FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of December 2003 (December 22, 2003)
THE NEWS CORPORATION LIMITED
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(Name of Registrant)
2 Holt Street, Sydney, New South Wales, 2010, Australia
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(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 ____
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Indicate by a 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
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Indicate by a 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
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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
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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 copy of the announcement by General Motors
Corporation ("GM"), Hughes Electronics Corporation ("Hughes") and The News
Corporation Limited ("News Corporation") that they have completed the split-off
of Hughes from GM and the acquisition by News Corporation of 34% of the
outstanding common stock of Hughes. News Corporation has transferred its
interest in Hughes to Fox Entertainment Group, Inc.("FEG") in exchange for $4.5
billion in debt and approximately 74.5 million shares of Class A Common Stock
of FEG.
Such announcement was released in New York and to the Australian Stock Exchange
on December 22, 2003.
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: December 22, 2003 By: /s/ Arthur M. Siskind
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Arthur M. Siskind
Director
EXHIBIT INDEX
Exhibit Page No. in Sequential
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A. Announcement made by GM, Hughes and News
Corporation, on December 22, 2003, regarding
completion of the acquisition by News
Corporation of 34% of the common stock of
Hughes.
EXHIBIT A
News Corporation, GM and Hughes Complete Hughes Transactions
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NEW YORK, NY, DECEMBER 22, 2003 - The News Corporation Ltd. (NYSE: NWS, NWS.A),
General Motors Corp. (NYSE: GM) and Hughes Electronics (NYSE: HS) announced
today that they have successfully completed the split-off of Hughes from GM and
the acquisition by News Corporation of 34 percent of the outstanding common
stock of Hughes.
In the transactions, GM split-off Hughes by distributing Hughes common stock to
the holders of GM Class H common stock in exchange for the shares that they
own. Simultaneously, GM sold its 19.8 percent economic interest in Hughes to
News Corporation in exchange for cash and News Corporation Preferred American
Depositary Shares (Preferred ADSs). News Corporation then acquired from the
former GM Class H common stockholders an additional 14.2 percent of the
outstanding shares of Hughes common stock in exchange for News Corporation
Preferred ADSs.
GM sold 80 percent of its 19.8 percent retained economic interest in Hughes to
News Corporation for a total of approximately $3.1 billion in cash. GM sold the
remaining 20 percent of its retained economic interest in Hughes to News
Corporation for approximately 28.6 million News Corporation Preferred ADSs,
which was determined using an exchange ratio of 0.52083 News Corporation
Preferred ADSs for each share of Hughes common stock, as per the agreements
among GM, Hughes and News Corporation.
Immediately prior to the close of the Hughes transaction, there were
1,109,270,842 shares of GM Class H common stock outstanding. As a result of the
transactions, GM Class H common stockholders received about 0.8232 shares of
Hughes common stock and about 0.0921 News Corporation Preferred ADSs for each
share of GM Class H common stock held immediately prior to the closing of the
transaction.
After completion of the transactions, News Corporation transferred its entire
34 percent interest in Hughes to Fox Entertainment Group, Inc. (NYSE: FOX) in
exchange for two promissory notes totaling $4.5 billion and approximately 74.5
million shares of Class A common stock of Fox Entertainment Group valued at
$27.99 per share. As a result of the transfer, News Corporation's equity
interest in Fox Entertainment Group increased to approximately 82.0 percent
from approximately 80.6 percent while its voting power remained at
approximately 97 percent.
General Motors, the world's largest vehicle manufacturer, designs, builds and
markets cars and trucks worldwide and has been the global automotive sales
leader since 1931. GM employs about 340,000 people around the world.
Hughes is a world-leading provider of digital television entertainment,
broadband satellite networks and services, and global video and data
broadcasting.
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.
Fox Entertainment Group, Inc., 82 percent owned by The News Corporation Ltd.,
is principally engaged in the development, production and worldwide
distribution of feature films and television programs, television broadcasting
and cable network programming. Fox has total assets as of September 30, 2003 of
approximately $24 billion and total annual revenues of approximately $11
billion. The company's studios, production facilities and film and television
library provide high-quality creative content, and the company's broadcasting
and cable networks provide extensive distribution platforms for the company's
programs.