As filed with the Securities and Exchange Commission on April 10, 2002
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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REGISTRATION STATEMENT ON FORM S-3
Under
The Securities Act of 1933
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FOX ENTERTAINMENT GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 95-4066193
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1211 Avenue of the Americas
New York, NY 10036
(212) 852-7111
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
Arthur M. Siskind, Esq.
Fox Entertainment Group, Inc.
Senior Executive Vice President and General Counsel
1211 Avenue of the Americas
New York, NY 10036
(212) 852-7000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
Copies to:
Jeffrey W. Rubin, Esq.
Hogan & Hartson L.L.P.
551 Fifth Avenue
New York, New York 10176
(212) 661-6500 / (212) 697-6686 (Fax)
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
Proposed
maximum Proposed
aggregate maximum
Amount to price aggregate
Title of each class of be per unit offering Amount of
securities to be registered registered (1) (1)(2) price (1)(3) registration fee
Class A Common Stock, par
value $.01 per share (4)(5)
Debt Securities (4)(5)
Total $2,500,000,000 100% $2,500,000,000 $230,000
(1) Pursuant to General Instruction II.D. of Form S-3 the table lists each of
the classes of securities being registered and the aggregate proceeds to be
raised, but does not specify by each class information as to the amount to
be registered, proposed maximum offering price per unit, and proposed
maximum aggregate offering price.
(2) The proposed maximum aggregate price per unit will be determined from time
to time by the registrant in connection with the issuance by the registrant
of the securities registered hereunder.
(3) The proposed maximum aggregate offering price has been estimated solely to
calculate the registration fee.
(4) There is being registered hereunder an indeterminate number of shares of
Class A Common Stock and an indeterminate principal amount of debt
securities or issue price of debt securities issued at original issue
discount, as shall have an aggregate initial offering price not to exceed
$2,500,000,000.
(5) In addition to the securities that are being issued directly under this
registration statement, there are being registered hereunder an
indeterminate number of shares of Class A Common Stock as may be issued
upon conversion or exchange of the debt securities issued directly
hereunder. No separate consideration will be received for any shares of the
Class A Common Stock so issued upon conversion or exchange.
The registrant hereby amends this 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 registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the SEC acting pursuant to said Section 8(a) may
determine.
The information in this prospectus is not complete and may change. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities, and it is not soliciting an offer to buy these
securities, in any state where the offer or sale is not permitted.
Subject to Completion, Dated April 10, 2002
PROSPECTUS
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Fox Entertainment Group, Inc.
[Logo]
$2,500,000,000
Class A Common Stock
Debt Securities
We may offer and sell, from time to time, in one or more offerings,
together or separately, Class A Common Stock and debt securities, for aggregate
proceeds of up to $2,500,000,000.
We will provide information for each of these securities and the
specific terms of the debt securities being offered in supplements to this
prospectus. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read this prospectus and any supplement
carefully before you invest.
Our Class A Common Stock is listed on the New York Stock Exchange under
the symbol "FOX".
See "RISK FACTORS" beginning on page 6 for a discussion of certain
matters that should be considered by potential investors.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is_____________.
TABLE OF CONTENTS
PAGE
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ABOUT THIS PROSPECTUS .........................................................3
WHERE YOU CAN FIND MORE INFORMATION ...........................................3
INCORPORATION OF INFORMATION FILED WITH THE SEC ...............................4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS .............................6
RISK FACTORS ..................................................................6
OUR BUSINESS ..................................................................9
RATIO OF EARNINGS TO FIXED CHARGES ...........................................11
USE OF PROCEEDS ..............................................................12
DESCRIPTION OF CAPITAL STOCK .................................................13
DESCRIPTION OF DEBT SECURITIES ...............................................16
PLAN OF DISTRIBUTION .........................................................23
LEGAL MATTERS ................................................................24
EXPERTS ......................................................................24
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission utilizing a "shelf" registration process.
Under the shelf process, we may offer and sell the securities described in this
prospectus, together or separately, in one or more offerings, for aggregate
proceeds of up to $2,500,000,000.
This prospectus provides you with a general description of the
securities we may offer. Each time we offer securities pursuant to this
prospectus, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. The registration
statement that we filed with the SEC includes exhibits that provide more detail
on the matters discussed in this prospectus. You should read this prospectus and
the related exhibits filed with the SEC and any prospectus supplement as
described below.
You should rely only on the information contained or incorporated by
reference in this prospectus or any prospectus supplement. We have not
authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. You should assume that the information appearing in this prospectus is
accurate as of the date on the front cover of this prospectus only. Information
that we previously filed with the SEC and incorporated by reference in this
prospectus may be superseded by information that we subsequently file with the
SEC.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. Our SEC filings
are available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also obtain copies of these documents at prescribed
rates by writing to the Public Reference Section of the SEC at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549. Please call 1-800-SEC-0330 for further
information on the operations of the public reference facilities. Our SEC
filings are also available at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005.
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INCORPORATION OF INFORMATION FILED WITH THE SEC
The SEC allows us to "incorporate by reference" in this prospectus the
information we file with the SEC, which means:
o incorporated documents are considered part of this prospectus;
o we can disclose important information to you by referring you to
those documents; and
o our filings with the SEC will automatically update and supersede the
information in this prospectus and any prospectus supplement and any
information that was previously incorporated by reference in this
prospectus or any prospectus supplement.
Our SEC file number for documents that we file with the SEC is No. 1-14595. We
incorporate by reference in this prospectus the documents listed below:
o our Annual Report on Form 10-K for the fiscal year ended June 30,
2001;
o our Quarterly Report on Form 10-Q for the quarters ended September
30, 2001 and December 31, 2001; and
o our Current Report on Form 8-K dated August 14, 2001, as amended on
October 15, 2001 and November 28, 2001, and our Current Reports on
Form 8-K dated November 20, 2001 and March 1, 2002.
You may obtain a copy of any of the filings incorporated by reference
in this prospectus or any prospectus supplement from us by requesting them in
writing or by telephone at the following address and telephone number:
Investor Relations
Fox Entertainment Group, Inc.
1211 Avenue of the Americas
New York, New York 10036
(212) 852-7111
You may also request a copy of any filing incorporated by reference
from the SEC through the SEC's web site or at the address for its Public
Reference Section listed above. Documents incorporated by reference are
available from us without charge, excluding any exhibits to those documents
unless the exhibit is specifically incorporated by reference as an exhibit in
this prospectus or any prospectus supplement.
