SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
DIRECTV GROUP, INC.
(FORMERLY HUGHES ELECTRONICS CORPORATION)
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
444418 10 7
(CUSIP Number)
Lawrence A. Jacobs, Esq.
News Corporation
1211 Avenue of the Americas
New York, New York 10036
(212) 852-7000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 19, 2005
(Date of Event which Requires Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to
report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. ?
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all
exhibits. See Rule 13d-7(b) for other parties to
whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment
containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the
Act but shall be subject to all other provisions of the
Act (however, see the notes).
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
News Corporation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ?
(b) ?
3
SEC USE ONLY
4
SOURCE OF FUNDS
Not Applicable
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
?
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number Of
Shares
Beneficially
Owned By
Each
Reporting
Person
7 SOLE VOTING POWER
470,420,752
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
470,420,752
10 SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
470,420,752
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
?
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 33.9%
14
TYPE OF REPORTING PERSON
CO
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Fox Entertainment Group, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ?
(b) ?
3
SEC USE ONLY
4
SOURCE OF FUNDS
Not Applicable
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
?
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number Of
Shares
Beneficially
Owned By
Each
Reporting
Person
7 SOLE VOTING POWER
470,420,752
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
470,420,752
10 SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
470,420,752
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
?
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 33.9%
14
TYPE OF REPORTING PERSON
CO
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)
Pursuant to Section 13(d) of the Securities Exchange Act of 1934
in respect of
DIRECTV GROUP, INC. (FORMERLY HUGHES ELECTRONICS CORPORATION)
Explanatory Note
This filing is being made solely to include
conformed signatures which we inadvertently omitted from the
prior filing of this Amendment No. 2.
Introductory Statement
This Amendment No. 2 to the Statement on
Schedule 13D relates to the Common Stock, par value $0.01 per
share ("Common Stock"), of DIRECTV Group, Inc., a Delaware
corporation (the "Issuer"). This Amendment
amends and supplements (a) the Statement originally
filed on December 24, 2003 by The News Corporation Limited
("TNCL"), K. Rupert Murdoch and Fox Entertainment
Group, Inc. ("FEG" or "Old Fox")
(the "Initial Schedule
13D") and (b) the Amendment No. 1 to the Initial
Schedule 13D filed on November 12, 2004 by News Corporation
and FEG ("Amendment No. 1" and collectively with the
Initial Schedule 13D and this Amendment No. 2, this
"Statement"). Unless otherwise defined herein,
capitalized
terms used herein shall have the meanings ascribed
thereto in the Initial Schedule 13D or
Amendment No. 1, as applicable.
This statement is filed in connection with a
transaction in which News Corporation
("News Corporation"),
through its direct wholly owned subsidiary
Fox Entertainment
Group, Inc. (f/k/a Fox Acquisition Corp) ("New
Fox"), acquired all of the outstanding shares of
Old Fox Class A common stock that news Corporation did not
already own (the "Transaction"). The Transaction
was effected in two parts: (i) an offer by
News Corporation,
through New Fox, to exchange 2.04 shares of
News Corporation Class A common stock, par value $0.01 per share,
for each share of FEG Class A common stock, par value $0.01 per
share, outstanding, which offer successfully
closed at midnight on March 18, 2005, and (ii) a "short form"
merger of FEG with and into New Fox, which merger
was effected on March 21, 2005.
Item 2. Identity and Background.
Item 2 is amended and restated in its entirety to read as follows:
This Statement is being filed by (i)
News Corporation, a Delaware corporation with
its principal executive
offices located at 1211 Avenue of the Americas,
New York, New York 10036, and (ii) New Fox, a Delaware
corporation, with its principal executive offices
at 1211 Avenue of the Americas, New York, New York 10036.
News Corporation and New Fox are referred to herein
collectively as the "Reporting Persons." The name,
residence or business address, principal occupation
or employment and the name, principal business, and address of
any corporation or other organization in which such employment
is conducted with respect to each director and
executive officer of the Reporting Persons are set forth in
Schedule I attached hereto, which is incorporated herein
by reference. To the knowledge of the Reporting Persons,
each of the persons named on Schedule I (the "Schedule I
Persons") is a United States citizen unless otherwise indicated.
News Corporation is a diversified international media and
entertainment company with operations in eight
industry segments, including filmed entertainment,
television, cable network programming, direct broadcast satellite
television, magazines and inserts, newspapers,
book publishing and other. The activities of News Corporation are
conducted principally in the United States,
the United Kingdom, Italy, Asia, Australia and the Pacific Basin.
New Fox, a direct wholly owned subsidiary of
News Corporation, is principally engaged in the development,
production and worldwide distribution of feature
films and television programs, television broadcasting and cable
network programming.
During the last five years, none of the
Reporting Persons or, to the best of the knowledge of the Reporting
Persons, none of the Schedule I Persons has
(i) been convicted in a criminal proceeding (excluding minor traffic
violations or similar misdemeanors), or (ii) been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction a result of which it was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any
violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The following sentence is added to the end of
the second paragraph of Item 3:
As a result of the Transaction, FEG became the direct
wholly owned subsidiary of News Corporation.
Item 4. Purpose of Transaction.
