stock owned by LTVGIA. See Item 4.

The foregoing description of the transactions contemplated by the NPAL/LTVGIA Merger Agreement and the NPAL/LUVSG Merger Agreement are qualified in their entirety by reference to the full texts of the NPAL/LTVGIA Merger Agreement and the NPAL/LUVSG Merger Agreement which are exhibits to this Statement and are incorporated by reference herein.

STOCKHOLDERS’ AGREEMENT LETTER

In connection with the execution and consummation of the NPAL/LUVSG Merger Agreement, Liberty and News Corporation entered into a letter agreement, dated May 2, 2001, concerning certain matters under the Stockholders’ Agreement (the “Stockholders’ Agreement Letter”). Pursuant to the Stockholders’ Agreement Letter, effective at the effective time of the NPAL/LUVSG Merger, Liberty assigned to News Corporation its rights under the Stockholders’ Agreement. In the Stockholders’ Agreement Letter, Liberty agreed for the sole benefit of News Corporation and its controlled affiliates, that, regardless of whether or not any Liberty Designees (as defined in the Stockholders’ Agreement) continue to serve on the Issuer’s Board of Directors, it would continue to be subject to the non-competition provisions set forth in Section 8 of the Stockholders’ Agreement until the first to occur of July 12, 2005 and such time as no designees of News Corporation serve on the Issuer’s Board.

The foregoing description of the Stockholders’ Agreement Letter is subject to and qualified in its entirety by reference to the full text of the Stockholders’ Agreement Letter, which is an exhibit to this Statement and is incorporated by reference herein.

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UMBRELLA AGREEMENT

An Umbrella Agreement, dated November 7, 2002, among News Corporation, Dr. Yuen, Ms. Leung and the Issuer, sets forth certain agreements among the parties relating to the restructuring of the Issuer’s management and corporate governance. Included in the Umbrella Agreement is an agreement among News Corporation, Dr. Yuen and Ms. Leung to vote all shares of Common Stock beneficially owned by them for the approval of an amendment to the Gemstar-TV Guide International, Inc. 1994 Stock Incentive Plan, as amended, at a forthcoming annual or special meeting of stockholders. In addition, News Corporation, Dr. Yuen and Ms. Leung agreed to a mutual release. Further, in the Umbrella Agreement, News Corporation agreed to indemnify the Issuer for certain losses, including the liability for “gross up” tax payments and the loss of tax deductions, attributable to “excess parachute payments” associated with the restructuring referred to herein that are triggered upon a change of control of the Issuer (as described in Section 280G(b)(2)(A)(i) of the Internal Revenue Code) that is the result of affirmative actions taken by News Corporation or its affiliates in the future. The foregoing description of the Umbrella Agreement is subject to and qualified in its entirety by reference to the full text of the Umbrella Agreement, which is an exhibit to this Statement and is incorporated by reference herein.

AMENDMENTS TO BYLAWS OF THE ISSUER

On November 7, 2002, the Board amended the Bylaws in order to effectuate the agreements reached with respect to restructuring the Issuer’s management and corporate governance. Generally, the amendments to the Bylaws include the elimination of the Board structure that divided the twelve directors into six designees of Dr. Yuen and six designees of News Corporation; the removal of the “TVG” and “GS” director designations; the elimination of the corresponding committee composition requirements; the removal of Dr. Yuen’s tie-breaking authority and the tie-breaking committee concept; the elimination of the term guarantee for Dr. Yuen’s service as Chief Executive Officer; the separation of the Chairman of the Board and Chief Executive Officer positions; and the elimination of the seven director voting requirement for matters that were identified as “Fundamental Decisions.” Certain provisions of the Bylaws (as amended on November 7, 2002) are summarized below:

Directors. The Board consists of twelve directors.

Vacancies. Except as required by law, or as provided for in a resolution of the Board, vacancies on the Board may be filled by the majority of the directors then in office, although less than a quorum.

Chairman. The Board may elect a Chairman from among the directors. The Board may determine that the Chairman shall be a non-executive of the Issuer.

Quorum. A majority of the total number of Board members constitutes a quorum.

Voting. Generally, directors present at any meeting at which a quorum is present may act by majority vote. However, any amendment of the Bylaws by the Board or action to increase or decrease the number of directors, requires the approval of at least nine of the twelve Board members.

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The Reporting Persons understand that (i) the Board is recommending that the Issuer’s stockholders amend the Issuer’s Certificate of Incorporation in order to permit a majority of the total number of the Issuer’s directors to amend the Bylaws and change the size of the Board from time to time by resolution, and (ii) if such amendment to the Certificate of Incorporation becomes effective, the Bylaws would be correspondingly amended by the Board.

The foregoing discussion of the Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is an exhibit to this Statement and is incorporated by reference herein.

RIGHTS PLAN OF THE ISSUER

The Issuer’s rights agreement, dated July 10, 1998, with American Stock Transfer & Trust Company (the “Rights Plan”) generally provides that holders of shares of Common Stock of the Issuer are entitled to one preferred share purchase right for each outstanding share they hold, exercisable under certain defined circumstances involving a potential acquisition of control by an “Acquiring Person” (as such term is defined in the Rights Plan).

News Corporation and its controlled related parties are exempt from the definition of Acquiring Person. If, however, News Corporation or its controlled related parties acquire beneficial ownership of any additional shares of Common Stock, then such person would be an Acquiring Person, subject to certain exceptions.

The Rights Plan also provides, in the definition of beneficial ownership, that Dr. Yuen and News Corporation are not deemed to beneficially own any of the shares of Common Stock owned by each other as a result of the Stockholders’ Agreement.

The foregoing discussion of the Rights Plan is qualified in its entirety by reference to the full text of the Rights Plan, which is an exhibit to this Statement and is incorporated by reference herein.