We also incorporate by reference each of the following documents that
we will file with the SEC after the date of the initial filing of the
registration statement and prior to the time we sell all of the securities
offered by this prospectus:
o reports filed under Section 13(a) and (c) of the Exchange Act;
o definitive proxy or information statements filed under Section 14 of
the Exchange Act in connection with any subsequent stockholders'
meeting; and
o any reports filed under Section 15(d) of the Exchange Act.
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Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus
(including any prospectus supplement) to the extent that a statement contained
herein or in any other subsequently filed document that is incorporated by
reference herein modifies or supersedes such earlier statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document contains statements that constitute "forward-looking
statements" within the meaning of Section 21E of the Exchange Act, and Section
27A of the Securities Act of 1933, as amended (the "Securities Act"). The words
"expect," "estimate," "anticipate," "predict," "believe" and similar expressions
and variations thereof are intended to identify forward-looking statements. The
readers of this document are cautioned that any such forward-looking statements
are not guarantees of future performance and involve risks and uncertainties. We
do not ordinarily make projections of our future operating results, and we
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise,
except as required by law. Although we believe that the expectations reflected
in such forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to be correct. Readers should carefully review the
other documents filed by us with the SEC. Our business, financial condition or
results of operations could differ substantially from our expectations based on
any or all of the risk factors set forth below.
RISK FACTORS
You should consider the following risk factors together with all of the
other information included in this prospectus before making an investment
decision.
o We derive substantial revenues from the sale of advertising time on
our broadcast television network, television stations and cable
networks. Expenditures by advertisers tend to be cyclical,
reflecting overall economic conditions as well as budgeting and
buying patterns. A decline in the economic prospects of
advertisers or the economy in general could alter current or
prospective advertisers' spending priorities. This could cause
our revenues and operating results to decline significantly in
any given period. The advertising market, particularly in the
United States, has recently experienced weakness.
o Feature film and television production and distribution are
speculative businesses since the revenues derived from the
production and distribution of a feature film or television series
depend primarily upon its acceptance by the public, which is
difficult to predict. The commercial success of a feature film or
television series also depends upon the quality and acceptance of
other competing films and television series released into the
marketplace at or near the same time, the availability of
alternative forms of entertainment and leisure time activities,
general economic conditions and other tangible and intangible
factors, all of which can change and cannot be predicted with
certainty. Further, the theatrical success of a feature film and the
audience ratings for a television series are generally key factors
in generating revenues from other distribution channels, such as
home video and premium pay television with respect to feature films
and syndication with respect to television series.
o We are dependent upon the maintenance of affiliation agreements with
third-party owned television stations, and there can be no assurance
that such affiliation agreements will be renewed in the future on
terms acceptable to us.
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The loss of a significant number of such affiliation arrangements
could reduce the distribution of the Fox Broadcasting Company
("FOX"), thereby adversely affecting our ability to sell national
advertising time. Similarly, our cable networks maintain affiliation
and carriage arrangements that enable them to reach a large
percentage of cable and direct broadcast satellite ("DBS")
households across the United States. The loss of a significant
number of these arrangements or the loss of carriage on basic
programming tiers could reduce the distribution of our cable
networks, thereby adversely affecting such networks' revenues from
subscriber fees and ability to sell advertising time.
o The sports rights contracts between FOX, the Fox Sports regional
sports networks, Fox Sports Net (our 24-hour national sports
programming service) and FX Networks, on the one hand, and various
professional sports leagues and teams, on the other, have varying
duration and renewal terms. As these contracts expire, renewals on
favorable terms may be sought; however, third parties may outbid the
current rights holders for such rights contracts or the renewal
costs could substantially exceed the original contract cost. The
loss of rights could impact the extent of the sports coverage
offered by us and our affiliates and could adversely affect our or
our affiliates' advertising revenues and distribution. In addition,
if escalations in sports programming rights costs are unmatched by
increases in advertising rates and, in the case of cable networks,
subscriber fees, our businesses that acquire or own such rights
could be adversely affected.
o In general, the television broadcasting and cable industries in the
United States are highly regulated by federal laws and regulations
issued and administered by various federal agencies, including the
Federal Communications Commission (the "FCC"). In particular, our
television broadcasting operations (which consist of FOX and 33
television broadcast stations that we own and operate) are dependent
upon the continuation and renewal of licenses granted by the FCC,
and there can be no assurance that such stations' licenses will be
renewed at their expiration dates or, if renewed, that the renewal
terms will be for the maximum permitted period. In addition, the
U.S. Congress and the FCC currently have under consideration, and
may in the future adopt, new laws, regulations and policies
regarding a wide variety of matters that could affect, directly or
indirectly, the operation, ownership and profitability of our
businesses, including our television broadcast stations, cable
networks and television and cable programming businesses. It is
impossible to predict the outcome of federal legislation and
regulatory proposals currently under consideration or the potential
effect thereof on our business and results of operations.
o News Corporation indirectly beneficially owns 177,636,375 shares of
Class A Common Stock and 547,500,000 shares of Class B Common Stock
of the Company, representing in the aggregate 85.32% of the equity
and 97.84% of the voting power of the Company. As a result of such
ownership, News Corporation is able to control the vote on
substantially all matters submitted to a vote of stockholders,
including the election of directors and the approval of
extraordinary corporate transactions.
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Approximately 30% of the Ordinary Shares of News Corporation are
owned by (i) K. Rupert Murdoch, (ii) Cruden Investments Pty.
Limited, a private Australian investment company owned by Mr.
Murdoch, members of his family and various corporations and trusts,
the beneficiaries of which include Mr. Murdoch, members of his
family and certain charities, and (iii) corporations, which are
controlled by trustees of settlements and trusts set up for the
benefit of the Murdoch family, certain charities and other persons.
By virtue of the shares of News Corporation owned by such persons
and entities, and Mr. Murdoch's positions as Chairman and Chief
Executive Officer of News Corporation and as Chairman and Chief
Executive Officer of the Company, Mr. Murdoch may be deemed to
control the operations of News Corporation and the Company.
-8-
OUR BUSINESS
We are principally engaged in the development, production and worldwide
distribution of feature films and television programs, television broadcasting
and cable network programming.
Filmed Entertainment
We are engaged in feature film and television production and
distribution principally through the following businesses: Fox Filmed
Entertainment, a producer and distributor of feature films; Twentieth Century
Fox Television, a producer of network television programming; and Fox Television
Studios, a producer of broadcast and cable programming.
Fox Filmed Entertainment produces, acquires and distributes motion
pictures throughout the world under a variety of arrangements through Twentieth
Century Fox, Fox 2000 and Fox Searchlight Pictures.
