FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of April 2004 (April 9, 2004)
THE NEWS CORPORATION LIMITED
(Name of Registrant)
2 Holt Street, Sydney, New South Wales, 2010, Australia
(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
Indicate by 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
Indicate by 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
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
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 letter, dated April 6, 2004,
by the Chairman and Chief Executive of The New Corporation
Limited ("News Corporation") to the shareholders regarding
News Corporation's announcement that it is pursuing a
reorganization that would change News Corporation's place of
incorporation to the United States.
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: April 9, 2004 By: /s/ Arthur M. Siskind
Arthur M. Siskind
Director
EXHIBIT INDEX
Exhibit Page No. in Sequential
Numbering System
A. Chairman and Chief Executive's Letter
to the Shareholders of News Corporation
dated April 6, 2004. 6
EXHIBIT A
News Corporation
RUPERT MURDOCH, A.C.
CHAIRMAN AND CHIEF EXECUTIVE
April 6, 2004
To our Shareholders,
I am writing to you today about an exciting new chapter in our
Company's history.
News Corporation's Board of Directors has proposed a plan that,
if approved by shareholders and regulators, would move the Company's
place of incorporation from Australia to the United States.
While the proposed reorganization would result in you owning shares
in a U.S. company, your interest in News Corporation will remain
unchanged. The proposal would have no effect on our Australian
operations and the Board believes there are significant benefits
for the Company and its shareholders,including:
- An expanded shareholder base that will increase demand for
News Corporation shares;
- Significant improvement in News Corporation's access to U.S.
capital markets, enabling the Company to raise funds on a more
attractive basis; and
- The Company maintaining a listing on the Australian Stock
Exchange and expected continued inclusion in local indices.
As part of the reorganization, News Corporation would also acquire
the 58% of Queensland Press Pty Ltd presently owned by Murdoch family
interests. My family will not vote its interests on any of the
proposals associated with the reorganization.
Given the benefits to shareholders, your directors believe that there
is a compelling case for putting this proposal to shareholders. The
transactions contemplated in this proposal would be non-taxable to
most shareholders. The proposal also reflects News Corporation's
presence in the U.S., where we generate more than 75% of our revenues
and profits.
Changing the Company's place of incorporation will not diminish News
Corporation's longstanding and deep commitment to our Australian
operations, nor will it change the importance of our Australian
businesses to the broader Company.
I have enclosed a press release outlining the proposed reorganization,
which, if approved, we expect would be completed by the end of 2004.
An Information Memorandum with details of the transactions will be
mailed to you in the coming months. In the meantime, if you want more
information or have any questions, please visit a special website
devoted to the proposal: www.newscorp.com/reorg
Yours sincerely,
Rupert Murdoch
Chairman and Chief Executive,
The News Corporation Limited
1211 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10036 newscorp.com
News Corporation
N E W S R E L E A S E
For Immediate Release Contacts: Media: Andrew Butcher 61-2-9288-1008
Investors: Reed Nolte 1-212-852-7092
NEWS CORPORATION PLANS TO REINCORPORATE IN THE UNITED
STATES
MOVE EXPECTED TO BENEFIT ALL SHAREHOLDERS AND
SIGNIFICANTLY EXPAND SHAREHOLDER BASE
NO CHANGE IN NEWS CORPORATION'S COMMITMENT TO
AUSTRALIA
COMPANY TO ACQUIRE MURDOCH CONTROLLING STAKE IN
QUEENSLAND PRESS PTY LTD
KEY POINTS
- Subject to regulatory, tax and court approvals, and shareholder
vote, home country of incorporation would change from Australia to
United States by end of 2004
- New primary listing in the U.S expected to significantly expand
Company's shareholder base and increase demand for News Corporation
shares
- Incorporation in U.S. would significantly improve News Corporation's
access to U.S. capital markets, enabling Company to raise funds on
more attractive terms
- Company will maintain listing on Australian Stock Exchange and active
presence in Australian capital markets, and expects to continue inclusion
in local indices
- No change to News Corporation's operations, staff and investment in
Australia
- Special committee of non-executive directors to evaluate reorganization
and Queensland Press acquisition based on independent valuations
- Murdoch voting interests will not increase as a result of reorganization
and acquisition of Queensland Press
- Murdoch Interests will not vote on any of the shareholder proposals
SYDNEY, Australia, April 6, 2004 - News Corporation today announced that
it will pursue a reorganization that would change the Company's place
of incorporation to the United States. In connection with this
reorganization, News Corporation would also acquire from the Murdoch
Interests the 58% controlling holdings in Queensland Press Pty Ltd (QPL)
not currently owned by the Company.
