-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mj8GunirKR0fQUzAzdnZ1LolJY9+LMX349NGbXSLDufZqMmrwHv/oWwoh3I7Tdkm 0TP0zF18yx9UK425FWJJTA== 0000950130-98-005381.txt : 19981113 0000950130-98-005381.hdr.sgml : 19981113 ACCESSION NUMBER: 0000950130-98-005381 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 5 333-61515 FILED AS OF DATE: 19981110 EFFECTIVENESS DATE: 19981110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOX ENTERTAINMENT GROUP INC CENTRAL INDEX KEY: 0001068002 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 954066193 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-67099 FILM NUMBER: 98743747 BUSINESS ADDRESS: STREET 1: 1211 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2128527000 MAIL ADDRESS: STREET 1: 1211 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 S-1MEF 1 FORM S-1MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 10, 1998 REGISTRATION NO. 333- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- FOX ENTERTAINMENT GROUP, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ---------------- DELAWARE 4833 95-4066193 (STATE OR OTHER JURISDICTION (PRIMARY STANDARD (I.R.S. EMPLOYER OF INCORPORATION OR INDUSTRIAL IDENTIFICATION NO.) ORGANIZATION) CLASSIFICATION CODE NUMBER) 1211 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10036 (212) 852-7111 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------- ARTHUR M. SISKIND, ESQ. SENIOR EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL FOX ENTERTAINMENT GROUP, INC. 1211 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10036 (212) 852-7111 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: JEFFREY W. RUBIN, ESQ. VINCENT J. PISANO, ESQ. STEPHEN H. KAY, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP SQUADRON, ELLENOFF, PLESENT & 919 THIRD AVENUE SHEINFELD, LLP NEW YORK, NEW YORK 10022 551 FIFTH AVENUE (212) 735-3000 NEW YORK, NEW YORK 10176 (212) 661-6500
---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. 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, as amended, 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-61515 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 post-effective amendment filed pursuant to Rule 462(d) 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 delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [_] CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED OFFERING PRICE REGISTRATION FEE - -------------------------------------------------------------------------------- Class A Common Stock, par value $.01 per share.................... $468,000,000 $130,104
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-1, FILE NO. 333-61515 Fox Entertainment Group, Inc. (the "Company") hereby incorporates by reference into this Registration Statement on Form S-1 in its entirety the Registration Statement on Form S-1, as amended (File No. 333-61515), declared effective on November 9, 1998 by the Securities and Exchange Commission (the "Commission"), including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein. SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON NOVEMBER 10, 1998. Fox Entertainment Group, Inc. /s/ Arthur M. Siskind By: _________________________________ ARTHUR M. SISKIND IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES STATED.
SIGNATURE TITLE DATE --------- ----- ---- * Chairman and Chief Executive November 10, 1998 ____________________________________ Officer (Principal K. RUPERT MURDOCH Executive Officer) and Director * Chief Financial Officer November 10, 1998 ____________________________________ (Principal Financial and DAVID F. DEVOE Accounting Officer) and Director /s/ Arthur M. Siskind Director November 10, 1998 ____________________________________ ARTHUR M. SISKIND * Director November 10, 1998 ____________________________________ PETER CHERNIN * Director November 10, 1998 ____________________________________ CHASE CAREY
/s/ Arthur M. Siskind *By: __________________________ AS ATTORNEY-IN-FACT
EXHIBIT NO. DESCRIPTION ----------- ----------- 5.1 Opinion of Squadron, Ellenoff, Plesent & Sheinfeld, LLP 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Ernst & Young LLP 23.3 Consent of Squadron, Ellenoff, Plesent & Sheinfeld, LLP (contained in Opinion filed as Exhibit 5.1) *24.1 Power of Attorney 99 Officers Certificate
- -------- *Incorporated herein by reference to the Company's Registration Statement of Form S-1, as amended, File No. 333-61515. EX-5.1 2 OPINION OF SQUADRON, ELLENOFF, PLESENT & SHEINFELD [LETTERHEAD OF SQUADRON, ELLENOFF, PLESENT & SHEINFIELD, LLP] Exhibit 5.1 November 10, 1998 Fox Entertainment Group, Inc. 1211 Avenue of the Americas New York, New York 10036 Ladies and Gentlemen: You have requested our opinion, as counsel for Fox Entertainment Group, Inc., a Delaware corporation (the "Company"), in connection with the registration statement on Form S-1 (the "Abbreviated Registration Statement") under the Securities Act of 1933, as amended (the "Act"), for the registration of 27,300,000 shares of Class A Common Stock, par value $.01 per share, of the Company (the "Class A Common Stock"). The Abbreviated Registration Statement relates to the same class of securities registered pursuant to the Company's Registration Statement on Form S-1 (File No. 333-61515) declared effective on November 9, 1998 (the "Initial Registration Statement"). The Abbreviated Registration Statement, together with the Initial Registration Statement, relates to an offering of up to 124,800,000 shares of Class A Common Stock, all of which are being sold by the Company. We have examined such records and documents and made such examinations of law as we have deemed relevant in connection with this opinion. It is our opinion that, when there has been compliance with the Act and the applicable state securities laws, the shares of Common Stock to be sold by the Company, when issued, delivered, and paid for in the manner described in the forms of Purchase Agreement filed as Exhibits 1.1 and 1.2 to the Initial Registration Statement, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Abbreviated Registration Statement and to the reference to our firm under the caption "Legal Matters" in the Initial Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, /s/ Squadron, Ellenoff, Plesent & Sheinfeld, LLP EX-23.1 3 CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated August 6, 1998 (except with respect to the items referred to in Note 15, as to which the date is November 6, 1998) included in the Company's Registration Statement on Form S-1 (Registration No. 333-61515) and to all references to our Firm included in or made a part of this registration statement. ARTHUR ANDERSEN LLP Los Angeles, California November 10, 1998 EX-23.2 4 CONSENT OF ERNST & YOUNG EXHIBIT 23.2 We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-1 No. 333-61515) and related Prospectus of Fox Entertainment Group, Inc. and to the incorporation by reference in this Registration Statement (Form S-1) of Fox Entertainment Group, Inc. of our report dated March 13, 1997 with respect to the consolidated financial statements of NWCG Holdings Corporation included in the Registration Statement (Form S-1 No. 333-61515) of Fox Entertainment Group, Inc. Ernst & Young LLP Atlanta, Georgia November 10, 1998 EX-99 5 OFFICERS CERTIFICATE OFFICER'S CERTIFICATE THE UNDERSIGNED, Arthur M. Siskind, the duly elected Senior Executive Vice President and General Counsel of Fox Entertainment Group, Inc., a Delaware corporation (the "Registrant"), does hereby certify as follows: (i) The Registrant has instructed its bank to transmit to the Securities and Exchange Commission (the "Commission") $130,104, representing the registration filing fee, by wire transfer of such amount from the Registrant's account to the Commission's account at Mellon Bank as soon as practicable but no later than the close of business November 12, 1998; (ii) The Registrant will confirm the bank's receipt of such instructions during regular business hours on November 12, 1998; (iii) The Registrant will not revoke such instructions; (iv) The Registrant has sufficient funds in the Registrant's account to cover the amount of the filing fee. IN WITNESS WHEREOF, I have executed this Certificate this 10th day of November 1998. /s/ Arthur M. Siskind _____________________________________ Senior Executive Vice President and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----