Twentieth Century Fox Television produces television programs for FOX,
as well as for the ABC, CBS, NBC, UPN, and WB broadcast television networks
and the TNT and USA cable networks. In addition to U.S. prime time network
series, Fox Television Studios also produces programming in a wide variety of
genres for a variety of other programming services.
Television Stations
We currently own and operate 33 full power television broadcast
stations, including two television stations in each of New York and Los Angeles,
the first and second largest designated market areas, respectively. Of these 33
television stations, 23 are FOX affiliates and 9 are affiliates of the UPN
broadcast television network.
Television Broadcasting
We are engaged in the distribution of network programming. FOX has 197
affiliated television stations, including 23 television stations that we own and
operate, which reach during prime time approximately 99% of all U.S. television
households.
Cable Network Programming
We operate and hold interests in cable network programming businesses
in the areas of news, sports, general entertainment, documentary programming and
movies.
Fox News Channel is a 24-hour all-news cable channel which, as of
December 31, 2001, was available to over 78 million U.S. cable and DBS
households.
Fox Sports Networks owns the largest regional sports network programmer
in the United States, focusing on live professional and major collegiate home
team sports events. Fox Sports Networks also operates FX Networks, a general
entertainment network that, as of December 31, 2001, reached over 74 million
U.S. cable and DBS households.
-9-
We own and operate the Los Angeles Dodgers Major League Baseball
franchise, along with Dodger Stadium and other related real estate.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of our earnings to fixed
charges for the periods indicated.
Six Months Ended
December 31, Years ended June 30,
---------------------- -----------------------------------------------------------------------------------------
2001 2001 2000 1999 1998 1997
---- ---- ---- ---- ---- ----
5.3 2.2 1.9 2.7 2.1 1.4
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USE OF PROCEEDS
We will provide in each prospectus supplement specific information
about how we intend to use any net proceeds from the offering made pursuant to
that prospectus supplement.
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DESCRIPTION OF CAPITAL STOCK
The following summary of the terms of our capital stock is qualified in
its entirety by reference to the applicable provisions of Delaware law and our
Restated Certificate of Incorporation and our By-Laws.
Class A Common Stock and Class B Common Stock
General
The holders of Class A Common Stock and Class B Common Stock have
identical rights except with respect to voting, conversion of Class B Common
Stock and transfer.
Voting Rights
Holders of Class A Common Stock are entitled to one vote per share
while holders of Class B Common Stock are entitled to 10 votes per share on all
matters to be voted on by stockholders. Holders of shares of Class A Common
Stock and Class B Common Stock are not entitled to cumulate their votes in the
election of directors. Generally, all matters to be voted on by stockholders
must be approved by a majority of the votes entitled to be cast by all shares of
Class A Common Stock and Class B Common Stock present in person or represented
by proxy, voting together as a single class, subject to any voting rights
granted to holders of any Preferred Stock. Except as otherwise provided by law
or in our Restated Certificate of Incorporation, and subject to any voting
rights granted to holders of any outstanding Preferred Stock, amendments to our
Restated Certificate of Incorporation must be approved by a majority of the
votes entitled to be cast by all shares of Class A Common Stock and Class B
Common Stock present in person or represented by proxy, voting together as a
single class. However, amendments to the Restated Certificate of Incorporation
that would alter or change the powers, preferences or special rights of the
Class A Common Stock so as to affect them adversely also must be approved by a
majority of the votes entitled to be cast by the holders of the Class A Common
Stock, voting as a separate class. Any amendment to our Restated Certificate of
Incorporation to increase the authorized shares of any class requires the
approval only of a majority of the votes entitled to be cast by all shares of
Class A Common Stock and Class B Common Stock present in person or represented
by proxy, voting together as a single class, subject to the rights set forth in
any series of Preferred Stock created as described below.
Dividends
Holders of Class A Common Stock and Class B Common Stock share equally
on a per share basis in any dividend declared by the Board of Directors, subject
to any preferential rights of any outstanding Preferred Stock. Dividends
consisting of shares of Class A Common Stock and Class B Common Stock may be
paid only as follows: (i) shares of Class A Common Stock may be paid only to
holders of Class A Common Stock, and shares of Class B Common Stock may be paid
only to holders of Class B Common Stock; and (ii) the number of shares so paid
will be equal on a per share basis with respect to each outstanding share of
Class A Common Stock and Class B Common Stock.
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We may not reclassify, subdivide or combine shares of either class of
Common Stock without at the same time proportionally reclassifying, subdividing
or combining shares of the other class.
Issuance of Class B Common Stock, Options or Warrants
Subject to certain provisions regarding dividends and other
distributions described above, we may not issue additional shares of Class B
Common Stock, or options, rights or warrants to subscribe for additional shares
of Class B Common Stock, except that we may make a pro rata offer to all holders
of Common Stock of rights to purchase additional shares of the class of Common
Stock held by them. The Class A Common Stock and the Class B Common Stock are
treated equally with respect to any offer that we make to holders of Common
Stock of options, rights or warrants to subscribe for any other class of our
capital stock.
Merger or Consolidation
In the event of a merger or consolidation, the holders of Class A
Common Stock and Class B Common Stock are entitled to receive the same per share
consideration, if any, except that if such consideration includes voting
securities (or the right to acquire voting securities or securities exchangeable
for or convertible into voting securities), we may (but are not required to)
provide for the holders of Class B Common Stock to receive consideration
entitling them to 10 times the number of votes per share as the consideration
being received by holders of the Class A Common Stock.
Conversion of Class B Common Stock
The Class B Common Stock is convertible into Class A Common Stock on a
share-for-share basis (i) at the option of the holder thereof at any time, or
(ii) automatically upon transfer to a person or entity which is not a Permitted
Transferee (as defined in our Restated Certificate of Incorporation). In
general, Permitted Transferees include News Corporation, its direct and indirect
subsidiaries, any Person (as defined in our Restated Certificate of
Incorporation) in which News Corporation or any successor thereof Beneficially
Owns (as defined in our Restated Certificate of Incorporation), directly or
indirectly, at least 50% of the equity or the voting securities thereof, and any
successor of any of the foregoing.
Liquidation
In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Company, after distribution in full of the preferential
and/or other amounts to be distributed to the holders of shares of any
outstanding series of Preferred Stock, the holders of shares of Class A
Common Stock and Class B Common Stock shall be entitled to receive all of the
remaining assets of the Company available for distribution to its stockholders,
ratably in proportion to the number of shares of Common Stock held by them. In
any such distribution shares of Class A Common Stock and Class B Common Stock
shall be treated equally on a per share basis.
