Obligation 21st Century Fox America 6.4% ( US652482BL33 ) en USD

21st Century Fox America

100 % ⇌

Etats-unis

US652482BL33 ( en USD )

6.4% par an ( paiement semestriel )

14/12/2035

Prospectus brochure de l'obligation 21st Century Fox America US652482BL33 en USD 6.4%, échéance 14/12/2035

652482BL3

15/12/2024 ( Dans 63 jours )

L'Obligation émise par 21st Century Fox America ( Etats-unis ) , en USD, avec le code ISIN US652482BL33, paye un coupon de 6.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2035

Final Prospectus
424B3 1 d424b3.htm FINAL PROSPECTUS
Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration No. 333-131883
PROSPECTUS

News America Incorporated

EXCHANGE OFFER OF
US$1,150,000,000 OF OUR 6.40% SENIOR NOTES DUE 2035

Unconditionally Guaranteed by

News Corporation

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, MAY 26, 2006, UNLESS EXTENDED.
Terms of the exchange offer:

· The exchange notes are being registered with the Securities and Exchange Commission and are being
offered in exchange for the original notes that were previously issued in an offering exempt from the

Securities and Exchange Commission's registration requirements. The terms of the exchange offer are
summarized below and are more fully described in this prospectus.

· We will exchange all original notes that are validly tendered and not withdrawn prior to the expiration of

the exchange offer.

· You may withdraw tenders of original notes at any time prior to the expiration of the exchange offer.

· We believe that the exchange of original notes will not be a taxable event for U.S. federal income tax
purposes, but you should see "The Exchange Offer--Tax Consequences of the Exchange Offer" and

"Description of the Notes--Tax Consequences of the Exchange Offer" on pages 16 and 34, respectively,
of this prospectus for more information.
file:///U|/Tamara/exch%20News%20Amer%20Inc,%206.40%%20Sr%20Nts%20due%202035.htm (1 of 88)6/20/2006 5:57:10 AM

Final Prospectus

· We will not receive any proceeds from the exchange offer.

· The terms of the exchange notes are substantially identical to the original notes, except that the exchange

notes are registered under the Securities Act of 1933, as amended, and the transfer restrictions and
registration rights applicable to the original notes do not apply to the exchange notes.

· News Corporation and certain of its subsidiaries will guarantee the exchange notes. If we do not make

payments on the exchange notes, the guarantors must make them instead.

· We do not intend to list the exchange notes on any securities exchange or to have them approved for any

automated quotation system.

Investments in these securities involve risks. See Risk Factors beginning on page 6.

Neither the Securities and Exchange Commission nor any state securities commission nor any other
regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 28, 2006.
This prospectus, the letter of transmittal and the notice of guaranteed delivery are first being mailed to all holders
of the original notes on April 28, 2006.
file:///U|/Tamara/exch%20News%20Amer%20Inc,%206.40%%20Sr%20Nts%20due%202035.htm (2 of 88)6/20/2006 5:57:10 AM

Final Prospectus
Table of Contents
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY NEWS
AMERICA INCORPORATED. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF NEWS CORPORATION AND ITS RESPECTIVE SUBSIDIARIES
SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SECURITIES OTHER THAN THOSE SPECIFICALLY OFFERED
HEREBY OR OF ANY SECURITIES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO ANY
PERSON WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THE INFORMATION
CONTAINED IN THIS PROSPECTUS SPEAKS ONLY AS OF THE DATE OF THIS PROSPECTUS UNLESS
THE INFORMATION SPECIFICALLY INDICATES THAT ANOTHER DATE APPLIES.

