-----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, WBmHo5bAMAYP4u615KNPYv44yOeZ2DPwXogBhtv5XC05CxsrTOzMmm43giuU/G9U 0fgjWzKbniFt0Gmzb5G52Q== 0001021408-01-510660.txt : 20020411 0001021408-01-510660.hdr.sgml : 20020411 ACCESSION NUMBER: 0001021408-01-510660 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011001 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011121 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: 1798331 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): October 1, 2001 FOX ENTERTAINMENT GROUP, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 1-14595 95-4066193 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File (IRS Employer incorporation) Number) Identification 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 name or former address, if changed since last report) Item 5. Other Events. On October 1, 2001, The News Corporation Limited ("News Corporation"), Fox Television Stations, Inc. ("Fox Television Stations") and Clear Channel Communications, Inc. ("Clear Channel") completed the exchange of Clear Channel's WFTC-TV (Fox-29) in Minneapolis, Minnesota for Fox Television Stations' KTVX-TV (ABC-4) in Salt Lake City, Utah and KMOL-TV (NBC-4) in San Antonio, Texas. A copy of the press release issued by News Corporation and Fox Television Stations announcing the transaction is attached as Exhibit 99.1 to this Report and is incorporated herein by reference. The KTVX and KMOL television stations were acquired by Fox Entertainment Group, Inc. ("FEG") and certain of its affiliates from Chris-Craft Industries, Inc. ("Chris-Craft") and certain of its subsidiaries on July 31, 2001, subject to a Department of Justice (the "DOJ") Consent Order requiring the divestiture of KTVX. The transfer of KTVX to Clear Channel was approved by the DOJ and satisfied the divestiture requirements of the DOJ's Consent Order. The Federal Communications Commission's (the "FCC") approval of the Chris-Craft acquisitions by FEG also required the divestiture of KTVX which was satisfied by the filing of the application to assign the KTVX license to Clear Channel with the FCC. On November 1, 2001, News Corporation, Fox Television Stations and Viacom, Inc. completed the exchange of Viacom's WDCA-TV (UPN-20) in Washington, D.C. and KTXH-TV (UPN-20) in Houston, Texas for Fox Television Stations' KBHK-TV (UPN-44) in San Francisco, California. A copy of the press release issued by News Corporation and Fox Television Stations announcing the transaction is attached as Exhibit 99.2 to this Report and is incorporated herein by reference. The consummation of the Clear Channel and Viacom transactions have reduced the national audience reach of Fox Television Stations, moving News Corporation closer toward compliance with the FCC's national station ownership cap. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99.1 Press Release issued by The News Corporation Limited on October 1, 2001. 99.2 Press Release issued by The News Corporation Limited on November 6, 2001. Risks associated with the business of FEG can be found in its Securities and Exchange Commission filings. FEG expressly disclaims any intent or obligation to update these forward-looking statements. -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 ------------------------------------- Name: Lawrence A. Jacobs Title: Secretary Dated: November 20, 2001 -3- EXHIBIT INDEX 99.1 Press Release issued by The News Corporation Limited on October 1, 2001. 99.2 Press Release issued by The News Corporation Limited on November 6, 2001. -4- EX-99.1 3 dex991.txt PRESS RELEASE ISSUED BY NEWS CORP ON 10/01/2001 Exhibit 99.1 - ------------ News Corporation NEWS RELEASE 1211 AVENUE OF THE AMERICAS . NEW YORK, NEW YORK 10036 . newscorp.com For Immediate Release Contact: Andrew Butcher 212 852 7070 Fox Television Stations and Clear Channel Communications Complete Station Swaps New York, NY, October 1, 2001 - News Corporation, Fox Television Stations, Inc. and Clear Channel Communications Inc. today announced the completion of the exchange of Clear Channel' s WFTC-TV in Minneapolis, Minnesota for Fox' s KTVX-TV in Salt Lake City, Utah and KMOL-TV in San Antonio, Texas. The acquisition of WFTC-TV gives Fox a second station in Minneapolis, the 13 th largest U.S. television market. Fox acquired KMSP-TV, the UPN affiliate in Minneapolis, in July as part of its acquisition of Chris-Craft Industries. Fox Television Stations also has duopolies in New York, Los Angeles, Dallas and Phoenix, and proposed duopolies in Washington, D.C, and Houston. With the sale of KTVX-TV, News Corp. and Fox Television Stations have complied with Department of Justice (DOJ) and Federal Communications Commission (FCC) divestiture orders. The sale of KMOL-TV has reduced the national audience reach of the Fox Television Stations. The News Corporation Limited (NYSE: NWS, NWS.A; ASX: NCP, NCPDP; LSE: NEWCP) is one of the world' s largest media companies with total assets as of June 30, 2001 of approximately US$43 billion and total annual revenues of approximately US$14 billion. News Corporation' s diversified global operations in the United States, Canada, the United Kingdom, continental Europe, 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 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. For more information on News Corporation, please visit www.newscorp.com. ---------------- - -------------------------------------------------------------------------------- For Immediate Release Contact: Andrew Butcher 212 852 7070 EX-99.2 4 dex992.txt PRESS RELEASE ISSUED BY NEWS CORP ON 11/06/2001 Exhibit 99.2 - ------------ News Corporation NEWS RELEASE 1211 AVENUE OF THE AMERICAS . NEW YORK, NEW YORK 10036 . newscorp.com For Immediate Release Contact: Andrew Butcher 212 852 7070 Fox Television Stations and Viacom Complete Station Swaps Swaps Give Fox Television Stations Seven Duopolies - ------------------------- New York, NY, November 6, 2001 - News Corporation, Fox Television Stations, Inc. and Viacom today announced the completion of the exchange of Viacom's WDCA-TV in Washington, D.C. and KTXH-TV in Houston, Texas for Fox's KBHK-TV in San Francisco, California. The acquisition of WDCA-TV and KTXH-TV gives Fox second stations in Washington, the 8th largest U.S. television market, and in Houston, the 11th largest market. Fox Television Stations also has duopolies in New York, Los Angeles, Dallas, Minneapolis and Phoenix. Fox owns 33 stations, including stations in nine of the top 10 markets in the United States. With the sale of KBHK-TV, News Corp. and Fox Television Stations have further reduced the national audience reach of the Fox Television Stations group. The News Corporation Limited (NYSE: NWS, NWS.A; ASX: NCP, NCPDP; LSE: NEWCP) is one of the world's largest media companies with total assets as of June 30, 2001 of approximately US$43 billion and total annual revenues of approximately US$14 billion. News Corporation's diversified global operations in the United States, Canada, the United Kingdom, continental Europe, 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 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. For more information on News Corporation, please visit www.newscorp.com. ---------------- - -------------------------------------------------------------------------------- For Immediate Release Contact: Andrew Butcher 212 852 7070 -----END PRIVACY-ENHANCED MESSAGE-----