X0201 4 2003-12-22 0 0001068002 FOX ENTERTAINMENT GROUP INC FOX 0001092713 FEG HOLDINGS INC 1300 NORTH MARKET STREET SUITE 404 WILMINGTON DE 19801 0 0 1 0 0000788509 NEWS CORP LTD 1211 AVENUE OF THE AMERICAS NEW YORK NY 10036 0 0 1 0 0001024835 MURDOCH KEITH RUPERT C/O NEWS CORP 1211 AVENUE OF THE AMERICAS NEW YORK NY 10086 1 1 1 0 Chairman and Chief Executive Class A Common Stock, par value $.01 per share 2003-12-22 4 A 0 74522705 27.99 A 799659080 D The shares of Class A Common Stock were acquired in partial consideration for the transfer to the Issuer of shares of Hughes Electronics Corporation. The total consideration for the transfer was $6,585,890,528 consisting of $4,500,000,000 in debt and $2,085,890,528 in shares of the Issuer. The 799,659,080 shares of Class A Common Stock consist of 74,522,705 shares of Class A Common Stock as reported herein, and 725,136,375 shares of Class A Common Stock of the Issuer reported as beneficially owned by FEG Holdings including 547,500,000 shares of Class A Common Stock of the Issuer which FEG Holdings would be entitled to receive upon conversion of all shares of Class B Common Stock held by FEG Holdings. The Class B shares of Common Stock held by FEG Holdings are convertible on a 1:1 basis at the option of the holder into shares of Class A Common Stock. FEG Holdings is a wholly owned subsidiary of The News Corporation Limited ("News Corporation"). By virtue of ordinary shares of News Corporation owned by (i) Mr. K. Rupert Murdoch, (ii) Cruden Investments Pty. Limited, a private Australian investment company owned by Mr. Murdoch, members of his family, certain charities and other persons, 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, and Mr. Murdoch's positions as Chairman and Chief Executive of News Corporation, Mr. Murdoch may be deemed to control the operations of News Corporation. The Reporting Persons, other than FEG Holdings, disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or any other purpose. Mr. K. Rupert Murdoch is a director and Chairman and Chief Executive Officer of the Issuer. Mr. Murdoch directly owns an additional 5,000 shares of Class A Common Stock of the Issuer. /s/ K. Rupert Murdoch 2003-12-24 /s/ K. Rupert Murdoch 2003-12-24 /s/ K. Rupert Murdoch 2003-12-24