As filed with the Securities and Exchange Commission on August 6, 2004
Registration No. 333-111424
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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The News Corporation Limited
(Exact name of issuer of deposited securities as specified in its charter)
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N/A
(Translation of issuer's name into English)
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Australia
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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111 Wall Street
New York, New York 10043
(212) 657-5100
(Address, including zip code, and telephone number, including area code, of
depositary's principal executive offices)
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Arthur Siskind, Esq.
News America Incorporated
1211 Avenue of the Americas
New York, New York 10036
(212) 852-7000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Jeffrey W. Rubin, Esq. Herman H. Raspe, Esq.
Hogan & Hartson LLP Patterson, Belknap, Webb & Tyler LLP
875 Third Avenue 1133 Avenue of the Americas
New York, NY 10022 New York, New York 10036
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It is proposed that this filing become effective under Rule 466:
:|_| immediately upon filing.
:|_| on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box : |_|
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Aggregate Price Per Aggregate Offering Registration
Unit* Price** Fee
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American Depositary Shares, each N/A N/A N/A N/A
representing four (4) preferred limited
voting ordinary shares, par value A$
0.50, per share, of The News
Corporation Limited ("Company").
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* Each unit represents 100 American Depositary Shares.
** Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(k), such estimate is computed on the basis of the
maximum aggregate fees or charges to be imposed in connection with the
issuance of receipts evidencing American Depositary Shares.
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Registrant hereby amends this Post-Effective Amendment No. 1 to Registration
Statement on such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which specifically states
that this Post-Effective Amendment No. 1 to Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, or until this Post-Effective Amendment No. 1 to Registration
Statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
This Post-Effective Amendment No. 1 to Registration Statement may be
executed in any number of counterparts, each of which shall be deemed an
original, and all of such counterparts together shall constitute one and the
same instrument.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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1. Name of Depositary and address of its principal Face of Receipt - introductory article
executive office
2. Title of Receipts and identity of deposited Face of Receipt - top center
securities
Terms of Deposit:
(i) The amount of deposited securities Face of Receipt - upper right corner
represented by one American Depositary
Share
(ii) The procedure for voting, if any, the Reverse of Receipt - Paragraphs (13)
deposited securities and (14)
(iii) The collection and distribution of Face of Receipt - Paragraphs (4), (7)
dividends and (9);
Reverse of Receipt - Paragraphs (12),
(13) and (17)
(iv) The transmission of notices, reports and Face of Receipt - Paragraph (9)
proxy soliciting material Reverse of Receipt - Paragraph (13),
(14), (16) and (21)
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(v) The sale or exercise of rights Face of Receipt - Paragraphs (3), (4) and
(6);
Reverse of Receipt - Paragraphs (12),
(13) and (21)
(vi) The deposit or sale of securities Reverse of Receipt - Paragraphs (12)
resulting from dividends, splits or plans and (15)
of reorganization
(vii) Amendment, extension or termination Reverse of Receipt - Paragraphs (20)
and of the deposit agreement and (21)
(viii) Rights of holders of Receipts to inspect Face of Receipt - Paragraph (16)
the transfer books of the Depositary
and the list of holders of Receipts
(ix) Restrictions upon the right to deposit or Face of Receipt - Paragraphs (2), (3),
withdraw the underlying securities (4), and (5);
Reverse of Receipt - Paragraph (22)
(x) Limitation upon the liability of the Face of Receipt - Paragraph (6);
Depositary Reverse of Receipt - Paragraph (18)
3. Fees and charges which may be imposed Face of Receipt - Paragraph (6)
directly or indirectly on holders of Receipts
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (11)
The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with the United States Securities and Exchange Commission (the
"Commission"). These reports can be inspected by holders of Receipts and copied
at public reference facilities maintained by the Commission located at Judiciary
Plaza, 450 Fifth Street, N.W., (Room 1024), Washington D.C. 20549.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt included as Annex I to the Form of Amendment No. 1 to Amended and
Restated Deposit Agreement filed as Exhibit (a)(ii) to this Post-Effective
Amendment No. 1 to Registration Statement and incorporated herein by
reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) Amended and Restated Deposit Agreement, dated as of December
3, 1996, by and among The News Corporation Limited (the "Company"), Citibank,
N.A., as the depositary (the "Depositary"), and all Holders from time to time of
American Depositary Receipts issued thereunder (including form of the American
Depositary Receipt ("ADR") to be issued thereunder) - Previously filed as
Exhibit (a) to Form F-6 Registration Statement No. 333-10562 and incorporated
herein by reference.
(a)(ii) Form of Amendment No. 1 to Amended and Restated Deposit
Agreement, by and among the Company, the Depositary, all Holders from time to
time of American Depositary Receipts issued thereunder, and (to the extent
contemplated therein) certain Beneficial Owners of American Depositary Shares
(the "Amendment") - Filed herewith as Exhibit (a)(ii)
(b)(i) Letter Agreement, dated as of November 25, 2003 between the
Company and the Depositary - Previously filed as Exhibit (b)(1) to Form F-6
Registration Statement No. 333-111424 and incorporated herein by reference.
(b)(ii) Letter Agreement, dated as of November 25, 2003 between the
Company and the Depositary - Previously filed as Exhibit (b)(2) to Form F-6
Registration Statement No. 333-111424 and incorporated herein by reference.
