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Filed pursuant to Rule 424(b)(3)
Registration No. 333-145925

PROSPECTUS

7,900,672 SHARES

NEWS CORPORATION

CLASS A COMMON STOCK

News Corporation, a Delaware corporation (“News Corporation” or the “Registrant”) may issue up to 7,900,672 shares of News Corporation Class A Common Stock, par value $0.01 per share (“Class A Common Stock”) in exchange for Class B common units of Ruby Newco LLC, which is a controlled subsidiary of the Registrant (“Ruby Newco”). The Class B common units of Ruby Newco (“Ruby Newco Class B Common Units”) were issued on December 13, 2007 in connection with the Agreement and Plan of Merger by and among the Registrant, Ruby Newco, Dow Jones & Company, Inc., a Delaware corporation (“Dow Jones”), and Diamond Merger Sub Corporation, a Delaware corporation and wholly-owned subsidiary of Ruby Newco (the “Merger Agreement”), pursuant to which Dow Jones became a wholly-owned subsidiary of Ruby Newco (the “Merger”). Between April 12, 2008 and June 10, 2008, each holder of Ruby Newco Class B Common Units will be permitted to exchange up to 25% of the total number of units that the holder received in the Merger for shares of Class A Common Stock. Beginning June 11, 2008, any or all Ruby Newco Class B Common Units may be freely exchanged for shares of Class A Common Stock. The initial exchange rate will be one (1) share of Class A Common Stock for each Ruby Newco Class B Common Unit, subject to adjustment under certain circumstances.

The Class A Common Stock is listed on the New York Stock Exchange under the symbol “NWS-A.” On February 8, 2008, the closing price of Class A Common Stock on the New York Stock Exchange was $19.64 per share.

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus is February 29, 2008.

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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY NEWS CORPORATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL CREATE UNDER ANY CIRCUMSTANCES AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF NEWS CORPORATION AND ITS SUBSIDIARIES SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES OTHER THAN THOSE SPECIFICALLY OFFERED HEREBY OR AN OFFER TO SELL ANY SECURITIES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO ANY PERSON WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THE INFORMATION CONTAINED IN THIS PROSPECTUS SPEAKS ONLY AS OF THE DATE OF THIS PROSPECTUS UNLESS THE INFORMATION SPECIFICALLY INDICATES THAT ANOTHER DATE APPLIES.

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Special Note Regarding Forward-Looking Statements		ii
About This Prospectus		ii
Prospectus Summary		1
Use of Proceeds		2
Plan of Distribution		2
Description of Class A Common Stock		5
Where You Can Find More Information		7
Incorporation of Certain Documents by Reference		8
Legal Matters		8
Experts		8

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains statements that constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this prospectus that address activities, events or developments that we expect or anticipate will or may occur in the future, or that include the words “may,” “will,” “would,” “could,” “should,” “believes,” “estimates,” “projects,” “plans,” “intends,” “anticipates,” “continues,” “forecasts,” “designed,” “goal,” or the negative of those words or other comparable words are intended to identify forward-looking statements.

These statements appear in a number of places in this prospectus and documents incorporated by reference in this prospectus and are based on certain assumptions and analyses made in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. These forward-looking statements are subject to risks, uncertainties and assumptions about News Corporation and its subsidiaries and businesses, and are not guarantees of performance. Other important factors that could affect the future results of News Corporation and cause those results or other outcomes to differ materially from those expressed in the forward-looking statements include:

 

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deterioration in worldwide economic and business conditions;

 

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rapidly changing technology challenging News Corporation’s businesses’ ability to adapt successfully;

 

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exposure to fluctuations in currency exchange rates;

 

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significant changes in News Corporation’s assumptions about customer acceptance, overall market penetration and competition from providers of alternative products and services;

 

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unexpected challenges created by legislative and regulatory developments;

 

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changes in News Corporation’s business strategy and development plans;

 

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the military activity in Iraq, the outbreak or escalation of hostilities between the United States and any foreign power or territory and changes in international political conditions as a result of these events may continue to affect the United States and the global economy and may increase other risks; and

 

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other risks described from time to time in periodic reports that News Corporation files with the Securities and Exchange Commission (the “Commission”).

Because the above factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement made by News Corporation, you should not place undue reliance on any forward-looking statement. Further, any forward-looking statement speaks only as of the date on which it is made, and it should not be assumed that the statements made herein remain accurate as of any future date. News Corporation undertakes no obligation to publicly update or revise any forward-looking statement or update or revise the reasons that actual results or outcomes could materially differ from those anticipated in each forward-looking statement, except as required by law. Readers should carefully review the other documents filed by News Corporation with the Commission.

