FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of April 2004 (April 29, 2004)
THE NEWS CORPORATION LIMITED
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(Name of Registrant)
2 Holt Street, Sydney, New South Wales, 2010, Australia
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F:
Form 20-F X Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1):
Yes No X
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
Yes No X
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes No X
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): Not Applicable
Annexed hereto as Exhibit A is an announcement by The News Corporation Limited
released to the Australian Stock Exchange ("ASX") on April 27, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE NEWS CORPORATION LIMITED
Date: April 29, 2004 By: /s/ Arthur M. Siskind
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Arthur M. Siskind
Director
EXHIBIT INDEX
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Exhibit Page No. in Sequential
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A. Announcement by The News Corporation
Limited released to ASX on April 27, 2004. 6
EXHIBIT A
Shareholding and Cost Basis Allocation Information for U.S. Taxpayers Resulting
from the Hughes Split-off and News Corporation Transaction
The following information is provided to assist you in:
-- Determining your holdings of Hughes Electronics Corporation common
stock (HS) and News Corporation Preferred ADSs (NWS.A) after the
completion of the split-off of Hughes from General Motors Corporation
and the subsequent transactions with News Corporation (collectively
the "transactions"),
-- Calculating your gain or loss for U.S. federal income tax purposes
that resulted from the transactions, and
-- Determining your tax basis in your Hughes common stock and your News
Corporation Preferred ADSs for U.S. federal income tax purposes.
Upon the split-off of Hughes Electronics Corporation from General Motors
Corporation and the merger of Hughes with a wholly owned subsidiary of News
Corporation on December 22, 2003, the former shareholders of GM Class H common
stock received .82322 shares of Hughes common stock and .09207 News Corporation
Preferred ADSs (each of which represent s four News Corporation preferred
limited voting ordinary shares) for each share of GM Class H common stock held
immediately prior to the closing of the transactions. Such holders also may have
received an amount of cash instead of a fractional share of Hughes common stock
or a fractional NWS.A share.
GM obtained a ruling from the Internal Revenue Service to the effect that the
split-off of Hughes from GM was tax- free for federal income tax purposes and
that, accordingly, a holder of GM Class H common stock recognized no gain or
loss on the receipt of a share of Hughes common stock and has a tax basis in its
Hughes common stock that is equal to the tax basis in the shares of GM Class H
common stock exchanged.
The U.S. federal income tax impact of the exchange of a portion of your Hughes
common stock for News Corporation Preferred ADSs (and the receipt of cash
instead of fractional shares) will depend on whether you made a valid share
identification election prior to the closing of the transactions and on your tax
basis in your Hughes common stock.
Generally, you will be treated as exchanging a portion of each of your shares of
Hughes common stock in exchange for News Corporation Preferred ADSs in a taxable
transaction. That is, you will be treated as having sold 17.678% of each of your
shares of Hughes common stock for .09207 News Corporation Preferred ADSs. You
also will be treated as having sold for cash any fractional share of Hughes
common stock or News Corporation Preferred ADSs that you otherwise would have
received. You will recognize gain or loss equal to the difference between (i)
the sum of the fair market value of the News Corporation Preferred ADSs you
received in the transactions plus any cash that you received in lieu of
fractional shares and (ii) the tax basis in the portion of the Hughes common
stock that you are treated as having sold (including the tax basis in any
fractional shares that you otherwise would have retained). Your basis in the
News Corporation Preferred ADSs that you received will be equal to the fair
market value of such
shares at the time the transactions closed. Your basis in the portion of the
shares of Hughes common stock retained will remain the same.
The foregoing assumes that you did not make a valid share identification
election prior to the closing of the transactions. The following example is
provided to assist you in performing the calculations. However, you should
consult your tax advisor to determine the U.S. federal income tax consequences
to you, as well as any other consequences under other U.S., state, local, and
foreign tax laws. To determine the amount of gain or loss that must be
recognized in the merger, the example uses the December 22, 2003 volume weighted
average price of News Corporation Preferred ADSs ($29.01) on the NYSE and cash
received on any fractional shares of HS and NWS.A (approximately $16.25 and
$28.97 per share respectively based upon the actual proceeds from the sale of
cumulative fractional shares). In addition, the example assumes that a
stockholder owns 100 GMH shares before the transactions with a cost basis of $10
per share. The example does not address the situation of multiple blocks of GMH
shares with differing tax bases. The percentages shown in the example have been
rounded from those used in the actual calculations.
Split-off and Exchange Example
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Part 1 - Calculation of what the shareholder received for his/her original 100
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GMH shares.
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Split-Off of Hughes Electronics from GM (Step 1):
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GMH shares are exchanged 1 for 1 for HS shares:
100 shares of GMH are exchanged for 100 shares of HS
Exchange of 17.678% of HS shares for NWS.A Shares at the predetermined exchange
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ratio of .52083 shares of NWS.A for each HS share exchanged (Step 2):
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Calculation of NWS.A shares received for 17.678% of HS shares:
100 shares X .17678 X .52083 = 9.207 or 9 shares of NWSA
plus
Cash for fractional shares = .207 X $28.97 = $6.01
Remaining HS Shares and Cash:
100 shares X .82322 = 82.322 or 82 shares of HS
plus
Cash for fractional shares = .322 X $16.25 = $5.23
Part 2 - Information Regarding how to Determine Tax Basis for Federal Income Tax
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Purposes and Associated Taxable Gain or Loss
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You should consult your tax advisor as to the particular consequences to
you of the transactions under U.S. federal, state, local and foreign tax laws.
Initial Tax Basis of Shares Total Gains/(Losses)
Before Split-Off and Exchange
Proceeds Shares Basis/Sh* Total
Shares Basis/Sh Total -----------------------------------------
------------------------------ NWS.A 9 $ 29.01 $ 261.09
GMH 100 $ 10.00 $ 1,000.00 Cash $ 11.24
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$ 272.33
Step 1 - Split Off Less Basis
in HS exchanged 18 $ 10.00 $(180.00)
Basis of Shares --------------- --------
After Split-Off and Before Exchange Gain/(Loss) $ 92.33
Shares Basis/Sh Total
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HS 100 $ 10.00 $ 1,000.00
----------- Summary
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Tax basis of remaining HS shares $ 820.00
Tax basis of NWS.A shares $ 261.09
Cash Received $ 11.24
Taxable Gain/(Loss) $ 92.33
Step 2 - Exchange
Basis of Shares
After Split-Off and Exchange
Shares Basis/Sh* Total
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Remaining
HS 82 $ 10.00 $ 820.00
NWS.A 9 $ 29.01 $ 261.09
$ 1,081.09
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Cash for Fractional Shares
Fraction Price+ Cash Paid
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HS 0.322 $ 16.25 $ 5.23
NWS.A 0.207 $ 28.97 $ 6.01
$ 11.24
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* $29.01 share price is the volume weighted average price of NWS.A on 12/22/03
+ approximate share prices received for fractional shares based upon the actual
proceeds from the sale of cumulative fractional shares
The examples in these materials are based on the assumptions stated and are for
illustrative purposes only. These materials are not intended as tax advice and
you should consult your professional tax advisor if you have any questions
regarding the calculation of the basis of any HS or NWS.A shares that you own.