Delaware | 26-0075658 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) |
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Amendment No. 2 amends the final expiration date of the Rights issued pursuant to the Rights Agreement from October 20, 2008 to April 15, 2008. Accordingly, the Rights expired at the close of business on April 15, 2008 and the Rights Agreement has been terminated and is of no further force and effect. The Rights will be de-listed from the New York Stock Exchange, and de-registered under the Securities Exchange Act of 1934, as amended. A copy of Amendment No. 2 is attached hereto as Ex hibit 4.1 and is incorporated herein by reference.
A copy of the Company's press release (i) describing Amendment No. 2 and the termination of the Rights Agreement and (ii) announcing the Board's approval of the elimination of the Company's classified board structure is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
News Corporation | ||||||||
Date: April 15, 2008 | By: | /s/ Lawrence A. Jacobs | ||||||
Lawrence A. Jacobs | ||||||||
Senior Executive Vice President and Group General Counsel | ||||||||
Exhibit No. | Description | |
EX-3.1 | Certificate of Elimination of Series A Junior Participating Preferred Stock. | |
EX-4.1 | Amendment No. 2 to Amended and Restated Rights Agreement, dated as of August 4, 2006, as amended on January 3, 2007, by and between the Company and Computershare Investor Services, LLC, as Rights Agent. | |
EX-99.1 | Press Release by News Corporation dated April 15, 2008. |