-----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, CP8bkslrtf9n8XoS1aYA8xZW69mZP1kAoxcN1KCQEsSnBvWcz+ySjtE2B6dZP+It qlal/hYwQ/EmbHyputGWIA== /in/edgar/work/20000823/0000950130-00-004656/0000950130-00-004656.txt : 20000922 0000950130-00-004656.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950130-00-004656 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000813 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000823 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOX ENTERTAINMENT GROUP INC CENTRAL INDEX KEY: 0001068002 STANDARD INDUSTRIAL CLASSIFICATION: [7812 ] IRS NUMBER: 954066193 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14595 FILM NUMBER: 708626 BUSINESS ADDRESS: STREET 1: 1211 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2128527000 MAIL ADDRESS: STREET 1: 1211 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 8-K 1 0001.txt FORM 8-K 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): August 23, 2000 (August 13, 2000) FOX ENTERTAINMENT GROUP, INC. ------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-14595 95-4066193 ------------------------ ----------------- ------------------- (State or Other (Commission File (IRS Employer Jurisdiction of Number) Identification No.) Incorporation) 1211 Avenue of the Americas New York, New York 10036 ------------------------------------------------------------- (Address of Principal Executive Offices) Registrant's Telephone Number, including area code: (212) 852-7111 ------------------------------------------------------------- (Former Address, if changed since last report) Item 5: Other Events ------------ On August 13, 2000, The News Corporation Limited ("News Corporation" or "Buyer") entered into an Agreement and Plan of Merger by and among it, Chris-Craft Industries, Inc. ("Chris-Craft"), News Publishing Australia Limited ("NPAL"), and Fox Television Holdings, Inc. (the "Chris-Craft Merger Agreement"). Pursuant to the Chris-Craft Merger Agreement, Chris-Craft will merge with a subsidiary of Buyer (the "Chris-Craft Merger") and each Chris-Craft stockholder will receive, in exchange for each share of Chris-Craft stock, a combination of $34 in cash and 1.1591 preferred American Depositary Receipts of Buyer ("preferred ADRs," each of which represents four shares of Buyer's Preferred Limited Voting Ordinary Shares). Alternatively, each Chris-Craft stockholder will be entitled to elect to receive, in exchange for each share of Chris-Craft stock, either $85 in cash or 1.9318 preferred ADRs; provided, however, that this election is subject to the limitation that 40 percent of the total consideration to be paid to the stockholders of Chris-Craft in the transaction will be paid in cash and 60 percent in preferred ADRs. If the transaction closes after August 13, 2001, the consideration paid to the stockholders of Chris-Craft will be increased by $1.00 per share. It is intended that the receipt of the preferred ADRs will be tax-free to Chris-Craft's stockholders. If the Chris-Craft transaction does not receive Federal Communications Commission ("FCC") approval or an Internal Revenue Service ("IRS") ruling enabling it to be accomplished in a manner that would permit the receipt of the preferred ADRs to be tax-free, the parties have agreed to modify the structure of the transaction such that each Chris-Craft stockholder will receive, in exchange for each share of Chris-Craft stock, $36 in cash and 1.2273 preferred ADRs. If the transaction closes after August 13, 2001, the consideration paid to Chris-Craft's stockholders will be increased by $1.00 per share. The receipt of the cash and preferred ADRs will be taxable pursuant to the restructured transaction. On August 13, 2000, News Corporation entered into separate merger agreements with two subsidiaries of Chris-Craft, BHC Communications Inc. ("BHC") and United Television, Inc. ("UTV"), to which NPAL and Fox Television Holdings, Inc. were also parties, pursuant to which BHC and UTV also will merge with a subsidiary of Buyer (the "BHC Merger" and the "UTV Merger", respectively, and the "BHC Merger Agreement" and the "UTV Merger Agreement", respectively). Pursuant to the BHC Merger Agreement, BHC will merge with a subsidiary of Buyer and each BHC stockholder will receive, in exchange for each share of BHC stock, a combination of $66 in cash and 2.2278 preferred ADRs. Alternatively, each BHC stockholder will be entitled to elect to receive, in exchange for each share of BHC stock, either $165 in cash or 3.7131 preferred ADRs; provided, however, that