-----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, LpleftC4H8Wilskikhzasi3MOo6RiJW3gKN7P9DB/cq7avItLvI/GZGgzpfAselL 3JHcDgjLYWlyuWL7NZu2ag== 0000950172-05-002701.txt : 20050816 0000950172-05-002701.hdr.sgml : 20050816 20050816170542 ACCESSION NUMBER: 0000950172-05-002701 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050816 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050816 DATE AS OF CHANGE: 20050816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWS CORP CENTRAL INDEX KEY: 0001308161 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 260075658 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32352 FILM NUMBER: 051031403 BUSINESS ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-852-7000 MAIL ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: NEWS CORPORATION, INC. DATE OF NAME CHANGE: 20041108 8-K 1 nyc545065.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ______________ FORM 8-K ______________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 August 16, 2005 (August 16, 2005) DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) ______________ NEWS CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ______________ Delaware 000-32352 26-0075658 (STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (IRS EMPLOYER OF INCORPORATION) IDENTIFICATION NO.) 1211 Avenue of the Americas, New York, New York 10036 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) (212) 852-7000 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) NOT APPLICABLE (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ______________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 3.03 Material Modification to Rights of Security Holders. (a) On August 16, 2005, News Corporation, a Delaware corporation (the "Company"), entered into an amendment ("Amendment No. 2") to the Rights Agreement, dated as of November 8, 2004, by and between the Company and Computershare Investor Services, LLC, as Rights Agent, as amended by Amendment No. 1 thereto, dated as of November 23, 2004 (as so amended, the "Rights Agreement"). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Rights Agreement. Amendment No. 2 amends the Rights Agreement to extend the Final Expiration Date of the Rights Agreement from November 8, 2005 to November 8, 2007. A copy of Amendment No. 2 is filed as an Exhibit to this Form 8-K and incorporated herein by reference. The foregoing description of Amendment No. 2 is qualified in its entirety by reference to the Rights Agreement and Amendment No. 2. In addition, a copy of the Company's press release announcing its Board of Directors' determination to amend the Rights Agreement is filed as an Exhibit to this Form 8-K and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. 4.1 Amendment No. 2 to Rights Agreement, dated as of August 16, 2005, by and between News Corporation and Computershare Investor Services, LLC, as Rights Agent. 99.1 Press release, dated August 10, 2005, announcing, among other things, News Corporation's determination to extend the expiration date of its stockholder rights plan (incorporated by reference to Exhibit 99.1 of the Report of News Corporation on Form 8-K (File No. 001-32352) filed with the Securities and Exchange Commission on August 10, 2005). 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. Date: August 16, 2005 NEWS CORPORATION By: /s/ Lawrence A. Jacobs ---------------------------- Name: Lawrence A. Jacobs Title: Senior Executive Vice President and Group General Counsel EXHIBIT INDEX Exhibit No. Description ----------- ----------- 4.1 Amendment No. 2 to Rights Agreement, dated as of August 16, 2005, by and between News Corporation and Computershare Investor Services, LLC, as Rights Agent. 99.1 Press release, dated August 10, 2005, announcing, among other things, News Corporation's determination to to extend the expiration date of its stockholder rights plan (incorporated by reference to Exhibit 99.1 of the Report of News Corporation on Form 8-K (File No. 001-32352) filed with the Securities and Exchange Commission on August 10, 2005). EX-4 2 nyc545021.txt EXHIBIT 4.1 Exhibit 4.1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT AMENDMENT NO. 2, dated as of August 16, 2005 (this "Amendment No. 2"), to the Rights Agreement, dated as of November 8, 2004 (the "Rights Agreement"), between News Corporation, Inc. (n/k/a News Corporation), a Delaware corporation (the "Company"), and Computershare Investor Services, LLC, as Rights Agent (the "Rights Agent"), as amended by Amendment No. 1 thereto, dated as of November 23, 2004 ("Amendment No. 1"). WHEREAS, the Company and the Rights Agent entered into the Rights Agreement specifying the terms of the Rights (as defined therein); WHEREAS, the Company and the Rights Agent agreed as of November 23, 2004, to amend the Rights Agreement as set forth in Amendment No. 1; WHEREAS, the Company and the Rights Agent desire to further amend the Rights Agreement in accordance with Section 27 of the Rights Agreement; WHEREAS, the Board of Directors of the Company has authorized and adopted this Amendment No. 2 at a meeting of directors duly called and held; NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement, Amendment No. 1 and this Amendment No. 2, the parties hereby agree as follows: 1. Section 7(a) of the Rights Agreement is hereby amended to read in its entirety: "Subject to Section 7(e) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, and an amount equal to any tax or charge required to be paid under Section 9(e), at or prior to the earlier of (i) 5:00 P.M., New York City time, on November 8, 2007, or such earlier or later date as may be established by the Board prior to the expiration of the Rights (such date, as it may be advanced or extended by the Board, the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed or exchanged as provided in Section 23 and Section 24 hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration Date")." 2. Exhibit B to the Rights Agreement is hereby amended by replacing the term "November 8, 2005," in each place in which such term appears in Exhibit B, with the term "November 8, 2007." 3. Exhibit C to the Rights Agreement is hereby amended by: (a) replacing the term "November 8, 2005," in each place in which such term appears in Exhibit C, with the term "November 8, 2007"; (b) inserting the term ", as amended," at the end of the last sentence of the first paragraph of Exhibit C; and (c) inserting the phrase ", with any amendments to the Rights Agreement being filed as Exhibits to Current Reports on Form 8-K" at the end of the first sentence of the last paragraph of Exhibit C. 4. The term "Agreement" as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended hereby. 5. This Amendment No. 2 shall be effective as of the date hereof and, except as set forth herein, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. 6. This Amendment No. 2 may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed as of the day and year first above written. Attest: NEWS CORPORATION By: /s/ Lawrence A. Jacobs By: /s/ David F. DeVoe ---------------------------------- ---------------------------- Name: Lawrence A. Jacobs Name: David F. DeVoe Title: Senior Executive Vice Title: Senior Executive Vice President & Group General President & Chief Counsel Financial Officer Attest: COMPUTERSHARE INVESTOR SERVICES, LLC By: /s/ Blanche Hurt By: /s/ Gerard Mullins ------------------------------- --------------------------- Name: Blanche Hurt Name: Gerard Mullins Title: General Counsel Title: Treasurer -----END PRIVACY-ENHANCED MESSAGE-----