TABLE OF CONTENTS

Page
Where You Can Find More Information

ii
Incorporation of Certain Documents by Reference

ii
Special Note Regarding Forward-Looking Statements

iii
Prospectus Summary

1
Risk Factors

6
The Exchange Offer

8
Ratio of Earnings to Fixed Charges of News Corporation

16
Use of Proceeds

17
News America and News Corporation

17
The Guarantors of the Notes

18
Corporate Organization of News Corporation

19
Description of Certain Indebtedness and Intercompany Obligations

20
Selected Historical Financial Information of News Corporation

20
Description of the Notes

23
Book-Entry; Delivery and Form

39
Plan of Distribution

40
Legal Matters

41
Experts

41
This prospectus incorporates important business and financial information about us that is not included in
or delivered with this document. This information is available to you at no cost, upon your request. You can
file:///U|/Tamara/exch%20News%20Amer%20Inc,%206.40%%20Sr%20Nts%20due%202035.htm (3 of 88)6/20/2006 5:57:10 AM

Final Prospectus
request this information by writing or telephoning us at the following address: News America Incorporated,
1211 Avenue of the Americas, New York, NY 10036, Attention: Investor Relations (telephone number
(212) 852-7059).
In order to obtain timely delivery, you must request information no later than May 19, 2006, which is five
business days before the scheduled expiration of the exchange offer.

i
file:///U|/Tamara/exch%20News%20Amer%20Inc,%206.40%%20Sr%20Nts%20due%202035.htm (4 of 88)6/20/2006 5:57:10 AM

Final Prospectus
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
News Corporation is subject to the informational requirements of the Securities Exchange Act of 1934, as
amended, which we refer to as the Exchange Act, and files reports and other information with the Securities and
Exchange Commission, which we refer to as the SEC.
You may read and copy this information at the Public Reference Room of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may also obtain copies of all or any part of such material by mail from the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. For more
information about the operation of the Public Reference Room, call the SEC at 1-800-SEC-0330. The SEC also
maintains a web site that contains reports and other information about issuers who file electronically with the SEC.
The Internet address of the site is http://www.sec.gov. Some, but not all, of News Corporation's publicly filed
information is available through the SEC's web site. You may also obtain certain of these documents at News
Corporation's website at www.newscorp.com. We are not incorporating the contents of the websites of the SEC,
News Corporation or any other person into this document. We are only providing information about how you may
obtain certain documents that are incorporated into this document by reference at these websites. Reports and other
information concerning News Corporation may also be inspected at the offices of the New York Stock Exchange,
Inc. at 20 Broad Street, New York, New York 10005.
This prospectus forms part of the registration statement filed by News America Incorporated, News Corporation
and the other guarantors with the SEC under the Securities Act of 1933, as amended, which we refer to as the
Securities Act. This prospectus omits certain of the information contained in the registration statement in
accordance with the rules and regulations of the SEC.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows News Corporation to "incorporate by reference" information into this prospectus, which means
important information may be disclosed to you by referring you to another document filed separately with the SEC.
The information incorporated by reference is deemed to be part of this prospectus, except for any information
superseded by information contained directly in this prospectus. This prospectus incorporates by reference the
documents set forth below that News Corporation has previously filed with the SEC. These documents contain
important information about News Corporation and its subsidiaries and their finances.
News Corporation has filed with the SEC, pursuant to the Exchange Act, its annual report on Form 10-K, filed
September 1, 2005, quarterly reports on Form 10-Q, filed November 10, 2005 and February 9, 2006, current
reports on Form 8-K, filed July 7, 2005, July 18, 2005, August 3, 2005, August 10, 2005, August 16, 2005,
August 18, 2005, August 19, 2005, August 22, 2005, August 26, 2005, August 29, 2005, September 8, 2005,
September 8, 2005, September 23, 2005, September 26, 2005, September 27, 2005, September 28, 2005,
September 29, 2005, September 30, 2005, October 3, 2005, October 4, 2005, October 5, 2005, October 11, 2005,
October 11, 2005, October 13, 2005, October 14, 2005, October 17, 2005, October 18, 2005, October 19, 2005,
October 19, 2005, October 20, 2005, October 21, 2005, October 24, 2005, October 25, 2005, November 14, 2005,
file:///U|/Tamara/exch%20News%20Amer%20Inc,%206.40%%20Sr%20Nts%20due%202035.htm (5 of 88)6/20/2006 5:57:10 AM

