-----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, WfOQNNGKMcmH9s4PIIWm3TdDL9BI4uPiroj4Za7uXpzXMo1q6Q4RdjH8TZPjCRf6 D0yVaAiqkjtqd74eT/D0xA== 0001193125-03-099770.txt : 20031229 0001193125-03-099770.hdr.sgml : 20031225 20031229153243 ACCESSION NUMBER: 0001193125-03-099770 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20031222 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031229 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: 031075493 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 UNITED STATES 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): December 29, 2003 (December 22, 2003) 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 (IRS Employer 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 2: Acquisition or Disposition of Assets. On December 22, 2003, General Motors Corporation ("GM"), Hughes Electronics Corporation ("Hughes") and The News Corporation Limited ("News Corporation") completed the split-off of Hughes from GM and the acquisition by News Corporation of 34% of the outstanding common stock of Hughes. The acquisition of the Hughes common stock was effected pursuant to a Stock Purchase Agreement between News Corporation, Hughes and GM and an Agreement and Plan of Merger by and among News Corporation, Hughes and GMH Merger Sub, Inc., each dated April 9, 2003, as amended. Immediately following the acquisition, pursuant to a Transfer Agreement among News Corporation, News Publishing Australia Limited, News America Incorporated, FEG Holdings, Inc. and Fox Entertainment Group, Inc. ("FEG"), dated as of April 9, 2003, News Corporation transferred all of the 470,420,752 shares of Hughes Common Stock it had acquired to FEG in exchange for $4.5 billion in debt and 74,522,705 shares of Class A Common Stock of FEG. FEG is a majority-owned subsidiary of News Corporation. The issuance by FEG of the Class A Common Stock to News Corporation increased News Corporation's indirect equity interest in FEG from approximately 80.6% to approximately 82%. News Corporation's voting power remains at approximately 97%. The number of shares of FEG Class A Common Stock issued to News Corporation was determined based on a price of $14 per share of Hughes Common Stock, the value agreed to by the parties to the Stock Purchase Agreement, and a price of $27.99 per share of FEG Class A Common Stock, the value of the Class A Common Stock as agreed to by the parties to the Transfer Agreement. A copy of the press release announcing the completion of these transactions released by News Corporation, GM and Hughes is attached as Exhibit 99.1 to this Report. Item 7: Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired. The financial statements required by this item are not being filed herewith. To the extent such information is required by this item, they will be filed with the Securities and Exchange Commission by amendment as soon as practicable, but not later than 60 days after the date on which this Current Report on Form 8-K is required to be filed. (b) Pro Forma Financial Information. The pro forma financial information required by this item are not being filed herewith. To the extent such information is required by this item, they will be filed with the Securities and Exchange Commission by amendment as soon as practicable, but not later than 60 days after the date on which this Current Report on Form 8-K is required to be filed. (c) Exhibits. The following exhibits are being filed herewith: 2.1 Agreement and Plan of Merger dated as of April 9, 2003 by and among The News Corporation Limited, Hughes Electronics Corporation and GMH Merger Sub (incorporated by reference to Exhibit 99B to the Form 6-K filed by News Corporation on April 14, 2003 (SEC File No. 1-9141)). 2.2 Amendment No. 1 to Agreement and Plan of Merger dated July 16, 2003 by and among The News Corporation Limited, Hughes Electronics Corporation and GMH Merger Sub ( incorporated by reference to Exhibit 2.5 to Amendment No. 1 to Form F-4 filed by News Corporation on July 24, 2003 (SEC File No. 333-105853)). 2.3 Stock Purchase Agreement, dated as of April 9, 2003, by and among the News Corporation Limited, Hughes Electronics Corporation and General Motors Corporation (incorporated by reference to Exhibit 99A to the Form 6-K filed by News Corporation on April 14, 2003 (SEC File No. 1-9141)). 2.4 Amendment No. 1 to the Stock Purchase Agreement, dated as of April 25, 2003, by and among The News Corporation Limited, Hughes Electronics and General Motors Corporation (incorporated by reference to Exhibit 2.2 to the Form F-4 filed by News Corporation on June 5, 2003 (SEC File No. 333-105853)). 2.4 Amendment No. 2 to the Stock Purchase Agreement, dated as of August 20, 2003, by and among The News Corporation Limited, Hughes Electronics Corporation and General Motors Corporation (incorporated by reference to Exhibit 2.7 to Amendment No. 2 to the Form F-4 filed by News Corporation on August 21, 2003 (SEC File No. 333-105853)). 2.5 Letter Agreement, dated August 15, 2003, by and among Hughes Electronics Corporation, The News Corporation Limited, GMH Merger Sub, Inc. and General Motors Corporation (incorporated by reference to Exhibit 2.6 to Amendment No.2 to the Form F-4 filed by News Corporation on August 21, 2003 (SEC File No. 333-105853)). 