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Preferred Stock
Our Board of Directors has the authority, without further action by the
stockholders, to issue up to 100,000,000 shares of Preferred Stock in one or
more series and to fix the powers, rights, preferences, privileges and
restrictions thereof, any or all of which may be greater than the rights of the
Class A Common Stock or the Class B Common Stock. The issuance of Preferred
Stock could adversely affect the voting power of holders of the Class A Common
Stock or the Class B Common Stock and reduce the likelihood that such holders
will receive dividend payments and payments upon liquidation and could have the
effect of delaying, deterring or preventing a change in control of the Company.
There is no Preferred Stock outstanding and we have no present plans to issue
any shares of Preferred Stock.
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DESCRIPTION OF DEBT SECURITIES
We may offer any combination of senior debt securities or subordinated
debt securities. Debt securities are unsecured general obligations of the
company. Senior debt securities rank above all subordinated indebtedness and
equal to all other indebtedness outstanding on the date of the prospectus
supplement. Subordinated debt securities rank in right of payment below all
other indebtedness outstanding at or after the time issued, unless the other
indebtedness provides that it is not senior to the subordinated debt. We may
issue the senior debt securities and the subordinated debt securities under
separate indentures between us, as issuer, and the trustee or trustees
identified in the prospectus supplement. The form for each type of indenture is
or will be filed as an exhibit to the registration statement of which this
prospectus is a part.
The prospectus supplement will describe the particular terms of any
debt securities we may offer and may differ from the terms summarized below. The
following summaries of the debt securities and the indentures are not complete.
We urge you to read the indentures filed as exhibits to the registration
statement which includes this prospectus and the description of the debt
securities included in the prospectus supplement.
General
We may issue debt securities in separate series. We may specify a
maximum aggregate principal amount for the debt securities of any series. The
debt securities will have terms that are consistent with the indentures. Unless
the prospectus supplement indicates otherwise, senior debt securities will be
unsecured and unsubordinated obligations and will rank equal with all our other
unsecured and unsubordinated debt. Subordinated debt securities will be paid
only if all payments due under our senior indebtedness, including any
outstanding senior debt securities, have been made.
The prospectus supplement will describe the debt securities and the
price or prices at which we will offer the debt securities. The description will
include:
o the title and form of the debt securities;
o any limit on the aggregate principal amount of the debt securities
or the series of which they are a part;
o the person to whom any interest on a debt security of the series
will be paid;
o the date or dates on which we must repay the principal;
o the rate or rates at which the debt securities will bear interest,
if any, the date or dates from which interest will accrue, and the
dates on which we must pay interest;
o if applicable, the duration and terms of the right to extend
interest payment periods;
o the place or places where we must pay the principal and any premium
or interest on the debt securities;
o the terms and conditions on which we may redeem any debt security,
if at all;
o any obligation to redeem or purchase any debt securities, and the
terms and conditions on which we must do so;
o the denominations in which we may issue the debt securities;
o the manner in which we will determine the amount of principal of or
any premium or interest on the debt securities;
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o the currency in which we will pay the principal of and any premium
or interest on the debt securities;
o the principal amount of the debt securities that we will pay upon
declaration of acceleration of their maturity;
o the amount that will be deemed to be the principal amount for any
purpose, including the principal amount that will be due and payable
upon any maturity or that will be deemed to be outstanding as of any
date;
o if applicable, that the debt securities are defeasible and the terms
of such defeasance;
o if applicable, the terms of any right to convert debt securities
into, or exchange debt securities for, shares of Class A Common
Stock or other securities or property;
o whether we will issue the debt securities in the form of one or more
global securities and, if so, the respective depositaries for the
global securities and the terms of the global securities;
o the subordination provisions that will apply to any subordinated
debt securities;
o any addition to or change in the events of default applicable to the
debt securities and any change in the right of the trustee or the
holders to declare the principal amount of any of the debt
securities due and payable; and
o any addition to or change in the covenants in the indentures.
We may sell the debt securities at a substantial discount below their
stated principal amount. We will describe U.S. federal income tax
considerations, if any, applicable to debt securities sold at an original issue
discount in the prospectus supplement. An "original issue discount security" is
any debt security sold for less than its face value, and provides that the
holder cannot receive the full face value if maturity is accelerated. The
prospectus supplement relating to any original issue discount securities will
describe the particular provisions relating to acceleration of the maturity upon
the occurrence of an event of default. In addition, we will describe U.S.
federal income tax or other considerations applicable to any debt securities
that are denominated in a currency or unit other than U.S. dollars in the
prospectus supplement.
Conversion And Exchange Rights
The prospectus supplement will describe, if applicable, the terms on
which you may convert debt securities into or exchange them for common stock or
other securities or property. The conversion or exchange may be mandatory or may
be at your option. We will describe how the number of shares of common stock or
other securities or property to be received upon conversion or exchange would be
calculated.
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Subordination Of Subordinated Debt Securities
Unless the prospectus supplement indicates otherwise, the following
provisions will apply to the subordinated debt securities. The indebtedness
underlying the subordinated debt securities will be payable only if all payments
due under senior indebtedness, including any outstanding senior debt securities,
have been made. If we distribute our assets to creditors upon any dissolution,
winding-up, liquidation or reorganization or in bankruptcy, insolvency,
receivership or similar proceedings, we must first pay all amounts due or to
become due on all senior indebtedness before we pay the principal of, or any
premium or interest on, the subordinated debt securities. In the event the
subordinated debt securities are accelerated because of an event of default, we
may not make any payment on the subordinated debt securities until we have paid
all senior indebtedness or the acceleration is rescinded. If the payment of
subordinated debt securities accelerates because of an event of default, we must
promptly notify holders of senior indebtedness of the acceleration.
We may not make any payment on the subordinated debt securities if a
default in the payment of the principal of, premium, if any, interest, rent or
other obligations, including a default under any repurchase or redemption
obligation, in respect of designated senior indebtedness occurs and continues
beyond any applicable grace period. We may not make any payment on the
subordinated debt securities if any other default occurs and continues with
respect to designated senior indebtedness that permits holders of the designated
senior indebtedness to accelerate its maturity and the trustee receives a notice
of such default from us, a holder of such designated senior indebtedness or
other person permitted to give such notice. We may not resume payments on the
subordinated debt securities until the defaults are cured or certain periods
pass.
If we experience a bankruptcy, dissolution or reorganization, holders
of senior indebtedness may receive more, ratably, and holders of subordinated
debt securities may receive less, ratably, than our other creditors.
The term "designated senior indebtedness" means our obligations under
any particular senior indebtedness in which the debt instrument expressly
provides that the senior indebtedness will be designated senior indebtedness
with respect to the subordinated debt securities.
