-----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, Hc0fFudaOdHzcqPDYpggxIkmnN1lPdAc1tqGRkKH6wFHg2yfChfhxTM9ARWJBHYn JI3rzukSINDuSiOQ+zcnvg== 0000950130-99-006931.txt : 19991209 0000950130-99-006931.hdr.sgml : 19991209 ACCESSION NUMBER: 0000950130-99-006931 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991207 ITEM INFORMATION: FILED AS OF DATE: 19991208 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: SEC FILE NUMBER: 001-14595 FILM NUMBER: 99770958 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 CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 7, 1999 FOX ENTERTAINMENT GROUP, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 1-14595 95-457754 - ------------------ ------- --------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification incorporation) No.) 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. ------------- The News Corporation Limited ("TNCL"), the majority stockholder of Fox Entertainment Group, Inc. (the "Company"), announced on December 7, 1999, that TNCL and Healtheon/WebMD had agreed to enter into a series of related transactions. The Company will, directly or indirectly, participate in certain of these transactions. 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. December 8, 1999. FOX ENTERTAINMENT GROUP, INC. By: /s/ Lawrence A. Jacobs ---------------------------------------- Name: Lawrence A. Jacobs Title: Secretary INDEX TO EXHIBITS Exhibit Description ------- ----------- (99) Statement by The News Corporation Limited, the majority stockholder of the Company. EX-99 2 STATEMENT BY THE NEWS CORPORATION LIMITED EXHIBIT 99 News Corporation and Healtheon/WebMD Form $1 Billion Plus Exclusive Global Partnership News Corporation (NYSE: NWS, NWS/A), one of the world's largest media companies, and Healtheon/WebMD (Nasdaq: HLTH), the first end-to-end Internet healthcare company connecting physicians and consumers to the entire healthcare industry, today announced an exclusive global partnership in unique programming, integrated marketing opportunities, equity and assets. News Corporation will be a 10.8% minority stakeholder in Healtheon/WebMD. The financial terms of the partnership include $700 million in branding services ($400 million domestically and $300 million internationally) provided by News Corporation over 10 years; $100 million purchase of Healtheon/WebMD stock at $50 per share, a $100 million cash investment by News Corporation in an international joint venture; a $62.5 million five-year licensing agreement for syndication of WebMD daily broadcast content; the transfer to Healtheon/WebMD of a 50% interest in The Health Network, a health-focused cable network, and 100% ownership of thehealthnetwork.com. All shares, excluding the cash investment, will be restricted in certain respects for a period of up to three years. The strategic partnership between News Corporation and Healtheon/WebMD will converge the two companies' highly complementary assets to focus on healthcare, the largest vertical market in the world. It creates the opportunity to offer unsurpassed comprehensive reach for integrated programming and cross-promotion on a global scale. Designed to create the dominant brand in healthcare information trusted by consumers, physicians and the healthcare industry, this partnership makes it possible to create and distribute health information worldwide with cross- promoted programming through integrated media vehicles including broadcast, cable, print, online, physician's office and in-store. Partnership Creates Unique Benefits to Consumers, Advertisers and Healthcare - ---------------------------------------------------------------------------- Partners - -------- Under the terms of the agreement, News Corporation and Healtheon/WebMD will leverage each company's unique assets to: . develop, distribute and promote worldwide healthcare programming leveraging News Corporation's global reach . jointly own and run The Health Network, a health-focused cable network . offer a single, global, comprehensive source for healthcare commerce and content needs to both consumers and advertisers and . launch Healtheon/WebMD International, an international multimedia joint venture, to address the international market for Healtheon/WebMD's products and services. Partnership to Accelerate International Growth - ---------------------------------------------- News Corporation and Healtheon/WebMD are also leveraging synergies to accelerate global distribution of Healtheon/WebMD's products and services through the creation of Healtheon/WebMD International, a new, affiliated international joint venture. Aiming to replicate what Healtheon/WebMD have accomplished in the U.S. market, the new joint venture will leverage News Corporation's unmatched global footprint, along with its $100 million cash investment and the $300 million