2.6 Letter Agreement, dated as of December 16, 2003, by and among Hughes Electronics Corporation, The News Corporation Limited and GMH Merger Sub, Inc. (incorporated by reference to Exhibit 12 to the Schedule 13D filed by FEG on December 22, 2003 (SEC File No. 1-14595)). 10.1 Transfer Agreement dated as of April 9, 2003 among The News Corporation Limited, News Publishing Australia Limited, News America Incorporated, FEG Holdings, Inc. and Fox Entertainment Group, Inc. (incorporated by reference to Exhibit 99.1 to the Form 8-K of FEG filed on May 7, 2003 (SEC File No. 1-14595)). 10.2 LIBOR Promissory Note dated December 22, 2003 (filed herewith). 10.3 Term Promissory Note dated December 22, 2003 (filed herewith). 99.1 Press Release (filed herewith) 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: December 29, 2003 FOX ENTERTAINMENT GROUP, INC. By: /s/ Lawrence A. Jacobs ------------------------- Lawrence A. Jacobs Senior Vice President INDEX TO EXHIBITS 10.2 LIBOR Promissory Note dated December 22, 2003 10.3 Term Promissory Note dated December 22, 2003 99.1 Press Release dated December 22, 2003 EX-10.2 3 dex102.txt PROMISSORY NOTE DATED DECEMBER 22,2003 Exhibit 10.2 FEG LIBOR PROMISSORY NOTE As of December 22, 2003 $2,000,000,000 FOR VALUE RECEIVED, the undersigned, Fox Entertainment Group, Inc, a Delaware corporation (the "Promisor") promises to pay to the order of FEG Holdings, Inc., a Delaware corporation ("Promisee"), at the office of the Promisee at c/o News America Incorporated, 1211 Avenue of the Americas, New York, New York 10036, or at such other address as to which the Promisee or any other holder shall give notice to the Promisor, (i) the principal sum of Two Billion Dollars ($2,000,000,000) on June 30, 2009 (the "Maturity Date"), and (ii) interest on the principal amount remaining unpaid hereunder from time to time outstanding from the date hereof until the Maturity Date (or such later date as the Principal Amount shall be repaid in full), accruing at a rate per annum equal to the London Interbank Offered Rate ("LIBOR") plus 1% payable quarterly on March 31, June 30, September 30 and December 31 of each year (or if such date is not a business day in New York, NY, then on the next business day) (an "Interest Payment Date"), commencing on the next Interest Payment Date following the date of this Libor Promissory Note, until the unpaid principal amount of this Libor Promissory Note, together with all accrued and unpaid interest, has been paid in full. Notwithstanding any other provision of this Libor Promissory Note, the Promisor may, at its option, prepay this Libor Promissory Note, in whole at any time or in part from time to time, without penalty or premium, each such prepayment to be accompanied by the payment of accrued interest to the date of each prepayment on the amount prepaid. Promisor hereby covenants and agrees with Promisee that it shall not prepay, and shall cause its subsidiaries not to prepay, any or all of the principal amount of any promissory note owed by Promisor or any of its subsidiaries to Promisee or to any of the affiliates of Promisee prior to the stated maturity date of any such promissory note, unless and until the principal and all accrued and unpaid interest on this Libor Promissory Note have been paid in full. If (a) the Promisor shall fail to pay any principal of or interest on this Libor Promissory Note when due (whether by scheduled maturity, acceleration, demand or otherwise), or (b) the Promisor shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Promisor seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for such person or for any substantial part of its property; or the Promisor shall take any action to authorize or effect any of the actions set forth above in this clause (b); then the Promisee may, at its option,(i) declare the outstanding principal amount of the Libor Promissory Note and all other amounts due hereunder to be immediately due and payable, whereupon the outstanding principal amount of this Libor Promissory Note and all such other amounts (including accrued interest) shall become and shall be forthwith due and payable, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, and (ii) exercise any and all of its other rights under applicable law and hereunder. The Promisor agrees that all notices or other communications provided for hereunder shall be in writing (including telecommunications) and shall be mailed or delivered to the Promisor at the address of the Promisor set forth next to its signature, or at such other address as may hereafter be specified by the Promisor to the Promisee (at its address set forth herein) in writing. All notices and communications shall be effective (i) if mailed, when received or three days after mailing, whichever is earlier, and (ii) if delivered, upon delivery. No failure on the part of the Promisee to exercise, and no delay in exercising, any right, power, privilege or remedy hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise thereof by the Promisee preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy of the Promisee. No amendment or waiver of any provision of this Libor Promissory Note, nor consent to any departure by the