Final Prospectus
November 15, 2005, November 16, 2005, November 17, 2005, November 18, 2005, November 21, 2005,
November 22, 2005, November 23, 2005, November 28, 2005, November 29, 2005 November 30, 2005,
December 1, 2005, December 2, 2005, December 5, 2005, December 6, 2005, December 7, 2005, December 8,
2005, December 9, 2005, December 12, 2005, December 13, 2005, December 14, 2005, December 15, 2005,
December 16, 2005, December 19, 2005, December 20, 2005, December 20, 2005; December 21, 2005,
December 21, 2005, December 22, 2005, December 23, 2005, December 28, 2005, December 28, 2005,
December 29, 2005, December 30, 2005, January 3, 2006, February 8, 2006, February 10, 2006, February 13,
2006, February 14, 2006, February 15, 2006, February 16, 2006, February 17, 2006, February 21, 2006,
February 22, 2006, February 23, 2006, February 24, 2006, February 27, 2006, February 28, 2006, March 1, 2006,
March 1, 2006, March 2, 2006, March 3, 2006, March 6, 2006, March 7, 2006, March 8, 2006, March 9, 2006,
March 10, 2006, March 13, 2006, March 14, 2006, March 15, 2006, March 16, 2006, March 17, 2006, March 21,
2006, March 22, 2006, March 23, 2006, March 24, 2006, March 27, 2006, March 28, 2006, March 29, 2006,

ii
file:///U|/Tamara/exch%20News%20Amer%20Inc,%206.40%%20Sr%20Nts%20due%202035.htm (6 of 88)6/20/2006 5:57:10 AM

Final Prospectus
Table of Contents
March 30, 2006, March 31, 2006, April 3, 2006, April 4, 2006, April 5, 2006, April 6, 2006, April 7, 2006,
April 10, 2006, April 13, 2006 and April 19, 2006 and Definitive Proxy Statement on Form 14A filed with the SEC
on September 8, 2005 and additional proxy materials filed on October 11, 2005.
Reports and other information filed by News Corporation with the SEC following the date hereof and prior to the
termination of the exchange offer, including News Corporation's Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K, shall be deemed to be incorporated by reference herein.
Statements contained in this document as to the contents of any contract or other document referred to in such
document are not necessarily complete and, in each instance, reference is made to the copy of such contract or
other document filed with the SEC, each such statement being qualified in all respects by such reference.
We will provide to you upon written or oral request, without charge, a copy of any and all of the information
incorporated by reference in this prospectus (excluding exhibits to such information unless such exhibits are
specifically incorporated by reference therein). Requests for copies of such information relating to News
Corporation should be directed to: News America Incorporated, 1211 Avenue of the Americas, New York,
NY 10036, Attention: Investor Relations (telephone number (212) 852-7059).

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains statements that constitute "forward-looking statements" within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included
in this prospectus that address activities, events or developments that we expect or anticipate will or may occur in
the future, or that include the words "may," "will," "would," "could," "should," "believes," "estimates," "projects,"
"plans," "intends," "anticipates," "continues," "forecasts," "designed," "goal," or the negative of those words or
other comparable words are intended to identify forward-looking statements.
These statements appear in a number of places in this prospectus and the documents incorporated by reference in
this prospectus and are based on certain assumptions and analyses made in light of our experience and perception
of historical trends, current conditions and expected future developments, as well as other factors we believe are
appropriate in the circumstances. These forward-looking statements are subject to risks, uncertainties and
assumptions about News Corporation and its subsidiaries and businesses, including the risks and uncertainties
discussed in this prospectus under the caption "Risk Factors" and elsewhere, and are not guarantees of
performance. Other important factors that could affect the future results of News Corporation and cause those
results or other outcomes to differ materially from those expressed in the forward-looking statements include:

· deterioration in worldwide economic and business conditions;