The indenture for subordinated debt securities may not limit our
ability to incur additional senior indebtedness.
Form, Exchange And Transfer
We will issue debt securities only in fully registered form, without
coupons, and, unless the prospectus supplement indicates otherwise, only in
denominations of $1,000 and integral multiples thereof. The holder of a debt
security may elect, subject to the terms of the indentures and the limitations
applicable to global securities, to exchange them for other debt securities of
the same series of any authorized denomination and of similar terms and
aggregate principal amount.
Holders of debt securities may present them for exchange as provided
above or for registration of transfer, duly endorsed or with the form of
transfer duly executed, at the office of
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the transfer agent we designate for the purpose. We will not impose a service
charge for any registration of transfer or exchange of debt securities, but we
may require a payment sufficient to cover any tax or other governmental charge
payable in connection with the transfer or exchange.
We will name the transfer agent in the prospectus supplement. We may
designate additional transfer agents or rescind the designation of any transfer
agent or approve a change in the office through which any transfer agent acts,
but we must maintain a transfer agent in each place in which we will pay on debt
securities.
If we redeem the debt securities, we will not be required to issue,
register the transfer of or exchange any debt security during a specified period
prior to mailing a notice of redemption. We are not required to register the
transfer of or exchange any debt security selected for redemption, except the
unredeemed portion of the debt security being redeemed.
Global Securities
The debt securities may be represented, in whole or in part, by one or
more global securities that will have an aggregate principal amount equal to
that of all debt securities of the series. Each global security will be
registered in the name of a depositary identified in the prospectus supplement.
We will deposit the global security with the depositary or a custodian, and the
global security will bear a legend regarding the restrictions on exchanges and
registration of transfer.
No global security may be exchanged in whole or in part for debt
securities registered, and no transfer of a global security in whole or in part
may be registered, in the name of any person other than the depositary or any
nominee or successor of the depositary unless:
o the depositary has notified us that it is unwilling and unable to
continue as depositary; or
o the depository is no longer in good standing under the Exchange Act,
or other applicable statute or regulation.
The depositary will determine how all securities issued in exchange for
a global security will be registered.
As long as the depositary or its nominee is the registered holder of a
global security, we will consider the depositary or the nominee to be the sole
owner and holder of the global security and the underlying debt securities.
Except as stated above, owners of beneficial interests in a global security will
not be entitled to have the global security or any debt security registered in
their names, will not receive physical delivery of certificated debt securities
and will not be considered to be the owners or holders of the global security or
underlying debt securities. We will make all payments of principal, premium and
interest on a global security to the depositary or its nominee. The laws of some
jurisdictions require that some purchasers of securities take physical delivery
of such securities in definitive form. These laws may prevent you from
transferring your beneficial interests in a global security.
-19-
Only institutions that have accounts with the depositary or its nominee
and persons that hold beneficial interests through the depositary or its nominee
may own beneficial interests in a global security. The depositary will credit,
on its book-entry registration and transfer system, the respective principal
amounts of debt securities represented by the global security to the accounts of
its participants. Ownership of beneficial interests in a global security will be
shown only on, and the transfer of those ownership interests will be effected
only through, records maintained by the depositary or any such participant.
The policies and procedures of the depositary may govern payments,
transfers, exchanges and others matters relating to beneficial interests in a
global security. We and the trustee will assume no responsibility or liability
for any aspect of the depositary's or any participant's records relating to, or
for payments made on account of, beneficial interests in a global security.
Payment And Paying Agents
Unless the prospectus supplement indicates otherwise, we will pay
principal and any premium or interest on a debt security to the person in whose
name the debt security is registered at the close of business on the regular
record date for such interest.
Unless the prospectus supplement indicates otherwise, we will pay
principal and any premium or interest on the debt securities at the office of
our designated paying agent. Unless the prospectus supplement indicates
otherwise, the corporate trust office of the trustee will be the paying agent
for the debt securities.
Any other paying agents we designate for the debt securities of a
particular series will be named in the prospectus supplement. We may designate
additional paying agents, rescind the designation of any paying agent or approve
a change in the office through which any paying agent acts, but we must maintain
a paying agent in each place of payment for the debt securities.
The paying agent will return to us all money we pay to it for the
payment of the principal, premium or interest on any debt security that remains
unclaimed for a specified period. Thereafter, the holder may look only to us for
payment, as an unsecured general creditor.
Events Of Default
Each of the following will constitute an event of default under each
indenture:
o failure to pay the principal of or any premium on any debt security
when due;
o failure to pay any interest on any debt security when due, continued
for a specified number of days;
o failure to deposit any sinking fund payment when due;
o failure to perform any other covenant in the indenture that
continues for a specified number of days after written notice has
been given by the trustee or the holders of a specified percentage
in aggregate principal amount of the debt securities of that series;
o certain events in bankruptcy, insolvency or reorganization of the
company; and
o any other event of default specified in the prospectus supplement.
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If an event of default, other than an event of default as a result of
certain events of bankruptcy, insolvency or reorganization, occurs and
continues, either the trustee or the holders of a specified percentage in
aggregate principal amount of the outstanding securities of that series may
declare the principal amount of the debt securities of that series to be
immediately due and payable. If an event of default occurs as a result of
certain events of bankruptcy, insolvency or reorganization, the principal amount
of all the debt securities of that series automatically will become immediately
due and payable. The holders of a majority in aggregate principal amount of the
outstanding securities of that series may, under certain circumstances, rescind
and annul the acceleration if all events of default, other than the nonpayment
of accelerated principal, have been cured or waived.
Except for certain duties in case of an event of default, the trustee
will not be obligated to exercise any of its rights or powers at the request or
direction of any of the holders, unless the holders have offered the trustee
reasonable indemnity. If they provide this indemnification, the holders of a
majority in aggregate principal amount of the outstanding securities of any
series may direct the time, method and place of conducting any proceeding for
any remedy available to the trustee or exercising any trust or power conferred
on the trustee with respect to the debt securities of that series.
No holder of a debt security of any series may institute any proceeding
with respect to the indentures, or for the appointment of a receiver or a
trustee, or for any other remedy, unless (1) the holder has previously given the
trustee written notice of a continuing event of default, (2) the holders of a
specified percentage in aggregate principal amount of the outstanding securities
of that series have made a written request, and the holders have offered
reasonable indemnity to the trustee to institute the proceeding, and (3) the
trustee has failed to institute the proceeding, and has not received a direction
inconsistent with the request within a specified number of days.
Each indenture will include a covenant requiring our officers to
furnish to the trustee annually a statement as to whether, to their knowledge,
we are in default under the indenture and, if so, specifying all such known
defaults.
