UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
August 16, 2005 (August 16, 2005)
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
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NEWS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware 000-32352 26-0075658
(STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
1211 Avenue of the Americas, New York, New York 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)
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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 3.03 Material Modification to Rights of Security Holders.
(a) On August 16, 2005, News Corporation, a Delaware corporation
(the "Company"), entered into an amendment ("Amendment No. 2") to the Rights
Agreement, dated as of November 8, 2004, by and between the Company and
Computershare Investor Services, LLC, as Rights Agent, as amended by Amendment
No. 1 thereto, dated as of November 23, 2004 (as so amended, the "Rights
Agreement"). Capitalized terms used but not defined herein shall have the
meanings ascribed thereto in the Rights Agreement.
Amendment No. 2 amends the Rights Agreement to extend the Final
Expiration Date of the Rights Agreement from November 8, 2005 to November 8,
2007. A copy of Amendment No. 2 is filed as an Exhibit to this Form 8-K and
incorporated herein by reference. The foregoing description of Amendment No. 2
is qualified in its entirety by reference to the Rights Agreement and
Amendment No. 2. In addition, a copy of the Company's press release announcing
its Board of Directors' determination to amend the Rights Agreement is filed
as an Exhibit to this Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
4.1 Amendment No. 2 to Rights Agreement, dated as of August
16, 2005, by and between News Corporation and
Computershare Investor Services, LLC, as Rights Agent.
99.1 Press release, dated August 10, 2005, announcing, among
other things, News Corporation's determination to extend the
expiration date of its stockholder rights plan (incorporated
by reference to Exhibit 99.1 of the Report of News
Corporation on Form 8-K (File No. 001-32352) filed with the
Securities and Exchange Commission on August 10, 2005).
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.
Date: August 16, 2005 NEWS CORPORATION
By: /s/ Lawrence A. Jacobs
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Name: Lawrence A. Jacobs
Title: Senior Executive Vice
President and Group
General Counsel
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 Amendment No. 2 to Rights Agreement, dated as of August
16, 2005, by and between News Corporation and
Computershare Investor Services, LLC, as Rights Agent.
99.1 Press release, dated August 10, 2005, announcing, among
other things, News Corporation's determination to to extend
the expiration date of its stockholder rights plan
(incorporated by reference to Exhibit 99.1 of the Report of
News Corporation on Form 8-K (File No. 001-32352) filed with
the Securities and Exchange Commission on August 10, 2005).