UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2004 (October 26, 2004)
Commission File Number: 1-9141
THE NEWS CORPORATION LIMITED
(Name of Registrant)
2 Holt Street, Sydney, New South Wales, 2010, Australia
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F:
Form 20-F X Form 40-F
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes No X
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes No X
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934:
Yes No X
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): Not Applicable
Annexed hereto as Exhibit A is a press release of The News
Corporation Limited ("News Corporation") dated October 26, 2004
announcing that shareholders and optionholders had approved
News Corporation's reincorporation to the United States.
Such announcement was released to the Australian Stock Exchange
and also released in New York.
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, thereunto duly authorized.
THE NEWS CORPORATION LIMITED
Date: October 26, 2004 By: /s/ Arthur M. Siskind
Arthur M. Siskind
Director
EXHIBIT INDEX
Exhibit Page No. in Sequential
Numbering System
A. Press Release of The News Corporation Limited 6
dated October 26, 2004.
EXHIBIT A
News Corporation
N E W S R E L E A S E
For Immediate Release Contact: Greg Baxter 61 419 461 368
Andrew Butcher 212-852-7070
Shareholders and Optionholders Overwhelmingly Approve
Reincorporation
______________________
ADELAIDE, AUSTRALIA, October 26, 2004: News Corporation announced that
shareholders and optionholders had overwhelmingly approved the company's
reincorporation at a series of meetings today.
Holders of ordinary shares voting on the scheme (excluding the Murdoch
family and associates) voted 91.28 percent of their shares in favour of
the proposal, easily exceeding the required majority of 75 percent.
Similarly, holders of preferred non-voting shares voting on the scheme
(excluding the Murdoch family and associates) voted 96.23 percent of
their shares in favour, again well in excess of the 75 percent
majority required.
The proposal also required approval by more than 50 percent of the
number of shareholders voting on the scheme in each class. More than
98 percent of the holders of ordinary shares and more than 96 percent
of the holders of preferred shares that voted (excluding the Murdoch
family and associates), voted in favour.
The proposal had already been approved by shareholders and optionholders
who are members or associates of the Murdoch family at separate class
meetings held immediately prior to the AGM today.
News Corporation chairman and chief executive officer, Mr Rupert Murdoch
said he was delighted with the results.
"The overwhelming support of our shareholders is a clear endorsement of
the strategic direction that management and the board have laid out for
the next stage of the development of News Corporation," Mr Murdoch said.
"The high voter turnout and the high proportion of votes in favour
demonstrate that shareholders have overwhelmingly endorsed this proposal."
"We firmly believe that having our primary stock listing on the NYSE
will make News Corp a more attractive investment for a far larger
pool of potential shareholders. "The move to the United States will
give the company far greater financial flexibility with which to
pursue our goals."
Mr Murdoch reiterated that the move in no way diminished the company's
commitment to Australia.
"This reincorporation is recognition that our head office has been
located overseas for many years and that the vast majority of our
revenues and earnings are derived from the United States. But we will
remain an active and committed participant in the Australian media
industry.
"Last night I was proud to lay the foundation stone on the site of the
new $60 million home for The Advertiser and The Sunday Mail in Adelaide.
Last month, we announced a $200 million upgrade to our printing
facilities in Sydney as part of a $500 million commitment to upgrading
and expanding our Australian businesses over the next four years.
Having been approved by shareholders and optionholders, the company
intends to apply to the Federal Court of Australia on Wednesday, November
3 for approval of the schemes of arrangement for the reincorporation. If
court approval is given, the schemes will be fully implemented shortly
thereafter.
The complete results from the scheme meetings and the company's annual
general meeting today are as follows:
1. Share Scheme Meeting of Ordinary Shareholders (other than the
Murdoch Family and their associates)
Total votes:
The total number of votes cast on the poll (including the proxy
votes) was 948,414,737. The total votes were cast as follows:
FOR 865,699,911 (91.28%)
AGAINST 82,714,826 (8.72%)
Shareholders:
The total number of Ordinary Shareholders (other than the Murdoch
Family and their associates) who voted in person or by proxy on the
resolution was 114,719. Those shareholders voted as follows:
FOR 112,606 (98.16%)*
AGAINST 2,113 (1.84%)*
* 21 shareholders voted both for and against the resolution.
Result:
The resolution was therefore approved by the necessary majorities.
Shareholders holding 29,540,582 shares abstained from voting on
the resolution.
2. Share Scheme Meeting of Preferred Shareholders (other than the Murdoch
Family and their
associates)
Total votes:
The total number of votes cast on the poll (including the proxy votes)
was 2,869,221,708. The total votes were cast as follows:
FOR 2,761,016,295 (96.23%)
AGAINST 108,205,413 (3.77%)
Shareholders:
The total number of Preferred Shareholders (other than the Murdoch Family
and their associates) who voted in person or by proxy on the resolution
was 75,906. Those shareholders voted as follows:
FOR 73,368 (96.66%)*
AGAINST 2,538 (3.34%)*
* 14 shareholders voted both for and against the resolution.
Result:
The resolution was therefore approved by the necessary majorities.