The proposed reorganization would benefit all shareholders by increasing
the scope and depth of the Company's shareholder base and increasing its
liquidity, while maintaining News Corporation's listings on the Australian
Stock Exchange. The proposal also reflects News Corporation's presence
in the U.S., where more than 75% of the Company's revenues and profits are
generated. For various Australian purposes, News Corporation is already
treated as foreign-owned. The transactions contemplated in this proposal
will be non-taxable to the vast majority of shareholders.
The proposal is subject to shareholder approval. The Murdoch family
interests will not vote with other shareholders on any of the proposed
transactions and the Murdoch voting interests will not increase if
shareholders approve the proposal.
The Board has established a special committee of non-executive directors
to evaluate the reorganization and the QPL transaction and the benefits
to the Company's shareholders. The completion of the reorganization and
the QPL transaction will be subject to obtaining regulatory clearances,
court approvals, certain tax rulings and the requisite vote of the Company's
shareholders and option holders. In addition, the reorganization and
QPL transaction will be subject to obtaining independent appraisals and
fairness opinions.
The special committee will retain independent legal counsel and investment
banking advice to assist the committee in evaluating the reorganization
and the QPL transaction. If approved by the special committee and
subsequently by the Board of Directors, the transactions will be presented
to an Australian court and then submitted to News Corporation's shareholders
and option holders for approval. If approved, the reorganization is expected
to be completed by the end of this calendar year.
Reorganization
The proposed reorganization will be accomplished under Australian law whereby
existing holders of News Corporation's ordinary and preferred shares, including
those ordinary shares and preferred shares represented by American Depositary
Shares (ADRs), will exchange their shares for equivalent shares of voting
and non-voting common stock in New News Corporation, a Delaware corporation
that will become the new parent company. The new shares will have essentially
the same rights as the Company's existing ordinary and preferred shares. The
exchange is expected to be tax-free for the vast majority of News Corporation's
shareholders.
Following the reorganization, the Board of Directors of New News Corporation
would consist of the existing directors of News Corporation and New News
Corporation will be renamed "News Corporation".
Benefits to Shareholders
The reincorporation is expected to benefit all shareholders by increasing the
scope and depth of the shareholder base, improving trading liquidity, enhancing
access to the capital markets and making the Company's shares eligible for
inclusion in a variety of U.S.-based indices.
In addition, many U.S. investment institutions have formal or informal limits
on ownership of non-U.S. companies' securities and on ownership of "preferred"
shares, such as News Corporation's preferred shares. These limitations would
not restrict the ownership of the non-voting common stock of News Corporation
after the proposed reorganization.
The Company believes the increased demand for News Corporation stock following
a U.S. reincorporation may narrow the historic trading discount of the
non-voting shares relative to the voting shares, thereby reducing the
Company's cost of capital.
The Company expects that after the reincorporation News Corporation's primary
stock exchange listing will be on the New York Stock Exchange and, in addition
to the Australian Stock Exchange, the Company intends to maintain a secondary
listing on the London Stock Exchange.
Continuing Commitment to Australia
The reorganization would not diminish News Corporation's longstanding and
ongoing commitment to its Australian operations, employees, shareholders
and the local capital markets. News Corporation will continue to own, expand
and improve its Australian investments and businesses, and will continue its
significant affiliations with Australia. The Company will seek both a full
foreign listing on the Australian Stock Exchange and continued inclusion of
its shares in major Australian indices. The Company will hold periodic
meetings in Australia between senior management and the Company's large
Australian-based shareholders.
QPL Transaction
As part of the proposed arrangements, the special committee of the Board
will also consider the acquisition by the Company of entities which own
the approximately 58% controlling interest in QPL from certain entities
and trusts, the beneficiaries of which include Mr. Rupert Murdoch, members
of his family and certain charities (the Murdoch Interests). News Corporation
currently owns the approximately 42% remaining interest in QPL. QPL, one of
Australia's most profitable newspaper publishing groups, is the publisher of
the Courier-Mail, Sunday Mail and other fast-growing newspapers. In addition,
QPL owns an approximately 15.2% voting interest in News Corporation,
currently controlled and voted by the Murdoch Interests.
