Definitive Additional Materials

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News Corporation

(Name of Registrant as Specified In Its Charter)

 

 

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THE FOLLOWING DISCLOSURE WAS INCLUDED IN ITEMS 5.02 AND ITEM 8.01 OF THE CURRENT REPORT ON FORM 8-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY NEWS CORPORATION ON OCTOBER 11, 2005:

 

On October 6, 2005, News Corporation (the “Company”) announced that Stanley S. Shuman resigned from the Company’s Board of Directors (the “Board”) effective as of the close of the Company’s 2005 Annual Meeting of Stockholders to be held on October 21, 2005. Mr. Shuman’s resignation is not due to any disagreement with the Company. Effective as of the date of his resignation, Mr. Shuman has agreed to serve as Director-Emeritus to the Board.

 

A complaint was filed in the Court of Chancery in the State of Delaware on October 7, 2005 by certain stockholders of the Company in connection with the Board’s decision to extend the expiration date of the Company’s Stockholder Rights Plan. The Company believes that the complaint is without merit and intends to vigorously defend against the claims brought against it. The Court has denied the plaintiffs’ request for an expedited trial date and agreed to hear the Company’s motion to dismiss the complaint on November 10, 2005.