Modification And Waiver
We and the trustee may amend the indentures with the consent of the
holders of a majority in aggregate principal amount of the outstanding
securities of each series affected by the amendment. However, to the extent
discussed in the prospectus supplement, without the consent of each holder, we
may not make any amendment that would:
o change the stated maturity of the principal of, or any installment
of principal or interest on, any debt security;
o reduce the principal, premium or interest on any debt security;
o reduce the amount of principal of an original issue discount
security or any other debt security payable upon acceleration of the
maturity;
o change the place or currency of payment of principal, premium or
interest on any debt security;
o impair the right to enforce any payment on any debt security;
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o in the case of subordinated debt securities, modify the
subordination provisions in a manner materially adverse to their
holders;
o in the case of debt securities that are convertible or exchangeable
into other securities of the company, adversely affect the right of
holders to convert or exchange any of the debt securities;
o reduce the percentage in principal amount of outstanding securities
of any series for which the holders' consent is required;
o reduce the percentage in principal amount of outstanding securities
of any series necessary for waiver of compliance with certain
provisions of the indentures or for waiver of certain defaults; or
o modify provisions with respect to modification and waiver.
The holders of a majority in aggregate principal amount of the
outstanding debt securities of any series may waive, on behalf of the holders of
all debt securities of that series, our compliance with certain restrictive
provisions of the indentures. The holders of a majority in principal amount of
the outstanding debt securities of any series may waive any past default under
the indenture with respect to debt securities of that series, except a default
(1) in the payment of principal, premium or interest on any debt security of
that series or (2) in respect of a covenant or provision of the indenture that
cannot be amended without each holder's consent.
Except in certain limited circumstances, we may set any day as a record
date for the purpose of determining the holders of outstanding securities of any
series entitled to give or take any direction, notice, consent, waiver or other
action under the indentures. In certain limited circumstances, the trustee may
set a record date for action by holders. To be effective, the action must be
taken by holders of the requisite principal amount of such debt securities
within a specified period following the record date.
Defeasance
To the extent stated in the prospectus supplement, we may elect to
apply the provisions relating to defeasance and discharge of indebtedness, or to
defeasance of certain restrictive covenants in the indenture, to the debt
securities of any series.
Notices
We will mail notices to holders of debt securities at the addresses
that appear in the security register.
Title
We may treat the person in whose name a debt security is registered as
the absolute owner, whether or not such debt security may be overdue, for the
purpose of making payment and for all other purposes.
-22-
Governing Law
The indenture and the debt securities will be governed by and construed
in accordance with the laws of the state of New York.
PLAN OF DISTRIBUTION
We may sell the securities being offered hereby directly or indirectly
to purchasers, including, through agents; to dealers or underwriters; or through
any combination of these methods of sale.
We may effect the distribution of the securities from time to time in
one or more transactions either at a fixed price or prices or at prices
determined as specified in the prospectus supplement.
In connection with the securities being offered hereby, underwriters,
dealers or agents may be deemed to have received compensation from us in the
form of underwriting discounts or commissions and may also receive commissions
from purchasers for whom they may act as agent. Underwriters may sell the
securities being offered hereby to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters, or commissions from the purchasers for whom they may act as
agent.
Any underwriting compensation paid by us to underwriters or agents in
connection with the offering of the securities, and any discounts, concessions
or commissions allowed by underwriters to dealers, will be set forth in the
prospectus supplement. Underwriters, dealers and agents participating in the
distribution of the securities may be deemed to be underwriters, and any
discounts and commissions received by them and any profit realized by them on
the resale of the securities offered hereby may be deemed to be underwriting
discounts and commissions under the Securities Act.
Underwriters, dealers, agents and other persons may be entitled, under
agreements that may be entered into with us, to indemnification by us against
certain civil liabilities, including liabilities under the Securities Act, or to
our contributing to payments those underwriters, dealers, agents and other
persons are required to make.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or any of our subsidiaries in the ordinary course of
business.
Certain persons participating in this offering may engage in
transactions that stabilize, maintain or otherwise affect the price of the
securities, including over-allotment, stabilizing and short-covering
transactions, and the imposition of a penalty bid, in connection with the
offering. Overallotment involves sales in excess of the offering size, which
create a short position. Stabilizing transactions permit bids to purchase the
underlying security so long as the stabilizing bids do not exceed a specified
maximum. Short covering transactions involve purchases of the securities in the
open market after the distribution is completed to cover short positions.
Penalty bids permit the underwriters to reclaim a selling concession from a
dealer when the securities originally sold by the dealer are purchased in a
covering transaction to cover short positions.
-23-
Those activities may cause the price of the securities to be higher than it
would otherwise be. If commenced, the underwriters may discontinue any of the
activities at any time.
LEGAL MATTERS
Certain legal matters in connection with the securities being offered
hereby will be passed upon for us by Hogan & Hartson L.L.P.
EXPERTS
The audited consolidated financial statements of Fox Entertainment
Group, Inc. as of June 30, 2001 and 2000 and for each of the three years in the
period ended June 30, 2001 incorporated by reference in this prospectus and
elsewhere in the registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.
The audited consolidated financial statements of Fox Family Worldwide,
Inc. as of June 30, 2001 and 2000 and for each of the three years in the period
ended June 30, 2001 incorporated by reference in this prospectus and elsewhere
in the registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.
The consolidated financial statements of Chris-Craft Industries, Inc.
as of December 31, 2000 and 1999 and for each of the three years in the period
ended December 31, 2000 incorporated in this prospectus by reference to Fox
Entertainment Group, Inc.'s Current Report on Form 8-K/A dated October 15, 2001
has been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent certified public accountants, given on the authority of said
firm as experts in auditing and accounting.
The consolidated financial statements of BHC Communications, Inc. as of
December 31, 2000 and 1999 and for each of the three years in the period ended
December 31, 2000 incorporated in this prospectus by reference to Fox
Entertainment Group, Inc.'s Current Report on Form 8-K/A dated October 15, 2001
has been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent certified public accountants, given on the authority of said
firm as experts in auditing and accounting.
The consolidated financial statements of United Television, Inc. as of
December 31, 2000 and 1999 and for each of the three years in the period ended
December 31, 2000 incorporated in this prospectus by reference to Fox
Entertainment Group, Inc.'s Current Report on Form 8-K/A dated October 15, 2001
has been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
-24-
$2,500,000,000
Class A Common Stock
Debt Securities
FOX ENTERTAINMENT GROUP, INC.
