UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 9)
Fox Entertainment Group, Inc.
(Name of Subject Company (Issuer))
News Corporation
Fox Acquisition Corp
(Name of Filing Persons (Offerors))
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
35138T107
(CUSIP Number of Class of Securities)
Lawrence A. Jacobs, Esq.
News Corporation
Fox Acquisition Corp
1211 Avenue of the Americas
New York, New York 10036
(212) 852-7000
(Name, address, and telephone numbers of person authorized to
receive notices and communications on behalf of filing persons)
Copy to:
Amy Bowerman Freed, Esq. Lou R. Kling, Esq.
Hogan & Hartson L.L.P. Howard L. Ellin, Esq.
875 Third Avenue Skadden, Arps, Slate, Meagher & Flom LLP
New York, NY 10022 Four Times Square
(212) 918-3000 New York, NY 10036-6522
(212) 735-3000
|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: |_|
This Amendment No. 9 amends and supplements the Tender Offer
Statement on Schedule TO (this "Schedule TO") filed on January 10, 2005 by
News Corporation, a Delaware corporation, and Fox Acquisition Corp, a Delaware
corporation and a wholly owned direct subsidiary of News Corporation, as
amended by Amendment No. 1 thereto on January 10, 2005, Amendment No. 2
thereto on January 25, 2005, Amendment No. 3 thereto on January 27, 2005,
Amendment No. 4 thereto on February 3, 2005, Amendment No. 5 thereto on
February 8, 2005, Amendment No. 6 thereto on February 28, 2005, Amendment No.
7 thereto on March 3, 2005 and Amendment No. 8 thereto on March 4, 2005. This
Schedule TO relates to the offer by Fox Acquisition Corp to exchange (the
"Exchange Offer") 2.04 shares of News Corporation Class A common stock, par
value $0.01 per share (including the associated preferred stock purchase
rights) for each outstanding share of Fox Entertainment Group, Inc. ("Fox")
Class A common stock on terms and conditions contained in the prospectus
related to the Exchange Offer dated February 2, 2005, as supplemented (the
"Prospectus") and the related Letter of Transmittal.
The information set forth in the Prospectus and in the related Letter
of Transmittal is incorporated herein by reference.
On March 14, 2005, News Corporation announced that it has received a
private letter ruling from the Internal Revenue Service ("IRS") relating to
its previously announced internal restructuring transactions and has completed
those transactions.
The completion of the internal restructuring transactions and the
receipt of the IRS private letter ruling are both conditions to the completion
of the Exchange Offer.
The Exchange Offer remains subject to other conditions, including the
condition that there must be validly tendered a majority of the outstanding
shares of Fox Class A common stock not beneficially owned by News Corporation
or its affiliates, directors and executive officers or the directors and
executive officers of Fox, and is currently scheduled to expire at 12:00
Midnight, New York City time, on March 18, 2005, unless extended.
Item 12. Exhibits.
(a)(39) Press Release issued by News Corporation on March 14, 2005
(incorporated by reference from Exhibit 99.1 to News Corporation's
Form 8-K filed on March 14, 2005).
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule TO is true, complete
and correct.
News Corporation
By: /s/ Lawrence A. Jacobs
---------------------------
Name: Lawrence A. Jacobs
Title: Senior Executive Vice
President and Group
General Counsel
Fox Acquisition Corp
By: /s/ Lawrence A. Jacobs
----------------------------
Name: Lawrence A. Jacobs
Title: Senior Executive Vice
President, General Counsel
Date: March 15, 2005
EXHIBIT INDEX
Exhibit
Number Exhibit Description
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(a)(39) Press Release issued by News Corporation on March 14, 2005
(incorporated by reference from Exhibit 99.1 to News
Corporation's Form 8-K filed on March 14, 2005).