Promisor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Promisee, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. The Promisor hereby agrees to pay on demand all costs and expenses (including, without limitation, all fees and expenses of counsel to the Promisee) incurred by the Promisee in connection with the enforcement of the Promisee's rights, and the collection of all amounts due, hereunder. This Libor Promissory Note shall be governed by and construed according to the internal laws of the State of New York without giving effect to conflicts of law principles. Any action arising out of or relating to this Libor Promissory Note may, at the election of the Promisee, be brought and prosecuted only in that State, and in the event of such election, the Promisor hereby consents to the jurisdiction and venue of any courts in such jurisdiction and waives trial by jury. IN WITNESS WHEREOF, the undersigned has caused this Libor Promissory Note to be executed by its duly authorized representative, as of the date and year first above written. Fox Entertainment Group, Inc. By: /s/ Lawrence A. Jacobs ----------------------------- Name: Lawrence A. Jacobs Title: Senior Vice President EX-10.3 4 dex103.txt TERM PROMISSORY NOTE DATED DECEMBER 22,2003 Exhibit 10.3 FEG TERM PROMISSORY NOTE As of December 22, 2003 $2,500,000,000 FOR VALUE RECEIVED, the undersigned, Fox Entertainment Group, Inc, a Delaware corporation (the "Promisor") promises to pay to the order of FEG Holdings, Inc., a Delaware corporation ("Promisee"), at the office of the Promisee at c/o News America Incorporated, 1211 Avenue of the Americas, New York, New York 10036, or at such other address as to which the Promisee or any other holder shall give notice to the Promisor, (i) the principal sum of Two Billion Five Hundred Million Dollars ($2,500,000,000) on June 30, 2009 (the "Maturity Date"), and (ii) interest on the principal amount remaining unpaid hereunder from time to time outstanding from the date hereof until the Maturity Date (or such later date as the Principal Amount shall be repaid in full), accruing at rate of eight percent (8%) per annum payable quarterly on March 31, June 30, September 30 and December 31 of each year (or if such date is not a business day in New York, NY, then on the next business day) (an "Interest Payment Date"), commencing on the next Interest Payment Date following the date of this Term Promissory Note, until the unpaid principal amount of this Term Promissory Note, together with all accrued and unpaid interest, has been paid in full. Notwithstanding the foregoing, at the election of the Promisor by notice given to the Promisee at any time prior to the close of business on any Maturity Date, the Promisor may elect to extend the Maturity Date of this Term Promissory Note for not more than two (2) successive one year periods beyond the initial Maturity Date set forth above; provided, however, that in no event shall the Maturity Date be extended later than June 30, 2011. Notwithstanding any other provision of this Term Promissory Note, the Promisor may, at its option, prepay this Term Promissory Note, in whole at any time or in part from time to time, without penalty or premium, each such prepayment to be accompanied by the payment of accrued interest to the date of each prepayment on the amount prepaid; provided, however, that no such prepayment shall be made if there remains unpaid any principal or interest under a Libor Promissory Note dated as of even date hereof made by Promisor to the order of Promisee in the principal amount of Two Billion Dollars ($2,000,000,000), or any amendments or modifications thereto or replacements thereof. If (a) the Promisor shall fail to pay any principal of or interest on this Term Promissory Note when due (whether by scheduled maturity, acceleration, demand or otherwise), or (b) the Promisor shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Promisor seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for such person or for any substantial part of its property; or the Promisor shall take any action to authorize or effect any of the actions set forth above in this clause (b); then the Promisee may, at its option,(i) declare the outstanding principal amount of the Term Promissory Note and all other amounts due hereunder to be immediately due and payable, whereupon the outstanding principal amount of this Term Promissory Note and all such other amounts (including accrued interest) shall become and shall be forthwith due and payable, without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, and (ii) exercise any and all of its other rights under applicable law and hereunder. The Promisor agrees that all notices or other communications provided for hereunder shall be in writing (including telecommunications) and shall be mailed or delivered to the Promisor at the address of the Promisor set forth next to its signature, or at such other address as may hereafter be specified by the Promisor to the Promisee (at its address set forth herein) in writing. All notices and communications shall be effective (i) if mailed, when received or three days after mailing, whichever is earlier, and (ii) if delivered, upon delivery. No failure on the part of the