· rapidly changing technology challenging News Corporation's businesses' ability to adapt successfully;

· exposure to fluctuations in currency exchange rates;

file:///U|/Tamara/exch%20News%20Amer%20Inc,%206.40%%20Sr%20Nts%20due%202035.htm (7 of 88)6/20/2006 5:57:10 AM

Final Prospectus
· significant changes in News Corporation's assumptions about customer acceptance, overall market

penetration and competition from providers of alternative products and services;

· unexpected challenges created by legislative and regulatory developments;

· changes in News Corporation's business strategy and development plans;

· the military activity in Iraq, the outbreak or escalation of hostilities between the United States and any

foreign power or territory and changes in international political conditions as a result of these events may
continue to affect the United States and the global economy and may increase other risks; and

· other risks described from time to time in periodic reports that News Corporation file with the SEC.

iii
file:///U|/Tamara/exch%20News%20Amer%20Inc,%206.40%%20Sr%20Nts%20due%202035.htm (8 of 88)6/20/2006 5:57:10 AM

Final Prospectus
Table of Contents
Because the above factors could cause actual results or outcomes to differ materially from those expressed in any
forward-looking statement made by News Corporation, you should not place undue reliance on any forward-
looking statement. Further, any forward-looking statement speaks only as of the date on which it is made. News
Corporation does not ordinarily make projections of their future operating results and undertakes no obligation to
publicly update or revise any forward-looking statement, except as required by law. Readers should carefully
review the other documents filed by News Corporation with the SEC.
THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL NEWS AMERICA
INCORPORATED ACCEPT SURRENDERS OF ORIGINAL NOTES FOR EXCHANGE FROM,
HOLDERS IN ANY JURISDICTION IN WHICH THE EXCHANGE OFFER OR THE ACCEPTANCE
THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES OR BLUE SKY LAWS OF
SUCH JURISDICTION.

iv
file:///U|/Tamara/exch%20News%20Amer%20Inc,%206.40%%20Sr%20Nts%20due%202035.htm (9 of 88)6/20/2006 5:57:10 AM

Final Prospectus
Table of Contents
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed information included elsewhere or
incorporated by reference in this prospectus. Because this is a summary, it may not contain all the information that
may be important to you. You should read the entire prospectus, as well as the information incorporated by
reference, before making an investment decision. When used in this prospectus, the terms "News America," "the
Company," "we," "our" and "us" refer to News America Incorporated and its consolidated subsidiaries, "News
Corporation" refers to News Corporation and its consolidated subsidiaries, in each case, unless otherwise
specified.

NEWS AMERICA AND NEWS CORPORATION
News America
News America, a wholly owned subsidiary of News Corporation, is an operating company and holding company,
which, together with its subsidiaries, operates in a number of industry segments, including magazines and inserts,
newspapers and book publishing.
News Corporation
News Corporation is a diversified entertainment company, which manages and reports its business in eight
segments:

· Filmed Entertainment, which principally consists of the production and acquisition of live-action and

animated motion pictures for distribution and licensing in all formats in all entertainment media
worldwide, and the production of original television programming in the United States and Canada.

· Television, which principally consists of the operation of 35 full power broadcast television stations,
including nine duopolies, in the United States (of these stations, 25 are affiliated with the FOX network,

nine are affiliated with the UPN network until September 2006 and one is an independent station); the
broadcasting of network programming in the United States; and the development, production and
broadcasting of television programming in Asia.

· Cable Network Programming, which principally consists of the production and licensing of

programming distributed through cable television systems and direct broadcast satellite ("DBS") operators
in the United States.

· Direct Broadcast Satellite Television, which principally consists of the distribution of premium

programming services via satellite directly to subscribers in Italy.

file:///U|/Tamara/exch%20News%20Amer%20Inc,%206.40%%20Sr%20Nts%20due%202035.htm (10 of 88)6/20/2006 5:57:10 AM

Document Outline

Local Disk
- #1">Final Prospectus