ABOUT THIS PROSPECTUS

This prospectus is part of a post-effective amendment to a registration statement that we are filing with the Commission (the “Form S-3 Registration Statement”). The Form S-3 Registration Statement registers 7,900,672 shares of Class A Common Stock previously registered on a registration statement on Form S-4 (Registration No. 333-145925) in connection with the Merger. The 7,900,672 shares of Class A Common Stock are issuable upon or in connection with the exchange of Ruby Newco Class B Common Units.

 

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DESCRIPTION OF CLASS A COMMON STOCK

We are offering News Corporation Class A Common Stock in this prospectus. Below is a summary of the material terms and provisions of the Class A Common Stock, which should be read together with any additional information we may include in any prospectus supplements (which may differ from the terms summarized below). For the complete terms of the Class A Common Stock, please refer to our Restated Certificate of Incorporation and Amended and Restated By-laws that are filed as exhibits to the reports incorporated by reference into the registration statement that includes this prospectus. Additionally, the General Corporation Law of Delaware, as amended (“DGCL”), may also effect the terms of the Class A Common Stock.

General

Our Class A Common Stock is listed on the NYSE and the London Stock Exchange. News Corporation CHESS Depository Interests (“CDIs”) representing an interest in underlying Class A Common Stock are listed on the Australian Stock Exchange.

At February 1, 2008, we had authorized 6,000,000,000 shares of Class A Common Stock of which 2,140,726,442 shares were outstanding.

Voting Rights

A holder of Class A Common Stock may only vote under the following circumstances:

 

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on a proposal to dissolve News Corporation or to adopt a plan of liquidation of News Corporation, and with respect to any matter to be voted on by our stockholders following adoption of a proposal to dissolve News Corporation or to adopt a plan of liquidation of News Corporation;

 

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on a proposal to sell, lease or exchange all or substantially all of our property and assets;

 

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on a proposal to adopt an agreement of merger or consolidation in which News Corporation is a constituent corporation, as a result of which our stockholders prior to the merger or consolidation would own less than sixty percent (60%) of the voting power or capital stock of the surviving corporation or consolidated entity (or the direct or indirect parent of the surviving corporation or consolidated entity) following the merger or consolidation; and

 

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with respect to any matter to be voted on by our stockholders during a period during which a dividend (or part of a dividend) in respect of the Class A Common Stock has been declared and remains unpaid following the payment date with respect to such dividend (or part thereof).

Other than as set forth in the preceding paragraph and as provided by law, a holder of a share of Class A Common Stock has no right to vote.

The holders of the Class A Common Stock entitled to vote on a particular matter shall vote in the same manner and subject to the same conditions as the holders of our Class B common stock, par value $0.01 per share (“Class B Common Stock”) or preferred common stock or series common stock, as described below.

At annual and extraordinary general meetings of stockholders:

 

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a majority in voting power of all of the outstanding shares of the stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for all purposes; and

 

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each holder of Class A Common Stock represented at a meeting of stockholders shall be entitled to cast one vote for each share of Class A Common Stock entitled to vote at the meeting.

All voting, except as may be required by law, including voting for the election of directors may be by a voice vote; provided, however, that upon demand by a stockholder entitled to vote or by his or her proxy, or upon

 

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resolution by our Board of Directors in its discretion or by action of the chairman of the meeting, in his or her discretion, a stock vote may be taken. Every stock vote shall be taken by written ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting.

Unless otherwise provided by our Restated Certificate of Incorporation, our Amended and Restated By-laws, the rules or regulations of any stock exchange applicable to us or applicable law or pursuant to any regulation applicable to us or our securities, (a) at all meetings of stockholders for the election of directors, a plurality of the votes cast shall be sufficient to elect directors and (b) any other question brought before any meeting of stockholders shall be determined by the affirmative vote of a majority of the votes cast thereon by the holders represented and entitled to vote at the meeting.

Dividends

Holders of Class A Common Stock are, generally, entitled to such dividends, if any, as may be declared by our Board of Directors from time to time in its sole discretion out of our assets or legally available funds, subject to the following provisions:

 

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if dividends are declared on the Class A Common Stock that are payable in shares of common stock, or securities convertible into, or exercisable or exchangeable for common stock (as defined in our Restated Certificate of Incorporation), the dividends payable to the holders of Class A Common Stock shall be paid only in shares of Class A Common Stock (or securities convertible into, or exercisable or exchangeable for Class A Common Stock), and such dividends shall be paid in the same number of shares (or fraction thereof) on a per share basis of the Class A Common Stock (or securities convertible into, or exercisable or exchangeable for the same number of shares (or fraction thereof) on a per share basis of the Class A Common Stock); and

 

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in no event shall the shares of the Class A Common Stock be split, divided, or combined unless the outstanding shares of the other class shall be proportionately split, divided or combined.

