As filed with the Securities and Exchange Commission on April 20, 2010
Registration No. 333-08246
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEWS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware | 2711 | 26-0075658 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
1211 Avenue of the Americas
New York, NY 10036
(212) 852-7000
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Arthur M. Siskind, Esq.
c/o News America Incorporated
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)
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of the 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, check the following box. ¨
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 this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
TABLE OF CO-REGISTRANTS FOR REGISTRATION NO. 333-08246
Exact Name of Co-Registrant as Specified in its Charter |
State or Other Jurisdiction of Organization |
I.R.S. Employer Identification Number | ||
News America Incorporated |
Delaware | 13-3249610 | ||
News Corporation Exchange Trust |
Delaware | 52-6834269 | ||
News Corporation Finance Trust |
Delaware | 52-6834270 | ||
Fox Broadcasting Company |
Delaware | 95-4044499 | ||
Fox Television Stations, Inc. |
Delaware | 95-4711472 | ||
HarperCollins Publishers L.L.C. (f/k/a HarperCollins Publishers Inc.) |
Delaware | 20-2572391 | ||
HarperCollins (UK) |
England and Wales | Not Applicable | ||
NATIONWIDE NEWS PTY. LIMITED |
Australian Capital Territory, Australia |
Not Applicable | ||
News America Marketing FSI L.L.C. (f/k/a News America FSI, Inc.) |
Delaware | 20-2576325 | ||
News Group Newspapers Limited |
England | Not Applicable | ||
News International Limited (f/k/a News International plc) |
England | Not Applicable | ||
NEWS LIMITED |
South Australia, Australia | Not Applicable | ||
News Publishing Australia Limited |
Delaware | 13-3249611 | ||
News Securities B.V. |
The Netherlands | Not Applicable | ||
News T Investments, Inc. |
Delaware | 51-0312616 | ||
Newscorp Investments (f/k/a Newscorp Investments Limited) |
England | Not Applicable | ||
Twentieth Century Fox Film Corporation |
Delaware | 84-0850631 | ||
Twentieth Century Fox Home Entertainment LLC (f/k/a Twentieth Century Fox Home Entertainment, Inc.) |
Delaware | 59-3790466 | ||
British Sky Broadcasting Group plc |
England | Not applicable |
The registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants 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, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Pursuant to the provisions of Rule 429 under the Securities Act of 1933, as amended (the Securities Act) this post-effective amendment to registration statement no. 333-08246 also relates to registration statement no. 333-06896. Registration statement nos. 333-06896 and 333-08246, as amended, are collectively referred to as the Registration Statement.
The Registration Statement registered (i) 5% Trust Originated Preferred Securities (the Finance Securities), (ii) 5% Exchangeable Trust Originated Preferred Securities (the Exchange Securities), (iii) 5% Subordinated Discount Debentures due November 12, 2016 (the Subordinated Debentures) and the related guarantees, (iv) warrants to purchase from News America Incorporated ordinary shares of its affiliate, British Sky Broadcasting Group plc (the Warrants) and the related guarantees and (v) the underlying ordinary shares of British Sky Broadcasting Group plc (the Ordinary Shares). On April 19, 2010, all of the outstanding Finance Securities, Exchange Securities, Subordinated Debentures and Warrants were redeemed. As a result of the redemption, no further offers of the Ordinary Shares will be made under the Registration Statement. Accordingly, the Ordinary Shares are hereby deregistered.
Pursuant to the Rule 415 undertakings in the Registration Statement and pursuant to Rule 478 under the Securities Act, each of the registrants in existence as of the date hereof, acting through the agent for service of process set forth in the Registration Statement, is filing this Post-Effective Amendment to the Registration Statement solely to deregister any and all securities previously registered under the Registration Statement that remain unsold.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following person in the capacities indicated, in the City of New York, State of New York, on the 20th day of April, 2010.
NEWS CORPORATION NEWS AMERICA INCORPORATED NEWS CORPORATION EXCHANGE TRUST NEWS CORPORATION FINANCE TRUST FOX BROADCASTING COMPANY FOX TELEVISION STATIONS, INC. HARPERCOLLINS PUBLISHERS L.L.C. HARPERCOLLINS (UK) NATIONWIDE NEWS PTY. LIMITED NEWS AMERICA MARKETING FSI L.L.C. NEWS GROUP NEWSPAPERS LIMITED NEWS INTERNATIONAL LIMITED NEWS LIMITED NEWS PUBLISHING AUSTRALIA LIMITED NEWS SECURITIES B.V. NEWS T INVESTMENTS, INC. NEWSCORP INVESTMENTS TWENTIETH CENTURY FOX FILM CORPORATION TWENTIETH CENTURY FOX HOME ENTERTAINMENT LLC BRITISH SKY BROADCASTING GROUP plc | ||
By: | /s/ ARTHUR M. SISKIND | |
Arthur M. Siskind Agent for Service |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to Registration Statement in reliance upon Rule 478 under the Securities Act of 1933.
Pursuant to Rule 429, this post-effective amendment to registration statement no. 333-08246 also relates to registration statement no. 333-06896.