Shareholders holding 52,910,995 shares abstained from voting on the
resolution.
3. Capital Reduction Meeting
The total number of votes cast on the poll (including the proxy votes)
was 3,842,429,582. The total votes were cast as follows:
FOR 3,678,946,217 (95.75%)
AGAINST 163,483,365 (4.25%)
Result:
The resolution was therefore approved by the necessary majority.
Shareholders holding 81,064,695 shares abstained from voting on the
resolution.
4. Scheme Meeting of Optionholders (other than the Murdoch Family
and their associates)
Total votes:
The total number of votes cast on the poll (including the proxy
votes) was 419,350,769. The total votes were cast as follows:
FOR 419,153,799 (99.95%)
AGAINST 196,970 (0.05%)
Optionholders:
The total number of Optionholders (other than the Murdoch Family
and their associates) who voted in person or by proxy on the
resolution was 756. Those optionholders voted as follows:
FOR 754 (99.74%)
AGAINST 2 (0.26%)
Result:
The resolution was therefore approved by the necessary majorities.
Optionholders holding options carrying 1,371,458 votes abstained
from voting on the resolution.
5. Share Scheme Meeting of Ordinary Shareholders who are members or
associates of the Murdoch Family
Total votes:
The total number of votes cast on the poll (including the proxy votes)
was 627,089,640. The total votes were cast as follows:
FOR 627,089,640 (100%)
AGAINST Nil (0%)
Shareholders:
The total number of Ordinary Shareholders who are members or associates
of the Murdoch Family who voted in person or by proxy on the resolution
was 17. Those shareholders voted as follows:
FOR 17 (100%)
AGAINST Nil (0%)
Result:
The resolution was therefore approved by the necessary majorities.
There were no abstentions on the resolution.
The proxies received prior to the meeting in relation to the resolution
were as follows:
For the resolution 336,613,728
Against Nil
Abstain Nil
Undirected 290,445,518
6. Share Scheme Meeting of Preferred Shareholders who are members or
associates of the Murdoch Family
Total votes:
The total number of votes cast on the poll (including the proxy votes)
was 217,279,240. The total votes were cast as follows:
FOR 217,279,240 (100%)
AGAINST Nil (0%)
Shareholders:
The total number of Ordinary Shareholders who are members or associates
of the Murdoch Family who voted in person or by proxy on the resolution
was 13. Those shareholders voted as follows:
FOR 13 (100%)
AGAINST Nil (0%)
Result:
The resolution was therefore approved by the necessary majorities.
There were no abstentions on the resolution.
The proxies received prior to the meeting in relation to the resolution
were as follows:
For the resolution 157,032,720
Against Nil
Abstain Nil
Undirected 60,238,667
7. Option Scheme Meeting of Optionholders who are members or associates
of the Murdoch Family
Total votes:
The total number of votes cast on the poll (including the proxy votes)
was 44,465,845. The total votes were cast as follows:
FOR 44,465,845 (100%)
AGAINST Nil (0%)
Optionholders:
The total number of Optionholders who are members or associates of the
Murdoch Family who voted in person or by proxy on the resolution was 7.
Those optionholders voted as follows:
FOR 7 (100%)
AGAINST Nil (0%)
Result:
The resolution was therefore approved by the necessary majorities.
There were no abstentions on the resolution.
The proxies received prior to the meeting in relation to the resolution
were as follows:
For the resolution 44,465,845
Against Nil
Abstain Nil
Undirected Nil
8. Annual General Meeting
(a) Resolution to re-elect Mr Cowley
The resolution was passed on a show of hands.
The proxies received prior to the meeting in relation to the
resolution were as follows:
For the resolution 1,182,135,379
Against 40,763,353
Abstain 5,684,611
Undirected 333,957,943
(b) Resolution to re-elect Mr Devoe
The resolution was passed on a show of hands.
The proxies received prior to the meeting in relation to the
resolution were as follows:
For the resolution 1,181,276,161
Against 43,380,709
Abstain 3,842,872
Undirected 334,034,344
(c) Resolution to elect Mr Dinh
The resolution was passed on a show of hands.
The proxies received prior to the meeting in relation to the
resolution were as follows:
For the resolution 1,197,882,081
Against 24,862,711
Abstain 5,586,271
Undirected 334,210,223
(d) Resolution to elect Mr Barnes
The resolution was passed on a show of hands.
The proxies received prior to the meeting in relation to the
resolution were as follows:
For the resolution 1,199,562,470
Against 25,098,916
Abstain 3,823,017
Undirected 334,056,083
(e) Resolution to elect Mr Thornton
The resolution was passed on a show of hands.
The proxies received prior to the meeting in relation to the
resolution were as follows:
For the resolution 1,181,320,668
Against 41,645,912
Abstain 5,126,392
Undirected 334,296,672
The News Corporation Limited (NYSE: NWS, NWS.A; ASX: NCP, NCPDP)
had total assets as of June 30, 2004 of approximately US$52 billion
and total annual revenues of approximately US$20 billion. 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.
For more information about News Corporation, please visit www.newscorp.com.
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