Any dividends declared by our Board of Directors on a share of common stock shall be declared in equal amounts with respect to each share of Class A Common Stock and Class B Common Stock (as determined in good faith by our Board of Directors in its sole discretion), provided that in the case of dividends payable in shares of our common stock, or securities convertible into, or exercisable or exchangeable for, our common stock, such dividends shall be paid as provided for in our Restated Certificate of Incorporation.

Rights on a Winding-Up

In the event of any voluntary or involuntary liquidation, dissolution or winding up of News Corporation, 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 or series common stock, the holders of shares of Class A Common Stock, Class B Common Stock and, to the extent fixed by our Board of Directors with respect thereto, the series common shares and preferred stock shall be entitled to receive all of our remaining assets available for distribution to our stockholders, ratably in proportion to the number of shares held by them (or, with respect to any series of the series common shares or preferred shares, as so fixed by our Board of Directors).

Transfers

An Owner (as defined in our Restated Certificate of Incorporation) of shares of Class A Common Stock may not sell, exchange or otherwise transfer Ownership (as defined in our Restated Certificate of Incorporation) of such shares to any person who has made an Offer (as defined in our Restated Certificate of Incorporation) pursuant to such Offer unless such Offer relates to both Class A Common Stock and Class B Common Stock, or another Offer or Offers are contemporaneously made with such Offer by such person such that, between all the Offers, they relate to both Class A Common Stock and Class B Common Stock, and the terms and conditions of such Offer or Offers as they relate to each of the shares of Class A Common Stock and the Class B Common Stock are Comparable (as defined in our Restated Certificate of Incorporation). We shall, to the extent required by law, note on the certificates of our common stock that shares represented by such certificates are subject to the restrictions set forth in this paragraph.

 

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Stockholder Rights Plan

In fiscal 2005, our Board of Directors adopted a stockholder rights plan (the “Rights Plan”). Under the Rights Plan, each stockholder of record received a distribution of one right for each share of Class A Common Stock and Class B Common Stock (the “Rights”). The Rights are represented by our common stock certificates, are not traded separately from the common stock and are not exercisable.

The Rights will become exercisable only if a person or group obtains ownership (defined to include stock which a person has the right to acquire, regardless of whether such right is subject to the passage of time or the satisfaction of conditions), or announces a tender offer that would result in ownership of 15% or more of the Class B Common Stock, at which time each Right would enable the holder of such Right to buy additional stock of News Corporation. Following the acquisition of 15% or more of the Class B Common Stock, the holders of Rights (other than the acquiring person or group) will be entitled to purchase from us shares of our Class A or Class B Common Stock, as applicable, at half price, and in the event of a subsequent merger or other acquisition of News Corporation, to buy shares of common stock of the acquiring entity at half price. The Rights Plan grandfathered holdings of our voting common stock and disclosed contracts permitting the acquisition of our voting common stock in each case that existed at the time the Right Plan was adopted, including the then existing holdings of the Murdoch family and affiliated entities and Liberty Media Corporation (“Liberty”), but any additional acquisitions (subject to a 1% cushion granted to all exempt holders) by the Murdoch family and its affiliated entities or by Liberty and its affiliated entities would trigger the Rights. Each Right permits the holder to spend $80 for the purchases described above.

In August 2005, we announced that our Board of Directors determined to extend the expiration date of the Rights Plan for an additional two-year period, expiring in November 2007. In April 2006, we agreed to a settlement of a lawsuit regarding the extension of the Rights Plan. In August 2006, we announced that, in accordance with the terms of the settlement of a lawsuit regarding the Rights Plan, our Board of Directors had approved the adoption of an Amended and Restated Rights Plan, extending the term of our existing Rights Plan from November 7, 2007 to October 20, 2008. Our Board of Directors has the right to extend the term for an additional year if the situation with Liberty has not, in the Board of Directors’ judgment, been resolved. The terms of the Amended and Restated Rights Plan remain the same as our existing stockholder rights plan in all other material respects. Pursuant to the terms of the settlement, on October 20, 2006, the Amended and Restated Rights Plan was presented for a vote of our Class B stockholders at our annual meeting of stockholders and the stockholders voted in favor of its approval. In January 2007, the Rights Plan was amended to allow for the grant of an irrevocable proxy to Liberty in connection with the stockholder vote on the share exchange agreement we entered into with Liberty (the “Share Exchange Agreement”). We have announced that we intend to redeem the Rights issued under the Rights Plan if the transactions contemplated under the Share Exchange Agreement are consummated.

