EXHIBIT 99.2
NEWS AMERICA INCORPORATED
Notice Of Guaranteed Delivery
For
Tender of any and all Outstanding
4.750% Senior Notes Due 2010 and 6.550% Senior Notes Due 2033
In Exchange for
4.750% Senior Notes Due 2010 and 6.550% Senior Notes Due 2033
-
Unconditionally Guaranteed by
The News Corporation Limited
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to accept the Exchange Offer (as defined below) if (i)
certificates for the Company's (as such term is defined below) 4.750% Senior
Notes due 2010 and its 6.550% Senior Notes due 2033 (the "Original Notes") are
not immediately available, or (ii) the Original Notes, the Letter of Transmittal
and all other required documents cannot be delivered to The Bank of New York
(the "Exchange Agent") on or prior to 5:00 P.M. on the Expiration Date (as
defined in the Prospectus referred to below) or (iii) the procedures for
delivery by book-entry transfer cannot be completed on a timely basis. This
Notice of Guaranteed Delivery may be delivered by hand, overnight courier or
mail, or transmitted by facsimile transmission, to the Exchange Agent, as more
fully described in the section entitled "The Exchange Offer" under the heading
"Guaranteed Delivery Procedures" in the Prospectus. In addition, in order to
utilize the guaranteed delivery procedure to tender Original Notes pursuant to
the Exchange Offer, a completed, signed and dated Letter of Transmittal relating
to the Original Notes (or facsimile thereof) must also be received by the
Exchange Agent within three New York Stock Exchange trading days after the
Expiration Date. Capitalized terms not defined herein have the meanings assigned
to them in the Prospectus.
The Exchange Agent For The Exchange Offer Is:
The Bank of New York
By Registered or Certified Mail. Facsimile Transmissions: By Hand or Overnight Delivery:
The Bank of New York (Eligible Institutions Only) The Bank of New York
101 Barclay Street, 7E (212)298-1915 101 Barclay Street
New York, New York 10286 To Confirm by Telephone or Corporate Trust Services Window
Attention: for Information Call: Ground Level
(212) New York, New York 10286
Attention:
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA
FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to News America Incorporated (the "Company")
upon the terms and subject to the conditions set forth in the Prospectus dated
,2003 (as the same may be amended or supplemented from time to time, the
"Prospectus"), and the related Letter of Transmittal (which together constitute
the "Exchange Offer"), receipt of which is hereby acknowledged, the aggregate
principal amount of Original Notes set forth below pursuant to the guaranteed
delivery procedures set forth in the Prospectus in the section entitled "The
Exchange Offer" under the heading "Guaranteed Delivery Procedures."
The undesigned understands that tenders of Original Notes will be accepted
only in integral multiples of US$1,000 in principal amount. The undersigned
understands that tenders of Original Notes pursuant to the Exchange Offer may
not be withdrawn after 5:00 P.M., New York City time on the Expiration Date.
Tenders of Original Notes may also be withdrawn if the Exchange Offer is
terminated without any such Original Notes being purchased thereunder or as
otherwise provided in the Prospectus.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned and
every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, personal representatives, successors and
assigns of the undersigned.
_____________________________________
PLEASE SIGN AND COMPLETE
Signature(s) of Registered Owner(s) Name(s) of Registered Holder(s):
or Authorized Signatory:
Principal Amount of Address:
Original Notes Tendered:
Certificate No(s). of Original Notes Area Code and Telephone No.:
(if available):
Date:
_____________________________________
This Notice of Guaranteed Delivery must be signed by the holder(s) of
Original Notes as their name(s) appear on certificates for Original Notes, or on
a security position listing, or by person(s) authorized to become registered
holder(s) by endorsements and documents transmitted with this Notice of
Guaranteed Delivery. If a signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
such representative capacity, such person must provide his or her full title
below and, unless waived by the Company, provide proper evidence satisfactory to
the Company of such person's authority to act.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
Capacity:
Address(es)
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker or government securities dealer, (iii) a credit
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association recognized program (each of the foregoing being
referred to as an "Eligible Institution"), hereby guarantees to deliver to the
Exchange Agent, at one of its addresses set forth above, either the Original
Notes tendered hereby in proper form for transfer, or confirmation of the
book-entry transfer of such Original Notes to the Exchange Agent's account at
The Depository Trust Company, pursuant to the procedures for book-entry transfer
set forth in the Prospectus, in either case together with one or more properly
completed and duly executed Letter(s) of Transmittal (or facsimile thereof) and
any other required documents within three business days after the date of
execution of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Original Notes tendered hereby to the Exchange Agent within
the time period set forth above and that failure to do so could result in a
financial loss to the undersigned.
(PLEASE TYPE OR PRINT)
Name of Firm: Authorized Signature
Address: Title:
Date:
Zip Code
Area Code and Telephone No.
NOTE: DO NOT SEND CERTIFICATES FOR ORIGINAL NOTES WITH THIS FORM. CERTIFICATES
FOR ORIGINAL NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.