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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 16, 2014
TWENTY-FIRST CENTURY FOX, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Commission File Number: 001-32352
| Delaware | 26-0075658 | |
| (STATE OR OTHER JURISDICTION OF INCORPORATION) |
(IRS EMPLOYER IDENTIFICATION NO.) |
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)
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 7.01. | Regulation FD Disclosure. |
On July 16, 2014, Twenty-First Century Fox, Inc. (the “Company”) issued a press release confirming press reports that it had made a formal business combination proposal to acquire Time Warner Inc. and indicating that the Time Warner Inc. Board of Directors declined to pursue such proposal. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
This Current Report on Form 8-K is being furnished solely to satisfy the requirements of Regulation FD in light of the disclosure. The furnishing of the information in this Item 7.01 is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information in this Item 7.01 is material information that is not otherwise publicly available.
The information in this Current Report on Form 8-K and the Exhibit attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth in such filing.
| Item 9.01. | Financial Statements and Exhibits |
| (c) | Exhibits |
| Exhibit Number |
Description | |
| 99.1 | Press Release of Twenty-First Century Fox, Inc., dated July 16, 2014. | |
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.
| TWENTY-FIRST CENTURY FOX, INC. | ||
| By: | /s/ Janet Nova | |
| Janet Nova | ||
| Executive Vice President and Deputy Group General Counsel | ||
Dated: July 16, 2014
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release of Twenty-First Century Fox, Inc., dated July 16, 2014. | |