this election is subject to the limitation that 40 percent of the total consideration to be paid to BHC's stockholders in the transaction will be paid in cash and 60 percent in preferred ADRs. It is intended that the receipt of the preferred ADRs will be tax-free to BHC's stockholders. -2- If the BHC transaction does not receive FCC approval or an IRS ruling enabling the transaction to be accomplished in a manner that would permit the receipt of the preferred ADRs to be tax-free, the parties have agreed to modify the structure of the transaction such that each BHC stockholder will receive, in exchange for each share of BHC stock, $69.30 in cash and 2.3392 preferred ADRs. The receipt of the cash and preferred ADRs will be taxable pursuant to the restructured transaction. Pursuant to the UTV Merger Agreement, UTV will merge with a subsidiary of Buyer and each UTV stockholder will receive, in exchange for each share of UTV stock, a combination of $60 in cash and 2.0253 preferred ADRs. Alternatively, each UTV stockholder will be entitled to elect to receive, in exchange for each share of UTV stock, either $150 in cash or 3.3755 preferred ADRs; provided, however, that this election is subject to the limitation that 40 percent of the total consideration to be paid to UTV's stockholders in the transaction will be paid in cash and 60 percent in preferred ADRs. It is intended that the receipt of the preferred ADRs will be tax-free to UTV's stockholders. If the UTV transaction does not receive FCC approval or an IRS ruling enabling it to be accomplished in a manner that would permit the receipt of the preferred ADRs to be tax-free, the parties have agreed to modify the structure of the transaction such that each UTV stockholder will receive, in exchange for each share of UTV stock, $63 in cash and 2.1266 preferred ADRs. The receipt of the cash and preferred ADRs will be taxable pursuant to the restructured transaction. Consummation of each of the transactions with Chris-Craft, BHC and UTV is subject to certain closing conditions, including the receipt of regulatory and shareholder approvals. On August 13, 2000, News Corporation entered into a Voting Agreement (the "Chris-Craft Voting Agreement") among it, NPAL and Chris-Craft pursuant to which Chris-Craft agreed, among other things, to vote its shares of BHC Class A and Class B Common Stock in favor of the BHC Merger. On the same date, Chris- Craft executed a proxy (the "Chris-Craft Proxy") appointing two executive officers of Buyer as attorneys and proxies of Chris-Craft to vote Chris-Craft's shares of BHC Class A and Class B Common Stock in favor of the BHC Merger. Also on August 13, 2000, News Corporation entered into a Voting Agreement (the "BHC Voting Agreement") among it, NPAL and BHC pursuant to which BHC agreed, among other things, to vote its shares of UTV Common Stock in favor of the UTV Merger. On the same date, BHC executed a proxy (the "BHC Proxy") appointing two executive officers of Buyer as attorneys and proxies of BHC to vote BHC's shares of UTV Common Stock in favor of the UTV Merger. On August 13, 2000, News Corporation, NPAL, FEG Holdings, Inc. ("FEGH") and Fox Entertainment Group, Inc. ("FEG") entered into a Transfer Agreement (the "Transfer Agreement"), pursuant to which at the effective time of the mergers, or as soon thereafter as may be practicable, (a) in the case that Chris-Craft, BHC and UTV are merged into a subsidiary of Buyer, FEGH will transfer and assign (or cause the transfer and assignment of) all of the assets of Chris-Craft and its subsidiaries (subject to all liabilities of such entities, including liabilities incurred in connection with the mergers), except for $1.7 billion of cash, cash equivalents, marketable securities and other investments and the plastics business conducted by Chris-Craft and its subsidiaries, to FEG or a subsidiary of FEG, in exchange for the issuance by FEG to FEGH of 122,244,272 shares of Class A Common Stock of FEG; and (b) in the case -3- that subsidiaries of Buyer are merged into Chris-Craft, BHC or UTV, FEG or a subsidiary of FEG will assume the obligations of NPAL under the merger agreements with Chris-Craft, BHC and UTV, will acquire Chris-Craft, BHC and UTV by merger, and FEG will issue to FEGH 114,462,900 shares of Class A Common Stock. Following the mergers described in clause (b), FEG shall cause the plastics business previously conducted by Chris-Craft and its subsidiaries to be transferred to News Corporation or a subsidiary of News Corporation (other than FEG and its