-----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, AcABPqjfv5PnAq1H0u2BgL3U5vJlSspPg4/5JrxlKT+D4KQylYI1mog52e39W2ZJ agydUOEVBTuWoMDMzKBbjQ== 0000950130-02-007947.txt : 20021115 0000950130-02-007947.hdr.sgml : 20021115 20021114180046 ACCESSION NUMBER: 0000950130-02-007947 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021112 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021115 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14595 FILM NUMBER: 02826950 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/A 1 d8ka.txt FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 14, 2002 (November 12, 2002) FOX ENTERTAINMENT GROUP, INC. (Exact name of registrant as specified in its charter)
Delaware 1-14595 95-4066193 (State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification Number) Incorporation)
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 (Former name or former address, if changed since last report) Not applicable FOX ENTERTAINMENT GROUP, INC. This amendment replaces in its entirety the Exhibit 5 opinion filed previously under cover of Form 8-K. Item 7 - Financial Statements and Exhibits (c) Exhibits Exhibit Document ------- -------- 5 Opinion of Hogan & Hartson L.L.P. 23 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5). - 2 - SIGNATURE 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: November 14, 2002 EXHIBIT INDEX -------------- 5 Opinion of Hogan & Hartson L.L.P. 23 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5). EX-5 3 dex5.txt OPINION OF HOGAN & HARTSON L.L.P. Exhibit 5 HOGAN & HARTSON L.L.P. 551 Fifth Avenue New York, NY 10176-0049 TEL (212) 661-6500 FAX (212) 697-6686 www.hhlaw.com Washington, DC WWW.HHLAW.COM November 14, 2002 Board of Directors Fox Entertainment Group, Inc. 1211 Avenue of the Americas New York, New York 10036 Ladies and Gentlemen: We are acting as counsel to Fox Entertainment Group, Inc., a Delaware corporation (the "Company") in connection with the Company's registration statement on Form S-3 (the "Registration Statement") filed with and previously declared effective by the Securities and Exchange Commission (SEC File No. 333-85978) relating to the proposed public offering of up to $2,500,000,000 in aggregate principal amount or value of one or more series of senior or subordinated debt securities (the "Debt Securities") or shares of the Company's Class A Common Stock, par value $.01 per share, (the "Common Stock"). This opinion is rendered in connection with the issuance and sale of 50,000,000 shares of Common Stock (the "Shares"), as described in the Prospectus Supplement dated November 12, 2002 (the "Prospectus Supplement") to the Prospectus dated May 3, 2002 (the "Prospectus"). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. ss. 229.601(b)(5), in connection with the Registration Statement. For purposes of this opinion letter, we have examined copies of the following documents: 1. An executed copy of the Registration Statement. 2. Memorandum to the file regarding telephonic confirmation from the staff of the Commission of the effectiveness of the Registration Statement. 3. The Prospectus and the Prospectus Supplement. WASHINGTON, DC BERLIN BRUSSELS LONDON PARIS BUDAPEST PRAGUE WARSAW MOSCOW TOKYO NEW YORK BALTIMORE McLEAN MIAMI DENVER BOULDER COLORADO SPRINGS LOS ANGELES HOGAN & HARTSON L.L.P. FEG Board of Directors November 14, 2002 Page 2 4. The Restated Certificate of Incorporation of the Company, as certified by the Secretary of the State of Delaware on November 13, 2002 and by the Assistant Secretary of the Company on the date hereof as then being complete, accurate and in effect (the "Restated Certificate of Incorporation"). 5. The Amended By-laws of the Company, as certified by the Assistant Secretary of the Company on the date hereof as then being complete, accurate and in effect (the "By-laws"). 6. Resolutions of (a) the Board of Directors of the Company adopted by unanimous written consent on April 29, 2002 and (b) the Pricing Committee of the Board of Directors adopted by unanimous written consent on November 12, 2002, as certified by the Assistant Secretary of the Company on the date hereof as then being complete, accurate and in effect, relating to, among other things, the offer, issuance and sale of the Common Stock and the arrangements in connection therewith. 7. An executed copy of the Underwriting Agreement, dated November 12, 2002, by and among the Company and Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and an executed copy of the Pricing Agreement, dated November 12, 2002, by and among the Company and Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). As to matters of fact relevant to the opinions expressed herein, we have relied on the representations and statements of fact made in the aforesaid documents. This opinion letter is given, and all statements herein are made, in the context of the foregoing. This opinion letter is based as to matters of law solely on applicable provisions of the Delaware General Corporation Law, as amended, as currently in effect. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations. As used herein, the term "Delaware General Corporation Law, as amended" includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws. Based upon, subject to and limited by the foregoing, we are of the opinion that following the issuance and delivery of certificates for Shares against payment therefor in accordance with the terms of the Agreement, and as contemplated by the Registration Statement and the Prospectus Supplement, the Shares will be validly issued, fully paid, and nonassessable. This opinion letter has been prepared for your use in connection with the filing by the Company of a Current Report on Form 8-K on the date hereof, which Current Report on Form 8-K HOGAN & HARTSON L.L.P. FEG Board of Directors November 14, 2002 Page 3 will be incorporated by reference into the Registration Statement, and speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter. We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Current Report on Form 8-K and to the reference to our firm under the caption "Legal Matters" in the Prospectus and the Prospectus Supplement. In giving this consent, we do not thereby admit that we are an "expert" within the meaning of the Securities Act of 1933, as amended. Very truly yours, HOGAN & HARTSON L.L.P. -----END PRIVACY-ENHANCED MESSAGE-----