The Murdoch Interests will receive voting common stock in New News Corporation
in exchange for the value of their pro-rata ownership of the newspaper
publishing business held by QPL and sold to the Company. The amount of New
News Corporation shares issued for the Murdoch Interests' holdings of the QPL
publishing business will be based on a mutually agreed valuation of the net
value of that business which will be reviewed by independent appraisers and
the special committee of the Board. The Board of Directors believes the QPL
transaction provides News Corporation with a unique opportunity to acquire 100%
ownership and control of QPL, thereby simplifying the ownership of QPL,
eliminating related-party considerations, and permitting consolidation of QPL
for financial and tax purposes.
Resulting Ownership by Murdoch Interests
As part of the reorganization, certain of the related entities comprising
the Murdoch Interests will be conveyed to News Corporation in return for
shares in New News Corporation (net of certain debt being assumed by the
Company). As a consequence, the Murdoch Interests will directly own shares
in New News Corporation, rather than indirectly owning shares in News
Corporation through various entities. Like all other shareholders, the
Murdoch Interests will receive identical voting and non-voting shares in
New News Corporation in exchange for the shares in News Corporation that
they own directly. In addition, in connection with the QPL transaction,
the Murdoch Interests will receive directly shares in New News Corporation
representing their pro-rata 58% ownership in each class of the News Corporation
shares currently held by QPL.
Based upon the Company's current assumptions of the value of the QPL business
and the current price of News Corporation Ordinary Shares, after the
completion of the proposed transactions the Murdoch Interests will directly
own slightly less voting equity of New News Corporation than the voting
equity of News Corporation presently held and controlled by the Murdoch
Interests. In addition, the Murdoch Interests will have a slightly greater
percentage of economic interest in New News Corporation resulting from the
exchange of their interests in the QPL publishing business for voting stock
in New News Corporation.
Required Approvals
The holders of ordinary shares, preferred shares and employee stock options,
each voting as a separate class, must vote to approve the transactions. In
order to be approved, 75% in number of shares held by holders in each class
that vote and 50% of the number of holders in each class that vote must approve
the transactions. Before the shareholders meeting, all News Corporation
shareholders and option holders will receive an Information Memorandum,
including opinions of independent experts, explaining the terms of the
transactions.
The reorganization and the QPL transaction are subject to obtaining certain
regulatory approvals, including approval of the Australian Foreign Investment
Review Board and obtaining for New News Corporation a primary listing on the
New York Stock Exchange and a full foreign listing on the Australian Stock
Exchange and obtaining appropriate tax rulings.
The News Corporation Limited (NYSE: NWS, NWS.A; ASX: NCP, NCPDP) had total
assets as of December 31, 2003 of approximately US$52 billion and total
annual revenues of approximately US$19 billion. 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.
Information regarding the reorganization and QPL transaction, including
questions and answers, will be posted on the News Corporation web site,
www.newscorp.com/reorg
This press release does not constitute an offer to sell or a solicitation
of an offer to buy securities of New News Corporation. The securities of
New News Corporation have not been registered under the Securities Act, and
may not be offered or sold in the United States or to U.S. persons absent
registration or an applicable exemption from registration.
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. One can identify
these forward-looking statements by use of words such as "strategy," "expects,"
"plans," "anticipates," "believes," "will," "would," "continues," "estimates,"
"intends," "projects," "goals," "targets," and other words of similar meaning.
One can also identify them by the fact that they do not relate strictly to
historical or current facts. Such statements include, but are not limited
to, statements about the benefits of the possible reincorporation of News
Corporation and the acquisition of QPL, the prospects for obtaining the
necessary approvals and consents associated with the reincorporation, the
effect of the reincorporation on shareholders of News Corporation and others,
the effect of the reincorporation on News Corporation's access to capital
markets, and News Corporation's plans, objectives, expectations and intentions
and other statements that are not historical facts. Such statements are based
on the current beliefs and expectations of News Corporation's management, and
are subject to certain risks and uncertainties. Actual results may differ from
those set forth in the forward-looking statements. The following factors,
among others, could cause actual results to differ from those set forth in
the forward looking statements: the ability to obtain approval of the scheme
of arrangement from shareholders and the court, the ability to obtain of any
necessary regulatory or other consents and approvals (including tax rulings),
and the terms pursuant to which any such consents and approvals are granted or
issued, the ability of New News Corporation securities to be included in
certain index funds, the ability of New News Corporation to effect the
reincorporation within the time schedule anticipated, the effect of the
reincorporation on the share price of New News Corporation, and the occurrence
of events affecting the business or operations of News Corporation or its
subsidiaries or affiliates.