subsidiaries). The Transfer Agreement has been approved by the Board of Directors and Audit Committee of FEG. On August 14, 2000, News Corporation issued a press release ("Press Release") with regard to the Chris-Craft Merger Agreement, the BHC Merger Agreement and the UTV Merger Agreement. The Chris-Craft Merger Agreement, the BHC Merger Agreement, the UTV Merger Agreement, the Chris-Craft Voting Agreement, the BHC Voting Agreement, the Chris-Craft Proxy, the BHC Proxy, the Transfer Agreement and the Press Release are incorporated herein by reference into this Item 5 and the foregoing description of such documents and the transactions contemplated therein are qualified in their entirety by reference to such exhibits. Item 7: Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------- (c) Exhibits 2.1 Agreement and Plan of Merger, dated as of August 13, 2000, among Chris-Craft Industries, Inc., The News Corporation Limited, News Publishing Australia Limited and Fox Television Holdings, Inc. 2.2 Agreement and Plan of Merger, dated as of August 13, 2000, among BHC Communications, Inc., The News Corporation Limited, News Publishing Australia Limited and Fox Television Holdings, Inc. 2.3 Agreement and Plan of Merger, dated as of August 13, 2000, among United Television, Inc., The News Corporation Limited, News Publishing Australia Limited and Fox Television Holdings, Inc. 10.1 Voting Agreement, dated as of August 13, 2000, among The News Corporation Limited, News Publishing Australia Limited and Chris-Craft Industries, Inc. 10.2 Irrevocable Proxy, dated August 13, 2000, to vote the Class A Common Stock and Class B Common Stock of BHC Communications, Inc. 10.3 Voting Agreement, dated as of August 13, 2000, among The News Corporation Limited, News Publishing Australia Limited and BHC Communications, Inc. 10.4 Irrevocable Proxy, dated August 13, 2000, to vote Common Stock of United Television, Inc. 10.5 Form of Transfer Agreement among The News Corporation Limited, News Publishing Australia Limited, FEG Holdings, Inc. and Fox Entertainment Group, Inc. -4- 99.1 Press Release issued by The News Corporation Limited on August 14, 2000 -5- 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: August 23, 2000 FOX ENTERTAINMENT GROUP, INC. By: /s/ John Nallen ------------------------- John Nallen Senior Vice-President -6- EXHIBIT INDEX 2.1 Agreement and Plan of Merger, dated as of August 13, 2000, among Chris-Craft Industries, Inc., The News Corporation Limited, News Publishing Australia Limited and Fox Television Holdings, Inc./1/ 2.2 Agreement and Plan of Merger, dated as of August 13, 2000, among BHC Communications, Inc., The News Corporation Limited, News Publishing Australia Limited and Fox Television Holdings, Inc./2/ 2.3 Agreement and Plan of Merger, dated as of August 13, 2000, among United Television, Inc., The News Corporation Limited, News Publishing Australia Limited and Fox Television Holdings, Inc./3/ 10.1 Voting Agreement, dated as of August 13, 2000, among The News Corporation Limited, News Publishing Australia Limited and Chris-Craft Industries, Inc./4/ 10.2 Irrevocable Proxy, dated August 13, 2000, to vote the Class A Common Stock and Class B Common Stock of BHC Communications, Inc./5/ 10.3 Voting Agreement, dated as of August 13, 2000, among The News Corporation Limited, News Publishing Australia Limited and BHC Communications, Inc./6/ 10.4 Irrevocable Proxy, dated August 13, 2000, to vote the Common Stock of United Television, Inc./7/ - -------------------- 1 Incorporated by reference to exhibit number 2.1 on Form 8-K of Chris- Craft Industries, Inc. ("Chris-Craft"), filed with the Securities and Exchange Commission (the "Commission") on August 23, 2000. 2 Incorporated by reference to exhibit number 2.1 on Form 8-K of BHC Communications, Inc. ("BHC"), filed with the Commission on August 23, 2000. 3 Incorporated by reference to exhibit number 2.1 on Form 8-K of United Television, Inc. ("UTV"), filed with the Commission on August 23, 2000. 4 Incorporated by reference to exhibit number 10.1 on Form 8-K of Chris- Craft, filed with the Commission on August 23, 2000. 5 Incorporated by reference to exhibit number 10.2 on Form 8-K of Chris- Craft, filed with the Commission on August 23, 2000. 6 Incorporated by reference to exhibit number 10.3 on Form 8-K of BHC, filed with the Commission on August 23, 2000. 