-----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, FKDSF45qMG3HVaOk3a5JDqE+1n1hitXmfbSxYO55wI6bvcznWcC48KZyH7pCzQjq ZNEug3RyPQPyp/b8PWqUYA== 0000950130-02-002817.txt : 20020422 0000950130-02-002817.hdr.sgml : 20020422 ACCESSION NUMBER: 0000950130-02-002817 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020416 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOX ENTERTAINMENT GROUP INC CENTRAL INDEX KEY: 0001068002 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 954066193 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14595 FILM NUMBER: 02617338 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 d8k.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): April 22, 2002 (April 16, 2002) FOX ENTERTAINMENT GROUP, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-14595 95-4066193 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 1211 Avenue of the Americas New York, New York 10036 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 852-7111 -------------- Not applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 4: Changes in Registrant's Certifying Accountant. On April 16, 2002, Fox Entertainment Group, Inc. (the "Company") dismissed Arthur Andersen LLP as its independent auditors. The reports of Arthur Andersen LLP on the Company's financial statements for the fiscal years ended June 30, 2000 and June 30, 2001 did not contain an adverse opinion, disclaimer of opinion or qualification or modification as to uncertainty, audit scope or accounting principles. We note that the report on the financial statements for the year ended June 30, 2001 referenced the required change in the method of accounting for filmed entertainment costs. During the fiscal years ended June 30, 2000 and June 30, 2001 and during the subsequent interim period, there were no disagreements with Arthur Andersen LLP on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures. During the fiscal years ended June 30, 2000 and June 30, 2001 and during the subsequent interim period, there were no reportable events (as defined in Item 304 (a) (1) (v) of Regulation S-K). The Company provided Arthur Andersen LLP with a copy of the disclosures it is making herein prior to the filing of this Current Report on Form 8-K with the Securities and Exchange Commission and requested that Arthur Andersen LLP furnish the Company a letter addressed to the Securities and Exchange Commission stating whether Arthur Andersen LLP agrees with the statements made by the Company herein and, if not, stating the respects in which it does not agree. Arthur Andersen LLP's letter, dated April 17, 2002, is attached as Exhibit 16.1 hereto and incorporated by reference. Simultaneously with the dismissal of its former auditors, the Company engaged Ernst & Young LLP to act as its independent auditors as successor to Arthur Andersen LLP. During the two most recent fiscal years and subsequent interim period, the Company has not consulted with Ernst & Young LLP regarding (i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, or (ii) any matter that was either the subject of disagreement on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures or a reportable event (as defined in Item 304 (a) (1) (v) of Regulation S-K). The Audit Committee of the Company's Board of Directors approved the dismissal of Arthur Andersen LLP and this action was ratified by the Company's Board of Directors. The Audit Committee of the Company's Board of Directors simultaneously recommended the appointment of Ernst & Young LLP as the Company's independent auditors and this action was approved by the Company's Board of Directors. Item 7: Financial Statements and Exhibits (a) Not applicable. (b) Not applicable. (c) Exhibits. The following exhibits are being filed herewith: 16.1 Letter from Arthur Andersen LLP, dated April 17, 2002, to the Securities and Exchange Commission. 99.1 Press Release -2- 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. FOX ENTERTAINMENT GROUP, INC. By: /s/ Lawrence A. Jacobs ------------------------- Lawrence A. Jacobs Secretary Dated: April 22, 2002 -3- INDEX TO EXHIBITS 16.1 Letter from Arthur Andersen LLP, dated April 17, 2002, to the Securities and Exchange Commission. 99.1 Press Release -4- EX-16.1 3 dex161.txt LETTER FROM ARTHUR ANDERSEN LLP, DATED 4/17/02 Exhibit 16.1 [LETTERHEAD OF ARTHUR ANDERSEN] Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 April 17, 2002 Dear Sir/Madam: We have read the first two paragraphs of Item 4 included in the Form 8-K dated April 22, 2002 of Fox Entertainment Group, Inc. be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein. Very truly yours, /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP cc: Mr. David F. DeVoe, Chief Financial Officer Fox Entertainment Group, Inc. EX-99.1 4 dex991.txt PRESS RELEASE Exhibit 99.1 [GRAPHIC] FOX ENTERTAINMENT GROUP ================================================================================ N E W S R E L E A S E - -------------------------------------------------------------------------------- For Immediate Release Contact: Andrew Butcher 212 852 7070 Fox Entertainment Group Appoints Ernst & Young As Auditor ========================= New York, NY, April 17, 2002 -- Fox Entertainment Group, Inc. today announced that its Board of Directors, with the concurrence of its Audit Committee, has appointed Ernst & Young to replace Arthur Andersen as the Company's independent auditors for the year ended June 30, 2002. The appointment of Ernst & Young was made after careful consideration by the Audit Committee, the Board of Directors and management of the Company, and concludes a thorough evaluation process. The decision to change auditors was not the result of any disagreement between the Company and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. During its tenure as the Company's independent auditors, Arthur Andersen has provided many years of quality service and has demonstrated a high level of professionalism. Fox Entertainment Group, Inc. (NYSE: FOX), 85.3% owned by The News Corporation Limited, is principally engaged in the development, production and worldwide distribution of feature films and television programs, television broadcasting and cable network programming. Fox had total assets as of December 31, 2001 of approximately US$24.3 billion and total annual revenues of approximately US$9 billion. The Company's studios, production facilities and film and television library provide high-quality creative content, and the Company's broadcasting and cable networks provide extensive distribution platforms for the Company's programs. For more information about Fox Entertainment Group, please visit www.fox.com ----------- --------------------------------------------------------------------- 1211 AVENUE OF THE AMERICAS * NEW YORK, NEW YORK 10036 * fox.com -----END PRIVACY-ENHANCED MESSAGE-----