branding services it will provide. Companies Will Produce Unique Programming and Jointly Run The Health Network - ---------------------------------------------------------------------------- Tapping into its newsroom of more than 100 full-time medical experts, Healtheon/WebMD will provide health-related content across all News Corporation properties, such as Fox Broadcasting, The New York Post, and FoxSports.com. New broadcast, print and physician office programming initiatives may include: . A 30-minute show focused on healthcare . A "Sports Injury Report" sponsored by Healtheon/WebMD, during football games . A quarterly celebrity campaign - in which on-air personalities help raise awareness of select health issues . Local "Medical Minutes" working in conjunction with local physicians and hospitals to air during the nightly evening news on News Corporation's owned and operated affiliate stations . An "Ask WebMD" column focused on health issues . A WebMD-branded health guide offered in medical offices to help patients understand their health and access information . Exclusive health and wellness content on all News Corporation Internet properties Fox's Health Network with approximately 14 million subscribers will now be jointly run by Healtheon/WebMD and News Corporation. Each company will focus on its core competencies - News Corporation will run and manage the network and expand its subscription base, and Healtheon/WebMD will build on its broad base of content and partnerships to strengthen the network's programming. The companies plan to leverage the immediacy and interactivity of online to ultimately enhance cable television programming. Select new programming will be piloted on www.webmd.com, enabling News Corporation to capture and gauge reaction and to revise and enhance its programming before unveiling it on The Health Network. Partnership Offers Most Comprehensive Source and Reach of Healthcare Content - ---------------------------------------------------------------------------- News Corporation and Healtheon/WebMD will immediately capitalize on opportunities to promote each other's combined resources. By offering consistent information on-line, in-store, on TV, in print and in the doctor's office, the partnership creates a seamless environment for consumers and affords them access to a global, single source of healthcare content and commerce needs. Healthcare stories and www.webmd.com programs aired on News Corporation stations or appearing in News Corporation publications will direct viewers to webmd.com for follow-up information. Healtheon/WebMD's exposure on all News Corporation's media outlets benefits advertisers and partners by increasing traffic to the site and increasing revenue through partner programs. About News Corporation News Corporation has total assets as of June 30, 1999 of approximately US$36 billion and total annual revenues of approximately US$14 billion. News Corporation's diversified global operations in the United States, Canada, the United Kingdom, Australia, Latin America and the Pacific Basin include the production and distribution of motion pictures and television programming; television, satellite and cable broadcasting; the publication of newspapers, magazines, 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. For more information, visit http://www.newscorp.com. About Healtheon/WebMD Healtheon/WebMD (Nasdaq: HLTH) is the first end-to-end Internet healthcare company connecting physicians and consumers to the entire healthcare industry. Healtheon/WebMD is using the Internet to facilitate a new system for the delivery of healthcare, resulting in a single, secure environment for all communications and transactions that will enable a more efficient and cost effective healthcare system. With corporate headquarters in Atlanta and technology headquarters in Silicon Valley, the company was formed in November 1999 as a result of the merger of Healtheon Corporation, WebMD, Inc., MEDE America and Medcast. For more information, visit http://www.webmd.com. # # # Other than historical information set forth herein, this announcement contains forward-looking statements that involve risks and uncertainties, including those relating to the ability of Healtheon/WebMD's services to decrease costs and improve patient care. Actual results could be materially different from those discussed in this announcement. Factors that could cause actual results to differ include, among others: Healtheon/WebMD's limited operating history, continued growth in the use of the Internet and acceptance of the Internet as a secure medium over which to conduct transactions. Additional risks associated with Healtheon/WebMD's business can be found in its recent Registration Statement on Form S-4 and other periodic filings with the SEC. -----END PRIVACY-ENHANCED MESSAGE-----