7 Incorporated by reference to exhibit number 10.4 on Form 8-K of BHC, filed with the Commission on August 23, 2000. -7- 10.5 Form of Transfer Agreement among The News Corporation Limited, News Publishing Australia Limited, FEG Holdings, Inc. and Fox Entertainment Group, Inc. 99.1 Press Release issued by The News Corporation Limited on August 14, 2000 -8- EX-10.5 2 0002.txt TRANSFER AGREEMENT, DATED AUGUST 13, 2000 EXHIBIT 10.5 TRANSFER AGREEMENT TRANSFER AGREEMENT dated as of August 13, 2000 (the "Agreement"), among The News Corporation Limited, a South Australia corporation ("News"), News Publishing Australia Limited, a Delaware corporation and a wholly owned subsidiary of News ("NPAL"), 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 certain assets (the "Transferred Assets" of Chris-Craft Industries, Inc., a Delaware corporation ("Chris-Craft"), BHC Communications, Inc., a Delaware corporation ("BHC"), and United Television, Inc., a Delaware corporation ("UTV"; collectively the "Acquired Entities"); WHEREAS, the Acquired Entities have agreed to be acquired, in exchange for Preferred Limited Voting Ordinary Shares of News and cash; WHEREAS, in order to effectuate the foregoing, News, NPAL and Fox Television Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of FEG, have this day entered into a separate Agreement and Plan of Merger dated as of August 13, 2000 with each of the Acquired Entities (such agreements, the "Merger Agreements"); WHEREAS, FEG has agreed to issue, and FEGH has agreed to accept, in consideration for the transfer to FEG of the Transferred Assets or Preferred Limited Voting Ordinary Shares of News to effectuate the acquisition of the Acquired Entities, as the case may be, shares of FEG's Class A Common Stock, par value $.01 per share (the "Class A Common Stock"). 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 effective time of the Mergers or as soon as -------- practicable thereafter (the "Closing"), FEGH shall, in the case of a Forward Merger, transfer and assign, or cause the transfer and assignment of, the Transferred Assets (the "Transfer") to FEG or a subsidiary thereof. The parties hereto agree that the Transferred Assets shall include all the assets of the Acquired Entities on the Closing Date (subject to all liabilities of the Acquired Entities, including, without limitation, liabilities incurred in connection with the Mergers), except for $1.7 billion in cash, cash equivalents, marketable securities and other investments (collectively, "Cash"); notwithstanding the foregoing, the Transferred Assets shall not include, and FEG shall not assume any liability with respect to, the plastics business conducted by the Acquired Entities (the "Plastics Business"). In the case of a Reverse Merger, FEG or a subsidiary of FEG shall assume the obligations of NPAL under the Merger Agreements and shall acquire by merger the Acquired Entities. In the case of a Reverse Merger, at the Closing or as soon as practicable thereafter, FEG shall cause the Plastics Business to be transferred to, and the related liabilities to be assumed by, News or a subsidiary of News (other than FEG and its subsidiaries). 2. Consideration. In consideration for the above transfer, at the ------------- Closing, FEG shall issue to FEGH the following number of shares of Class A Common Stock: (1) in the case of a Forward Merger, FEG shall issue to FEGH 122,244,272 shares of Class A Common Stock; or (2) in the case of a Reverse Merger, FEG shall issue to FEGH 114,462,900 shares of Class A Common Stock. The parties agree that the foregoing number of shares shall be adjusted as a result of any adjustment to the consideration required to be paid under the Merger Agreements. 3. Representations; Warranties and Agreements. ------------------------------------------ 3.1 Each of the parties hereto hereby represents and warrants that is 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 transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of each of the parties hereto. 3.2 FEG represents and warrants to FEGH that, upon issuance, the shares of Class A Common Stock to be issued to FEGH will be duly and validly issued, fully paid and nonassessable. 3.3 News represents and warrants to FEG that any shares which it delivers to, or on behalf of, FEG in connection with the Reverse Merger will be duly and validly issued, fully paid and nonassessable. 