Prepared By R.R. Donnelley Financial -- 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): 12/13/2007
News Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 001-32352
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Delaware
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26-0075658
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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1211 Avenue of the Americas
New York, NY 10036
(Address of principal executive offices, including zip code)
212-852-7000
(Registrant’s telephone number, including area code)
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
On December 13, 2007, News Corporation (the "Company") announced the completion of its acquisition of Dow Jones & Company, Inc. ("Dow Jones") pursuant to the Agreement and Plan of Merger, dated as of July 31, 2007, by and among the Company, Ruby Newco LLC, a wholly-owned subsidiary of the Company ("Ruby Newco"), Dow Jones and Diamond Merger Sub Corporation, as amended (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of Dow Jones common stock was converted into the right to receive, at the election of the holder, either (x) $60.00 in cash or (y) 2.8681 Class B common units of Ruby Newco. Each Class B common unit of Ruby Newco is convertible after a period of time into a share of News Corporation Class A common stock.All holders of Dow Jones common stock who prior to the election deadline submitted valid unit elections in accordance with the Merger Agreement and the election form will receive Ruby Newco Class B common units in accordance with such elections.
Upon the closing of the merger, Dow Jones became a wholly-owned subsidiary of Ruby Newco.
A copy of the Company's press release announcing the closing of the Dow Jones acquisition is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
Exhibit
Number Description
99.1 Press release of News Corporation dated December 13, 2007.
Signature(s)
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.
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News Corporation
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Date: December 13, 2007
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By:
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/s/ Lawrence A. Jacobs
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Lawrence A. Jacobs
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Senior Executive Vice President and Group General Counsel
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Exhibit Index
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Exhibit No.
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Description
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EX-99.1
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Press release of News Corporation, dated December 13, 2007.
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