[LOGO]
PROSPECTUS
__________, 2002
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an itemization of all expenses (other than
underwriting discounts and commissions), all of which are estimated except the
SEC Registration Fee, incurred or expected to be incurred by us in connection
with the issuance and distribution of the Class A Common Stock and debt
securities being offered hereby:
SEC Registration Fee $230,000
Legal Fees and Expenses *
Accounting Fees and Expenses *
Printing Fees *
Miscellaneous *
--------
Total $ *
* To be provided by amendment.
Item 15. Indemnification of Directors and Officers
Delaware General Corporation Law, Section 102(b)(7), enables a
corporation in its original certificate of incorporation, or an amendment
thereto validly approved by stockholders, to eliminate or limit personal
liability of members of its Board of Directors for violations of a director's
fiduciary duty of care. However, the elimination or limitation shall not apply
where there has been a breach of the duty of loyalty, failure to act in good
faith, intentional misconduct or a knowing violation of a law, the payment of a
dividend or approval of a stock repurchase which is deemed illegal or an
improper personal benefit is obtained. Delaware General Corporation Law, Section
145, permits a corporation organized under Delaware law to indemnify directors
and officers with respect to any matter in which a director or officer acted in
good faith and in a manner reasonably believed to be not opposed to the best
interests of the corporation, and, with respect to any criminal action, had
reasonable cause to believe the conduct was lawful.
Our Restated Certificate of Incorporation and Bylaws provide that, to
the fullest extent permitted by the DGCL as it exists or may in the future be
amended, we will indemnify each of the officers and directors of Fox
Entertainment Group, Inc. (the "Company") (or their estates, if applicable), and
may indemnify any employee or agent of the Company (or their estates, if
applicable), who is or was a party to, or is threatened to be made a party to,
any threatened, pending or completed action, suit or proceeding, by reason of
the fact that such person is or was an officer, director, employee or agent of
the Company or is or was serving at the request of Company as an officer,
director, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise. We will so indemnify such officer or director, and
may so indemnify such employee or agent (if indemnification is authorized by the
Board of Directors),
II-1
in the case of such actions (whether or not by or in the right of the Company)
if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Company, and with
respect to any criminal action or proceeding other than by or in the right of
the Company, had no reasonable cause to believe such person's conduct was
unlawful. With respect to indemnification other than by or in the right of the
Company, the termination of any action, suit or proceeding by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent,
will not, of itself, create a presumption that the person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, that such person had reasonable cause to believe that such
person's conduct was unlawful. No indemnification will be made in connection
with actions by or in the right of the Company in respect of any claim, issue or
matter as to which such person has been adjudged to be liable for negligence or
misconduct in the performance of such person's duty to the Company unless and
only to the extent that the Court of Chancery or the court in which such action
or suit was brought determines upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court deems proper. In addition, to the fullest extent
permitted by DGCL, expenses (including attorneys' fees), judgments, fines
incurred by and amounts paid in settlement may be advanced by us prior to the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on the behalf of such director, officer, employee or agent to
repay such amounts if it shall ultimately be determined that he or she is not
entitled to be indemnified as authorized in accordance with the DGCL and our
Certificate of Incorporation. Our Restated Certificate of Incorporation and
Bylaws also state that such indemnification is not exclusive of any other rights
of the indemnified party, including rights under any indemnification agreements
or otherwise.
The News Corporation Limited maintains insurance on behalf of its
officers and directors and officers and directors of its subsidiaries, including
the Company, against any liability which may be asserted against any such
officer or director, subject to certain customary exclusions.
Article X of our Restated Certificate of Incorporation includes the
following language:
INDEMNIFICATION; LIMITATION OF LIABILITY.
Section 1. Indemnification.
A. Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a director of the Corporation or
any of its direct or indirect subsidiaries or is or was serving at the request
of the Corporation as a director of any other corporation or of a partnership,
limited liability company, joint venture, trust, or other enterprise, including
service with respect to an employee benefit plan (hereinafter an "indemnitee"),
whether the basis of such proceeding is alleged action in an official capacity
as a director or in any other capacity while serving as a director, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the DGCL, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Corporation to provide
II-2
broader indemnification rights than permitted prior thereto), against all
expense, liability, and loss (including attorneys' fees, judgments, fines,
excise or other taxes assessed with respect to an employee benefit plan,
penalties, and amounts paid in settlement) reasonably incurred or suffered by
such indemnitee in connection therewith, and such indemnification shall continue
as to an indemnitee who has ceased to be a director and shall inure to the
benefit of the indemnitee's heirs, executors, and administrators; provided,
however, that, except as provided in Paragraph B of this Section 1 with respect
to proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.
B. The right to indemnification conferred in Paragraph A of this
Section 1 shall include the right to be paid by the Corporation the expenses
incurred in defending any proceeding for which such right to indemnification is
applicable in advance of its final disposition (hereinafter an "advancement of
expenses"); provided, however, that, if the DGCL requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a director (and not
in any other capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section 1 or otherwise.
C. The rights to indemnification and to the advancement of expenses
conferred in Paragraphs A and B of this Section 1 shall be contract rights. If a
claim under Paragraph A or B of this Section 1 is not paid in full by the
Corporation within 60 days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be 20 days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by an indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that the indemnitee has not met any applicable standard for
indemnification set forth in the DGCL, and (ii) any suit by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
Corporation shall be entitled to recover such expenses upon a final adjudication
that the indemnitee has not met any applicable standard for indemnification set
forth in the DGCL. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the DGCL, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the indemnitee has not met such
applicable standard of conduct, shall create a presumption that the indemnitee
has not met the applicable standard of conduct or, in the case of such a suit
brought by the indemnitee to enforce a right to indemnification or to an
II-3
advancement of expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Section 1 or otherwise, shall be on the
Corporation.
D. The rights to indemnification and to the advancement of expenses
conferred in this Section 1 shall not be exclusive of any right which any person
may have or hereafter acquire under any statute, this certificate of
incorporation, by-law, agreement, vote of stockholders or disinterested
directors, or otherwise.
E. The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust, or other enterprise
against any expense, liability, or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability, or loss
under the DGCL.
F. The Corporation's obligation, if any, to indemnify any person who
was or is serving as a director of any direct or indirect subsidiary of the
Corporation or, at the request of the Corporation, of any other corporation or
of a partnership, joint venture, trust, or other enterprise shall be reduced by
any amount such person may collect as indemnification from such other
corporation, partnership, joint venture, trust or other enterprise.
G. Any repeal or modification of the foregoing provisions of this
Section 1 shall not adversely affect any right or protection hereunder of any
person in respect of any act or omission occurring prior to the time of such
repeal or modification.