3.4 FEG hereby agrees that: (1) in the event that the Mergers do not occur for any reason, News shall have no liability or obligation whatsoever to FEG; and (2) the number of share 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. (3) Any cash received by FEG pursuant to the transactions contemplated hereby, and any loan arrangements between News or its subsidiaries (other than FEG) and FEG and its subsidiaries shall be subject to the terms of the existing Intercompany Agreement between FEG and News. 2 (4) In the case of a Forward Merger, in the event that the Cash retained by News is less than $1.7 billion, FEG shall be obligated to News for the difference, or, at the election of FEG and News, an adjustment may be made to the number of shares of Class A Common Stock to be issued by FEG to News. In the case of a Reverse Merger, FEG shall borrow from News, and News shall lend to FEG, such funds as may be necessary to permit FEG to pay the cash portion of the consideration to be paid pursuant to the Merger Agreements. 3.5 News hereby agrees that it will not amend or modify the terms of the Merger Agreements in any way that could reasonably be likely to have a material adverse effect on the assets that FEG is to receive pursuant to this Agreement without the written consent of FEG. 3.6 The parties hereto hereby acknowledge and agree that the obligations of the parties under the Merger 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. 4. Further Assurances. 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. 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. 8. Defined Terms. All capitalized terms used but not defined herein ------------- shall have the meanings ascribed to such terms in the Merger Agreements. * * * * 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. THE NEWS CORPORATION LIMITED By:__________________________________ Name: Title: NEWS PUBLISHING AUSTRALIA LIMITED By:__________________________________ Name: Title: FEG HOLDINGS, INC. By:__________________________________ Name: Title: FOX ENTERTAINMENT GROUP, INC. By:__________________________________ Name: Title: 4 EX-99.1 3 0003.txt NEWS RELEASE DATED AUGUST 14, 2000 EXHIBIT 99.1 [LOGO] News Corporation - -------------------------------------------------------------------------------- N E W S R E L E A S E - -------------------------------------------------------------------------------- For Immediate Release Contacts: Media - Andrew Butcher 212 852 7070 Investors - Reed Nolte 212 852 7092 News Corporation To Acquire Chris-Craft, BHC And UTV In Cash And Stock Transaction Chris-Craft's 10 Stations Add To Strength Of 23 Fox Owned-And-Operated Stations; Increased Competitiveness And Savings Expected To Make Deal Accretive To Earnings - ---------- New York, NY, August 14, 2000 - In a deal that significantly strengthens its highly profitable television station business, News Corporation today announced that it and Fox Television Stations had agreed to acquire Chris-Craft Industries, BHC Communications and United Television, which together own 10 television stations and other assets. News Corporation will pay $5.35 billion, comprising a cash payment of $2.13 billion and approximately 73 million ADRs representing 292 million News Corporation preferred shares (ASX: NCPDP; NYSE: NWS.A). The new stations will be operated under Fox Television Stations within News Corporation's majority-owned subsidiary, Fox Entertainment Group (NYSE: FOX). Fox Entertainment Group will issue 122.2 million of its shares to News Corporation in return for the acquired assets, increasing News Corp.'s equity interest in FEG from 82.76 percent to 85.25 percent. The addition of the Chris-Craft stations will give News Corporation and Fox Television Stations an unequalled presence in the largest US television markets, with 13 stations in the top 10 markets and 20 stations in the top 20 markets, subject to the divestiture of stations as necessary to comply with FCC ownership restrictions. Chris-Craft's integration into the Fox Television Stations group will create duopolies in New York, Los Angeles, Salt Lake City and Phoenix, in addition to Fox's existing duopoly in Dallas. In Los Angeles, the nation's second biggest TV market, Fox will own two television stations and two regional sports networks. With the cost savings and revenue gains that are expected to result from the expanded competitive presence in major markets, the company expects the transaction will be immediately accretive to News Corporation and Fox Entertainment Group earnings. News Corporation Chairman and Chief Executive Rupert Murdoch said the Chris- Craft stations, located in major television markets throughout the United States, perfectly complemented News Corporation's existing group of 23 owned- and-operated stations. "This transaction gives News Corporation and Fox Television Stations a scarce commodity