Promisee to exercise, and no delay in exercising, any right, power, privilege or remedy hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise thereof by the Promisee preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy of the Promisee. No amendment or waiver of any provision of this Term Promissory Note, nor consent to any departure by the Promisor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Promisee, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. The Promisor hereby agrees to pay on demand all costs and expenses (including, without limitation, all fees and expenses of counsel to the Promisee) incurred by the Promisee in connection with the enforcement of the Promisee's rights, and the collection of all amounts due, hereunder. This Term Promissory Note shall be governed by and construed according to the internal laws of the State of New York without giving effect to conflicts of law principles. Any action arising out of or relating to this Term Promissory Note may, at the election of the Promisee, be brought and prosecuted only in that State, and in the event of such election, the Promisor hereby consents to the jurisdiction and venue of any courts in such jurisdiction and waives trial by jury. IN WITNESS WHEREOF, the undersigned has caused this Term Promissory Note to be executed by its duly authorized representative, as of the date and year first above written. Fox Entertainment Group, Inc. By: /s/ Lawrence A. Jacobs ----------------------------- Name: Lawrence A. Jacobs Title: Senior Vice President EX-99.1 5 dex991.txt PRESS RELEASE Exhibit 99.1 News Corporation, GM and Hughes Complete Hughes Transactions NEW YORK, NY, December 22, 2003 - The News Corporation Ltd. (NYSE: NWS, NWS.A), General Motors Corp. (NYSE: GM) and Hughes Electronics (NYSE: HS) announced today that they have successfully completed the split-off of Hughes from GM and the acquisition by News Corporation of 34 percent of the outstanding common stock of Hughes. In the transactions, GM split-off Hughes by distributing Hughes common stock to the holders of GM Class H common stock in exchange for the shares that they own. Simultaneously, GM sold its 19.8 percent economic interest in Hughes to News Corporation in exchange for cash and News Corporation Preferred American Depositary Shares (Preferred ADSs). News Corporation then acquired from the former GM Class H common stockholders an additional 14.2 percent of the outstanding shares of Hughes common stock in exchange for News Corporation Preferred ADSs. GM sold 80 percent of its 19.8 percent retained economic interest in Hughes to News Corporation for a total of approximately $3.1 billion in cash. GM sold the remaining 20 percent of its retained economic interest in Hughes to News Corporation for approximately 28.6 million News Corporation Preferred ADSs, which was determined using an exchange ratio of 0.52083 News Corporation Preferred ADSs for each share of Hughes common stock, as per the agreements among GM, Hughes and News Corporation. Immediately prior to the close of the Hughes transaction, there were 1,109,270,842 shares of GM Class H common stock outstanding. As a result of the transactions, GM Class H common stockholders received about 0.8232 shares of Hughes common stock and about 0.0921 News Corporation Preferred ADSs for each share of GM Class H common stock held immediately prior to the closing of the transaction. After completion of the transactions, News Corporation transferred its entire 34 percent interest in Hughes to Fox Entertainment Group, Inc. (NYSE: FOX) in exchange for two promissory notes totaling $4.5 billion and approximately 74.5 million shares of Class A common stock of Fox Entertainment Group valued at $27.99 per share. As a result of the transfer, News Corporation's equity interest in Fox Entertainment Group increased to approximately 82.0 percent from approximately 80.6 percent while its voting power remained at approximately 97 percent. General Motors, the world's largest vehicle manufacturer, designs, builds and markets cars and trucks worldwide and has been the global automotive sales leader since 1931. GM employs about 340,000 people around the world. Hughes is a world-leading provider of digital television entertainment, broadband satellite networks and services, and global video and data broadcasting. News Corporation is a diversified international media and entertainment company with operations in eight industry segments: filmed entertainment; television; cable network programming; direct broadcast satellite television; magazines and inserts; newspapers; book publishing; and other. The activities of News Corporation are conducted principally in the United States, Continental Europe, the United Kingdom, Australia, Asia and the Pacific Basin. Fox Entertainment Group, Inc., 82 percent owned by The News Corporation Ltd., is principally engaged in the development, production and worldwide distribution of feature films and television programs, television broadcasting and cable network programming. Fox has total assets as of September 30, 2003 of approximately $24 billion and total annual revenues of approximately $11 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. -----END PRIVACY-ENHANCED MESSAGE-----