(c)(i) Form of Restricted Securities Letter Agreement, between the
Company, the Depositary and General Motors Corporation - Previously filed as
Exhibit (c)(1) to Form F-6 Registration Statement No. 333-111424 and
incorporated herein by reference.
(c)(ii) Letter Agreement, dated as of October 15, 2003, between the
Company, the Depositary, Liberty Media Corporation and Liberty NC XIII, INC -
Previously filed as Exhibit (c)(2) to Form F-6 Registration Statement No.
333-111424 and incorporated herein by reference.
(c)(iii) Letter Agreement, dated as of December 17, 2001, between
the Company, the Depositary, News Publishing Australia Limited, Liberty Media
Corporation, LMC International, Inc. and Citicorp Nominees Pty Limited -
Previously filed as Exhibit (c)(3) to Form F-6 Registration Statement No.
333-111424 and incorporated herein by reference.
(c)(iv) Letter Agreement, dated as of December 3, 2001 among the
Company, the Depositary, and Liberty Media Corporation - Previously filed as
Exhibit (c)(4) to Form F-6 Registration Statement No. 333-111424 and
incorporated herein by reference.
(c)(v) Letter Agreement, dated as of December 3, 2001, among the
Company, the Depositary, and Liberty Media Corporation - Previously filed as
Exhibit (c)(5) to Form F-6 Registration Statement No. 333-111424.
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(c)(vi) Letter Agreement, dated July 15, 1999, between the Company
and the Depositary - Previously filed as Exhibit (c) to Form F-6 Registration
Statement No. 333-13420 and incorporated herein by reference.
(d) Opinion of Frettra M. Miller, counsel to the Depositary, as to
the legality of the securities to be registered - Previously filed as Exhibit
(d) to Form F-6 Registration Statement No. 333-111424 and incorporated herein by
reference.
(e) Certificate under Rule 466 - None
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company - Set forth on signature pages to the
Form F-6 Registration Statement No. 333-111424.
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Item 4. UNDERTAKINGS
(a) The Depositary undertakes to make available at the principal
office of the Depositary in the United States, for inspection by holders of the
American Depositary Receipts, any reports and communications received from the
issuer of the deposited securities which are both (1) received by the Depositary
as the holder of the deposited securities, and (2) made generally available to
the holders of the underlying securities by the issuer.
(b) If the amount of fees charged is not disclosed in the
prospectus, the Depositary undertakes to prepare a separate document stating the
amount of any fee charged and describing the service for which it is charged and
to deliver promptly a copy of such fee schedule without charge to anyone upon
request. The Depositary undertakes to notify each registered holder of a Receipt
thirty days before any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Citibank, N.A., acting solely on behalf of the legal entity created by
the Amended and Restated Deposit Agreement dated as of December 3, 1996, as
proposed to be amended by Amendment No. 1 to Amended and Restated Deposit
Agreement, by and among The News Corporation Limited, Citibank, N.A., as
depositary, all Holders from time to time of American Depositary Receipts issued
thereunder, and (to the extent contemplated therein) certain Beneficial Owners
of American Depositary Shares, certifies that it has reasonable grounds to
believe that all the requirements for filing on Form F-6 are met and has duly
caused this Post-Effective Amendment No. 1 to Registration Statement on Form F-6
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on the 6th day of August, 2004.
Legal entity created by the Amended and
Restated Deposit Agreement as proposed to be
amended by Amendment No. 1 to Amended and
Restated Deposit Agreement for the issuance
of American Depositary Receipts evidencing
American Depositary Shares ("ADSs"), each
ADS representing four (4) preferred limited
voting ordinary shares, of The News
Corporation Limited.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Susanna Mancini
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Name: Susanna Mancini
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, The News Corporation Limited certifies that it has reasonable grounds
to believe that all the requirements for filing on Form F-6 are met and has duly
caused this Post-Effective Amendment No. 1 to Registration Statement on Form F-6
to be signed on its behalf by the undersigned thereunto duly authorized, in
Australia on this 6th day of August, 2004.
The News Corporation Limited
By: /s/ Arthur M. Siskind
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Name: Arthur M. Siskind
Title: Executive Director
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to Registration Statement has been
signed by the following persons in the following capacities on August 6, 2004.
Signature Title
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* Executive Director; Chairman and Chief
---------------------------------- Executive (Principal Executive Officer)
K. Rupert Murdoch
* Executive Director and Chief Financial
---------------------------------- Officer (Principal Financial Officer and
David F. DeVoe Principal Accounting Officer)
* Executive Director
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Chase Carey
* Executive Director
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Peter Chernin
* Executive Director
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Lachlan K. Murdoch
/s/ Arthur M. Siskind Executive Director and Authorized
---------------------------------- Representative in the United States
Arthur M. Siskind
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* Non-Executive Director
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Kenneth E. Cowley
* Non-Executive Director
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Andrew S.B. Knight
* Non-Executive Director
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Roderick I. Eddington
* Non-Executive Director
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Thomas J. Perkins
* Non-Executive Director
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Stanley S. Shuman
* Non-Executive Director
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Geoffrey C. Bible
Non-Executive Director
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Peter Barnes
Non-Executive Director
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Viet Dinh
Non-Executive Director
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John L. Thornton
/s/ Arthur M. Siskind
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*By Arthur M. Siskind as attorney-in-fact.
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a)(ii) Form of Amendment No. 1 to Amended
and Restated Deposit Agreement