Item 4 is amended and restated to read in its entirety as follows:
This statement is filed in connection with the
Transaction, pursuant to which, FEG, a previous reporting
person hereunder, was merged with and into New Fox,
a direct wholly owned subsidiary of News
Corporation. Prior
to the Transaction, FEG was a reporting person
because it was the record owner of the Issuer's
securities.
Following
the Transaction, New Fox is the record owner of the Issuer's
securities with News Corporation remaining as the
ultimate parent corporation.
See Items 3 and 6, which are incorporated by
reference herein.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and restated to read in its
entirety as follows:
New Fox is the record and beneficial owner of an
aggregate of 470,420,752 shares of Common Stock,
representing a 33.9% interest in the Issuer ("New Fox Owned Shares").
For purposes of computing the percentage of
beneficial ownership of the Reporting Persons, the total number of shares of
Common Stock considered to be
outstanding is 1,385,848,330.
Other than as stated herein, no transactions were effected
by the Reporting Persons in the Common Stock
during the 60 days preceding the date hereof.
SIGNATURES
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: March 22, 2005
NEWS CORPORATION
By:
/s/ Lawrence A. Jacobs
Name:
Lawrence A Jacobs
Title:
Senior Executive Vice President and Group General
Counsel
Dated: March 22, 2005
FOX ENTERTAINMENT GROUP, INC.
By:
/s/ Lawrence A. Jacobs
Name:
Lawrence A. Jacobs
Title:
Senior Executive Vice President, General Counsel
SCHEDULE I
Schedule I is hereby amended and restated
to read in its entirety as follows:
The name, business address and present principal
occupation or employment of each of the executive officers
and directors of the Reporting Persons:
NEWS CORPORATION
Peter Barnes
Director, News Corporation
1211 Avenue of the Americas
New York, NY 10036
Chase Carey
President and CEO, The DIRECTV Group, Inc.
Director, News Corporation
1211 Avenue of the Americas
New York, NY 10036
Peter Chernin
Director, President and Chief
Operating Officer, News Corporation
c/o Fox Entertainment Group, Inc.
10201 West Pico Blvd.
Los Angeles, CA 90035
Ken Cowley(1)
Chairman, Independent Newspapers Ltd.
Director, News Corporation
c/o The News Corporation Limited
2 Holt Street
Surry Hills, NSW 2010
Australia
David F. DeVoe
Director, Sr. Exec. Vice President
and Chief Financial Officer, News Corporation
1211 Avenue of the Americas
New York, NY 10036
Viet Dinh
Professor of Law, Georgetown University
Director, News Corporation
1211 Avenue of the Americas
New York, NY 10036
Rod Eddington(2)
CEO, British Airways plc
Director, News Corporation
1211 Avenue of the Americas
New York, NY 10036
Lawrence A. Jacobs
Executive Vice President and Group
General Counsel, News Corporation
1211 Avenue of the Americas
New York, NY 10036
Andrew Knight(2)
Non-Executive Director, Rothschild
Investment Trust Capital Partners plc
Director, News Corporation
1211 Avenue of the Americas
New York, NY 10036
K. Rupert Murdoch
Chairman and Chief Executive Officer,
News Corporation
1211 Avenue of the Americas
New York, NY 10036
Lachlan K. Murdoch
Director and Deputy Chief Operating
Officer, News Corporation
1211 Avenue of the Americas
New York, NY 10036
John Nallen
Executive Vice President, Deputy
Chief Financial Officer, News Corporation
1211 Avenue of the Americas
New York, NY 10036
Thomas J. Perkins
Principal, Kleiner Perkins Caulfield & Byers
Director, News Corporation
1211 Avenue of the Americas
New York, NY 10036
Stanley S. Shuman
Managing Director, Allen & Company LLC
Director, News Corporation
1211 Avenue of the Americas
New York, NY 10036
Arthur M. Siskind
Director and Senior Advisor to the
Chairman, News Corporation
1211 Avenue of the Americas
New York, NY 10036
John L. Thornton
Professor of Global Leadership,
Tsinghua University of Beijing
Director, News Corporation
1211 Avenue of the Americas
New York, NY 10036
1
Citizen of Australia
2
Citizen of the United Kingdom
FOX ENTERTAINMENT GROUP, INC.
K. Rupert Murdoch
Chairman and Chief Executive
Officer, News Corporation
Chairman and Chief Executive
Officer, Fox Entertainment Group, Inc.
1211 Avenue of the Americas
New York, NY 10036
Peter Chernin
Director, President and Chief
Operating Officer, News Corporation
Director, President and Chief
Operating Officer, Fox Entertainment Group, Inc.
1211 Avenue of the Americas
New York, NY 10036
David F. DeVoe
Director, Senior Executive Vice
President and Chief Financial Officer, News Corporation
Director, Senior Executive Vice
President and Chief Financial Officer, Fox Entertainment Group, Inc.
1211 Avenue of the Americas
New York, NY 10036
Lachlan K. Murdoch
Director and Deputy Chief
Operating Officer, News Corporation
Director, Senior Executive Vice
President and Deputy Chief Operating Officer, Fox Entertainment Group, Inc.
1211 Avenue of the Americas
New York, NY 10036
Lawrence A. Jacobs
Executive Vice President and
Group General Counsel, News Corporation
Director, Senior Executive Vice
President and General Counsel, Fox Entertainment Group, Inc.
1211 Avenue of the Americas
New York, NY 10036
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