H. The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant indemnification rights and rights to the
advancement of expenses to any officer, employee or agent of the Corporation to
the fullest extent of the provision of this Article with respect to the
indemnification and advancement of expenses to directors.
Section 2. Limited Liability.
No director of the Corporation shall be liable to the Corporation or
any of its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that this provision does not eliminate the liability of the
director (i) for any breach of the director's duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of Title B of the Delaware Code, or (iv) for any transaction from
which the director derived an improper personal benefit. For purposes of the
prior sentence, the term "damages" shall, to the extent permitted by law,
include without limitation, any judgment, fine, amount paid in settlement,
penalty, punitive damages, excise or other tax assessed with respect to an
employee benefit plan, or expense of any nature (including, without limitation,
counsel fees and disbursements). Each person who serves as a director of the
Corporation while this Section 2 is in effect shall be deemed to be doing so in
reliance on the provisions of this Section 2, and neither the amendment or
repeal of this Section 2, nor the adoption of any provision of this Restated
Certificate of Incorporation inconsistent with this Section 2, shall apply to or
have any effect on the liability or alleged
II-4
liability of any director of the Corporation for, arising out of, based upon, or
in connection with any acts or omissions of such director occurring prior to
such amendment, repeal, or adoption of an inconsistent provision. The provisions
of this Section 2 are cumulative and shall be in addition to and independent of
any and all other limitations on or eliminations of the liabilities of directors
of the Corporation, as such, whether such limitation or eliminations arise under
or are created by any law, rule, regulation, by-law, agreement, vote of
stockholders or disinterested directors, or otherwise.
Item 16. Exhibits
(a) The following are exhibits to this Registration Statement:
Exhibit No. Description
----------- -----------
1 Form of Underwriting Agreement (1)
3.1 Restated Certificate of Incorporation of Fox Entertainment Group, Inc., dated November 6, 1998 (2)
3.2 Amended By-Laws of Fox Entertainment Group, Inc. (2)
4 Form of Indenture (3)
5 Opinion of Hogan & Hartson L.L.P. (3)
12 Computation of Ratio of Earnings to Fixed Charges (4)
23.1 Consent of Arthur Andersen LLP regarding Fox Entertainment Group, Inc. (4)
23.2 Consent of Arthur Andersen LLP regarding Fox Family Worldwide, Inc. (4)
23.3 Consent of PricewaterhouseCoopers LLP regarding Chris-Craft Industries, Inc. (4)
23.4 Consent of PricewaterhouseCoopers LLP regarding BHC Communications, Inc. (4)
23.5 Consent of PricewaterhouseCoopers LLP regarding United Television, Inc. (4)
23.6 Consent of Hogan & Hartson L.L.P. (contained in the opinion filed as Exhibit 5)
24 Power of Attorney (included on the signature pages hereto)
25 Form T-1 Statement of Eligibility of Trustee (1)
----------------------------
(1) To be filed by amendment or as an exhibit to a Current Report on Form 8-K
and incorporated herein by reference.
(2) Incorporated herein by reference from the Registration Statement on Form
S-1 of Fox Entertainment Group, Inc., filed November 6, 1998 (File No.
333-61515).
(3) To be filed by amendment.
(4) Filed herewith.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
II-5
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons pursuant to the foregoing provisions the registrant has been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by of expenses incurred or paid by a
director, officer or controlling person in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, we will, unless in the
opinion of counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
(c) For purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be
II-6
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(4) To file an application for the purpose of determining
eligibility of the trustee to act under subsection (a) or Section 310 of the
Trust Indenture Act in accordance with the rules and regulations prescribed by
the SEC under Section 305(b)(2) of the Trust Indenture Act.
II-7
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Registration Statement on Form S-3
("Registration Statement") and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York on April 8, 2002.
FOX ENTERTAINMENT GROUP, INC.
By: /s/ K. Rupert Murdoch
------------------------------
K. Rupert Murdoch
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints K. Rupert Murdoch, David F. DeVoe and
Arthur M. Siskind, or any one of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign any and all pre- or
post-effective amendments to this Registration Statement, and to file the same
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
Signature Title Date
--------- ----- ----
/s/ K. Rupert Murdoch Chief Executive Officer and Director April 8, 2002
----------------------------------
K. Rupert Murdoch (Principal Executive Officer)
/s/ David F. DeVoe Chief Financial Officer and Director April 8, 2002
----------------------------------
David F. DeVoe (Principal Financial Officer and
Principal Accounting Officer)
/s/ Peter Chernin Director April 8, 2002
----------------------------------
Peter Chernin
/s/ Arthur M. Siskind Director April 8, 2002
----------------------------------
Arthur M. Siskind
/s/ Lachlan Murdoch Director April 8, 2002
----------------------------------
Lachlan Murdoch
/s/ Christos Cotsakos Director April 8, 2002
----------------------------------
Christos Cotsakos
/s/ Laura D'Andrea Tyson Director April 8, 2002
----------------------------------
Laura D'Andrea Tyson
/s/ Thomas W. Jones Director April 8, 2002
----------------------------------
Thomas W. Jones
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
1 Form of Underwriting Agreement (1)
3.1 Restated Certificate of Incorporation of Fox Entertainment Group, Inc., dated November 6, 1998 (2)
3.2 Amended By-Laws of Fox Entertainment Group, Inc. (2)
4 Form of Indenture (3)
5 Opinion of Hogan & Hartson L.L.P. (3)
12 Computation of Ratio of Earnings to Fixed Charges (4)
23.1 Consent of Arthur Andersen LLP regarding Fox Entertainment Group, Inc. (4)
23.2 Consent of Arthur Andersen LLP regarding Fox Family Worldwide, Inc. (4)
23.3 Consent of PricewaterhouseCoopers LLP regarding Chris-Craft Industries, Inc. (4)
23.4 Consent of PricewaterhouseCoopers LLP regarding BHC Communications, Inc. (4)
23.5 Consent of PricewaterhouseCoopers LLP regarding United Television, Inc. (4)
23.6 Consent of Hogan & Hartson L.L.P. (contained in the opinion filed as Exhibit 5)
24 Power of Attorney (included on the signature pages hereto)
25 Form T-1 Statement of Eligibility of Trustee (1)
----------------------------
(1) To be filed by amendment or as an exhibit to a Current Report on Form 8-K
and incorporated herein by reference.
(2) Incorporated herein by reference from the Registration Statement on Form
S-1 of Fox Entertainment Group, Inc., filed November 6, 1998 (File No.
333-61515).
(3) To be filed by amendment.
(4) Filed herewith.