WHERE YOU CAN FIND MORE INFORMATION

News Corporation is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and files reports and other information with the Securities and Exchange Commission, which we refer to as the Commission.

You may read and copy this information at the Public Reference Room of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain copies of all or any part of such material by mail from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. For more information about the operation of the Public Reference Room, call the Commission at 1-800-SEC-0330. The Commission also maintains a website that contains reports and other information about issuers who file electronically with the Commission. The Internet address of the site is http://www.sec.gov. Some, but not all, of News Corporation’s publicly filed information is available through the Commission’s web site. You may also obtain certain of these documents at News Corporation’s website at www.newscorp.com. We are not incorporating the contents of the websites of the Commission, News Corporation or any other person into this document. We are only providing information about how you may obtain certain documents that are incorporated into this document by reference at these websites. Reports and other information concerning News Corporation may also be inspected at the offices of the New York Stock Exchange, Inc. at 20 Broad Street, New York, New York 10005.

 

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This prospectus forms part of the registration statement filed by News Corporation with the Commission under the Securities Act of 1933, as amended, which we refer to as the Securities Act. This prospectus omits certain of the information contained in the registration statement in accordance with the rules and regulations of the Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Commission allows News Corporation to “incorporate by reference” information into this prospectus, which means important information may be disclosed to you by referring you to another document filed separately with the Commission. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained directly in this prospectus. This prospectus incorporates by reference the documents set forth below that News Corporation has previously filed with the Commission. These documents contain important information about News Corporation and its consolidated subsidiaries and their finances.

News Corporation has filed with the Commission, pursuant to the Exchange Act, its Annual Report on Form 10-K for the fiscal year ended June 30, 2007, filed August 23, 2007, Quarterly Reports on Form 10-Q for the three months ended September 30, 2007 and December 31, 2007, filed November 8, 2007 and February 6, 2008 and Current Reports on Form 8-K, filed August 1, 2007, August 14, 2007, August 15, 2007, August 16, 2007, August 17, 2007, August 28, 2007, August 30, 2007, August 31, 2007, September 4, 2007, November 9, 2007, November 14, 2007, December 7, 2007 (as amended), December 13, 2007, December 27, 2007, January 7, 2008 and February 12, 2008 and a Definitive Proxy Statement on Schedule 14A, filed September 6, 2007.

Reports and other information filed by News Corporation with the Commission following the date hereof and prior to the termination of the exchange offer, including News Corporation’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Proxy Statement filed on Schedule 14A, shall be deemed to be incorporated by reference herein. Statements contained in this document as to the contents of any contract or other document referred to in such document are not necessarily complete and, in each instance, reference is made to the copy of such contract or other document filed with the Commission, each such statement being qualified in all respects by such reference.

We will provide to you upon written or oral request, without charge, a copy of any and all of the information incorporated by reference in this prospectus (excluding exhibits to such information unless such exhibits are specifically incorporated by reference therein). Requests for copies of such information relating to News Corporation should be directed to: News Corporation, 1211 Avenue of the Americas, New York, NY 10036, Attention: Investor Relations (telephone number (212) 852-7059).

LEGAL MATTERS

Certain legal matters have been passed upon for News Corporation by Hogan & Hartson LLP, 875 Third Avenue, New York, New York 10022.

EXPERTS

The consolidated financial statements of News Corporation appearing in News Corporation’s Annual Report (Form 10-K) for the fiscal year ended June 30, 2007, and News Corporation management’s assessment of the effectiveness of internal control over financial reporting as of June 30, 2007 included therein, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements and management’s assessment are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

 

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No dealer, salesperson or other individual has been authorized to give any information or to make any representations not contained in this prospectus in connection with the offering covered by this prospectus. If given or made, such information or representations must not be relied upon as having been authorized by News Corporation. This prospectus does not constitute an offer to sell, or a solicitation of any offer to buy, the offered shares, in any jurisdiction where, or to any person to whom, it is unlawful to make any such offer or solicitation. Neither the delivery of this prospectus nor any offer or sale made hereunder shall, under any circumstances, create an implication that there has not been any change in the facts set forth in this prospectus or in the affairs of News Corporation since the date hereof.

 

 

7,900,672 Shares

NEWS CORPORATION

Class A Common Stock

 

 

PROSPECTUS

 

 

February 29, 2008