in a highly profitable industry. Fox will now have duopolies in three of the largest television markets in the US: New York, Los Angeles and Dallas. We are acquiring stations with tremendous upside potential, particularly given Fox's strength in local news, entertainment programming, sports and sales," Mr. Murdoch said. "This unique opportunity to increase ratings and revenues through top-market duopolies should quickly deliver substantially increased profits for News Corporation and Fox." Mr. Murdoch continued: "This acquisition will also help Fox expand and improve its services in local news, sports and entertainment programming in the communities we serve." - more - - -------------------------------------------------------------------------------- 1211 AVENUE OF THE AMERICAS . NEW YORK, NEW YORK 10036 . newscorp.com [LOGO] News Corporation N E W S R E L E A S E - -------------------------------------------------------------------------------- Herbert J. Siegel, Chairman and President of Chris-Craft, said: "This merger delivers substantial value to all of the Chris-Craft, BHC and UTV shareholders and gives them the opportunity to participate further in the growth of News Corporation. Rupert Murdoch, a global visionary, has built News Corporation into one of the world's pre-eminent media companies. We have the utmost confidence in News Corporation and Fox Television management's ability to capitalize on our combined assets. I am pleased, as I'm confident all of our shareholders will be, to hold a significant investment in News Corp.'s dynamic future." The stations to be acquired are in: New York (UPN-9), Los Angeles (UPN-13), San Francisco (UPN-44), Minneapolis/St. Paul (UPN-9), Phoenix (UPN-45), Orlando (UPN-65), Portland (UPN-12), Baltimore (UPN-24), Salt Lake City (ABC-4) and San Antonio (NBC-4). Fox Television's existing stations are in: New York (FOX-5), Los Angeles (FOX- 11), Chicago (FOX-32), Philadelphia (FOX-29), Boston (FOX-25), Dallas (FOX-4 and KDFI-27), Washington, DC (FOX-5), Detroit (FOX-2) Atlanta (FOX-5), Houston (FOX- 26), Tampa (FOX-13), Cleveland (FOX-8) Phoenix (FOX-10), Denver (FOX-31), St. Louis (FOX-2), Kansas City (FOX-4) Milwaukee (FOX-6), Salt Lake City (FOX-13), Birmingham (FOX-6), Memphis (FOX-13), Greensboro (FOX-8) and Austin (FOX-7). The transaction, which includes the acquisition of all of the shares of Chris- Craft Industries, Inc. (NYSE: CCN), BHC Communications, Inc. (AMEX: BHC), and United Television, Inc. (NASDAQ: UTVI), is expected to be completed this fiscal year ending June 30, 2001. The transaction is subject to certain closing conditions, including regulatory and shareholder approvals. Chris Craft, which owns approximately 80 percent of the common stock and 97 percent of the voting stock of BHC, has agreed to vote its shares in favor of the BHC merger. BHC, which owns approximately 57 percent of the common and voting stock of UTV, has agreed to vote its shares in favor of the UTV merger. Each Chris Craft stockholder will receive a combination of $34 in cash and 1.1591 News Corporation preferred ADRs (each representing four preferred limited voting ordinary shares). Each stockholder will be entitled to elect to receive instead, subject to the limitation described below, either $85 in cash or 1.9318 preferred ADRs. If this transaction closes after August 13, 2001, the Chris-Craft merger consideration will be increased by $1.00. Each BHC stockholder will receive a combination of $66 in cash and 2.2278 preferred ADRs. Each stockholder will be entitled to elect to receive instead, subject to the limitation below, either $165 in cash or 3.7131 preferred ADRs. Each UTV stockholder will receive a combination of $60 in cash and 2.0253 preferred ADRs. Each stockholder will be entitled to elect to receive instead, subject to the limitation below, either $150 in cash or 3.3755 preferred ADRs. News Corporation preferred ADRs closed at $44.125 on Friday. It is intended that the receipt of the preferred ADRs will be tax-free to the Chris Craft, BHC and UTV stockholders. The elections in each merger are subject to the limitation that 40 percent of the total consideration in such merger be paid in cash and 60 percent in preferred ADRs. If the mergers do not receive FCC approval or an IRS ruling enabling them to be accomplished in a manner that would permit the receipt of the preferred ADRs to be tax-free, - more - - -------------------------------------------------------------------------------- 1211 AVENUE OF THE AMERICAS . NEW YORK, NEW YORK 10036 . newscorp.com [LOGO] News Corporation N E W S R E L E A S E - -------------------------------------------------------------------------------- the parties have agreed to modify the structure of the mergers. In this case, each shareholder will receive, for each share held, $36 (or $37, if the transaction closes after August 13, 2001) and 1.2273 preferred ADRs in the Chris Craft merger, $69.30 and 2.3392 preferred ADRs in the BHC merger and $63 and 2.1266 preferred ADRs in the UTV merger. The receipt of the cash and preferred ADRs will be taxable in the restructured transactions. News Corporation (ASX: NCP, NCPDP; NYSE: NWS, NWS/A; LSE: NEWCP) had total assets as of March 31, 2000 of approximately US$40 billion and total annual revenues of approximately US$14 billion. News Corporation's diversified global operations in the United States, Canada, continental Europe, the United Kingdom, Australia, Latin America and the Pacific Basin include the production of motion pictures and television programming; television, satellite and cable broadcasting; the publication of newspapers, magazines and books; the production and distribution of promotional and advertising products and services; the development of digital broadcasting; the development of conditional access and subscriber management systems, and the creation and distribution of popular on- line programming. Forward Looking Statements: This release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The forward-looking statements in this release address the following subjects: expected date of closing the merger; future financial and operating results; and benefits of the merger. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: the risk that News Corporation's and Chris-Craft's, BHC's and UTV's businesses will not be integrated successfully; costs related to the merger; failure of stockholders to approve the merger; inability to obtain or meet conditions imposed for governmental approvals for the merger; increased competition and its effects on price, spending, third-party relationships and revenues; inability to establish and maintain relationships with advertising and marketing providers; and risks of new and changing regulation in the U.S. and internationally. For a detailed discussion of these and other cautionary statements, please refer to Chris-Craft's, BHC's and UTV's filings with the Securities and Exchange Commission, especially in the "Forward-Looking Statements" section of the Management's Discussion and Analysis section of Chris-Craft's Form 10-K for the fiscal year ended December 31, 1999, and to News Corporation's and Fox Entertainment Group's filings with the Securities and Exchange Commission. Where You Can Find Additional Information: Investors and security holders of Chris-Craft, BHC and UTV are advised to read the joint proxy statement/prospectus regarding the proposed merger when it becomes available because it will contain important information about the transaction. The joint proxy statement/prospectus will be filed with the Securities and Exchange Commission by Chris-Craft, BHC and UTV and by News Corporation. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus when it is available and other documents - more - - -------------------------------------------------------------------------------- 1211 AVENUE OF THE AMERICAS . NEW YORK, NEW YORK 10036 . newscorp.com [LOGO] News Corporation N E W S R E L E A S E - -------------------------------------------------------------------------------- filed by Chris-Craft, BHC and UTV with the Securities and Exchange Commission at its Web site at http://www.sec.gov. The joint proxy statement/prospectus and these other documents may also be obtained for free from Chris-Craft, BHC, UTV or News Corporation. Each of Chris-Craft, BHC and UTV and each of its executive officers and directors may be deemed to be participants in the solicitation of proxies from each of its stockholders with respect to the transactions contemplated by the merger agreements. Information regarding such officers and directors is included in each of its proxy statements for each of its 2000 Annual Meeting of Stockholders filed with the Securities and Exchange Commission. These documents are available free of charge at the Securities and Exchange Commission's Web site at http://www.sec.gov and from each of the companies. - -------------------------------------------------------------------------------- 1211 AVENUE OF THE AMERICAS . NEW YORK, NEW YORK 10036 . newscorp.com -----END PRIVACY-ENHANCED MESSAGE-----