Item 7.

Materials to be Filed as Exhibits.

Item 7 is amended and restated to read in its entirety as follows:

Exhibit 7(a)		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of the Issuer dated November 7, 2002 (Commission file number 0-26878)).

Exhibit 7(b)		Stockholders’ Agreement (incorporated by reference to Exhibit 99.9 to the Current Report on Form 8-K of the Issuer dated February 7, 2000 (Commission file number 0-26878)).

Exhibit 7(c)		Rights Plan (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of the Issuer dated July 21, 2000 (Commission file number 0-26878)).

Exhibit 7(d)		Joint Filing Agreement among the Reporting Persons, dated May 17, 2001 (incorporated by reference to Exhibit 7(i) to the Reporting Persons’ Schedule 13D/A (Amendment No. 2, filed on May 17, 2001)).

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Exhibit 7(e)		Power of Attorney, dated July 24, 2000, (incorporated by reference to Exhibit 7(e) to the Reporting Persons’ Schedule 13D/A (Amendment No. 1, filed on October 10, 2000)).

Exhibit 7(f)		Letter Agreement, dated September 27, 2000, between News Corporation and Liberty (incorporated by reference to Exhibit 7(f) to the Reporting Persons’ Schedule 13D/A (Amendment No. 1, filed on October 10, 2000)).

Exhibit 7(g)		Agreement and Plan of Merger, dated as of May 2, 2001, by and among Liberty, LUVSG, News Corporation and NPAL (incorporated by reference to Exhibit 7(g) to the Reporting Persons’ Schedule 13D/A (Amendment No. 2, filed on May 17, 2001)).

Exhibit 7(h)		Letter Agreement Regarding Certain Stockholders’ Agreement Matters, dated May 2, 2001, between News Corporation and Liberty (incorporated by reference to Exhibit 7(h) to the Reporting Persons’ Schedule 13D/A (Amendment No. 2, filed on May 17, 2001)).

Exhibit 7(i)		Agreement and Plan of Merger, dated as of December 3, 2001 by and among Liberty, LTVGIA, News Corporation and NPAL (incorporated by reference to Exhibit 7(j) to the Reporting Persons’ Schedule 13D/A (Amendment No. 3, filed on December 7, 2001)).

Exhibit 7(j)		Amendment No. 1 to the Stockholders’ Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of the Issuer dated November 7, 2002 (Commission file number 0-26878)).

Exhibit 7(k)		Umbrella Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Issuer dated November 7, 2002 (Commission file number 0-26878)).

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 21, 2003

THE NEWS CORPORATION LIMITED

By:		/S/ ARTHUR M. SISKIND
Name: Arthur M. Siskind
Title: Director

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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 21, 2003



Name:		*
		K. Rupert Murdoch

*By:

/S/ ARTHUR M. SISKIND

Arthur M. Siskind

Attorney-in-Fact

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 21, 2003

SKY GLOBAL HOLDINGS, INC.

By:		/S/ LAWRENCE A. JACOBS
Name:		Lawrence A. Jacobs
Title:		Executive Vice President

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 21, 2003

NEWS PUBLISHING AUSTRALIA LIMITED

By:		/S/ LAWRENCE A. JACOBS

Name:		Lawrence A. Jacobs
Title:		Executive Vice President

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EXHIBIT INDEX

Exhibit No.		Description

Exhibit 7(a)		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of the Issuer dated November 7, 2002 (Commission file number 0-26878)).

Exhibit 7(b)		Stockholders’ Agreement (incorporated by reference to Exhibit 99.9 to the Current Report on Form 8-K of the Issuer dated February 7, 2000 (Commission file number 0-26878)).

Exhibit 7(c)		Rights Plan (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of the Issuer dated July 21, 2000 (Commission file number 0-26878)).

Exhibit 7(d)		Joint Filing Agreement among the Reporting Persons, dated May 17, 2001 (incorporated by reference to Exhibit 7(i) to the Reporting Persons’ Schedule 13D/A (Amendment No. 2, filed on May 17, 2001)).

Exhibit 7(e)		Power of Attorney, dated July 24, 2000, (incorporated by reference to Exhibit 7(e) to the Reporting Persons’ Schedule 13D/A (Amendment No. 1, filed on October 10, 2000)).

Exhibit 7(f)		Letter Agreement, dated September 27, 2000, between News Corporation and Liberty (incorporated by reference to Exhibit 7(f) to the Reporting Persons’ Schedule 13D/A (Amendment No. 1, filed on October 10, 2000)).

Exhibit 7(g)		Agreement and Plan of Merger, dated as of May 2, 2001, by and among Liberty, LUVSG, News Corporation and NPAL (incorporated by reference to Exhibit 7(g) to the Reporting Persons’ Schedule 13D/A (Amendment No. 2, filed on May 17, 2001)).

Exhibit 7(h)		Letter Agreement Regarding Certain Stockholders’ Agreement Matters, dated May 2, 2001, between News Corporation and Liberty (incorporated by reference to Exhibit 7(h) to the Reporting Persons’ Schedule 13D/A (Amendment No. 2, filed on May 17, 2001)).

Exhibit 7(i)		Agreement and Plan of Merger, dated as of December 3, 2001 by and among Liberty, LTVGIA, News Corporation and NPAL (incorporated by reference to Exhibit 7(j) to the Reporting Persons’ Schedule 13D/A (Amendment No. 3, filed on December 7, 2001)).

Exhibit 7(j)		Amendment No. 1 to the Stockholders’ Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of the Issuer dated November 7, 2002 (Commission file number 0-26878)).

Exhibit 7(k)		Umbrella Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Issuer dated November 7, 2002 (Commission file number 0-26878)).

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