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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. _________) /1/
Juno Online Services, Inc.
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(Name of Issuer)
Common Stock, par value, $.01 per share
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(Title of Class of Securities)
482048 10 5
---------------
(CUSIP Number)
May 25, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
_ Rule 13d-1(b)
_ Rule 13d-1(c)
x Rule 13d-1(d)
-
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/1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this coverage page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 482048 10 5 13G Page 2 of 11 Pages
1 Name of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Persons
The News Corporation Limited
2 Check the Appropriate Box if a Member of a Group (a) [_]
(b) [_]
3 SEC Use Only
4 Citizenship or Place of Organization
South Australia, Australia
Number of 5 Sole Voting Power
Shares 3,135,208/1/
Beneficially 6 Shared Voting Power
Owned by 0
Each 7 Sole Dispositive Power
Reporting 3,135,208/1/
Person with 8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,135,208/1/
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares _
11 Percent of Class Represented by Amount in Row 9
9.0%
12 Type of Reporting Person
CO
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/1/ See Item 4.
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CUSIP NO. 482048 10 5 13G Page 3 of 11 Pages
1 Name of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Persons
News America Incorporated
2 Check the Appropriate Box if a Member of a Group (a) [_]
(b) [_]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
Number of 5 Sole Voting Power
Shares 3,135,208/1/
Beneficially 6 Shared Voting Power
Owned by 0
Each 7 Sole Dispositive Power
Reporting 3,135,208/1/
Person with 8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,135,208/1/
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares _
11 Percent of Class Represented by Amount in Row 9
9.0%
12 Type of Reporting Person
CO
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/1/ See Item 4.
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CUSIP NO. 482048 10 5 13G Page 4 of 11 Pages
1 Name of Reporting Persons/S.S. I.R.S. Identification Nos. of Above Persons
K. Rupert Murdoch
2 Check the Appropriate Box if a Member of a Group (a) [_]
(b) [_]
3 SEC Use Only
4 Citizenship or Place of Organization
United States
Number of 5 Sole Voting Power
Shares 3,135,208/1/
Beneficially 6 Shared Voting Power
Owned by 0
Each 7 Sole Dispositive Power
Reporting 3,135,208/1/
Person with 8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,135,208/1/
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares _
11 Percent of Class Represented by Amount in Row 9
9.0%
12 Type of Reporting Person
IN
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/1/ See Item 4.
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CUSIP NO. 482048 10 5 13G Page 5 of 11 Pages
Item 1(a). Name of Issuer:
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Juno Online Services, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
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1540 Broadway
New York, NY 10036
Item 2(a). Name of Person Filing:
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The News Corporation Limited
News America Incorporated
K. Rupert Murdoch
The Joint Filing Agreement of the Reporting Persons is attached
hereto as Exhibit 1.
Item 2(b). Address of Principal Office, or if None, Residence:
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The News Corporation Limited ("News Corporation")
2 Holt Street, Sydney
New South Wales 2010, Australia
News America Incorporated ("NAI")
1211 Avenue of the Americas
New York, New York 10036
Mr. K. Rupert Murdoch
1211 Avenue of the Americas
New York, NY 10036
Item 2(c). Citizenship or Place of Incorporation for each Reporting Person:
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News Corporation is a corporation incorporated under the laws of
and registered in the State of South Australia, in the
Commonwealth of Australia.
NAI is incorporated under the laws of Delaware.
Mr. Murdoch is a United States citizen.
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CUSIP NO. 482048 10 5 13G Page 6 of 11 Pages
Item 2(d). Title of Class of Securities:
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Common Stock, par value $.01 per share
Item 2(e). CUSIP Number:
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482048 10 5
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b)
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or (c), Check Whether the Person Filing is a:
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(a) _ Broker or dealer registered under Section 15 of the Exchange
Act.
(b) _ Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) _ Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) _ Investment company registered under Section 8 of the
Investment Company Act.
(e) _ An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) _ An employee benefit plan or endowment fund n accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) _ A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) _ A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) _ A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) _ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. _
Item 4. Ownership:
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The following information is as of December 31, 1999:
(a) Amount Beneficially Owned: 3,135,208
(b) Percent of Class: 9.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 3,135,208
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition
of: 3,135,208
(iv) shared power to dispose or to direct the
disposition of: 0
NAI is the direct beneficial owner of the shares of the Issuer's
Common Stock reported herein. As News Corporation owns NAI
through certain intermediaries, News Corporation may be deemed to
own beneficially the shares of the Issuer's Common Stock reported
herein.
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CUSIP NO. 482048 10 5 13G Page 7 of 11 Pages
Approximately 30% of the voting stock of News Corporation is owned by
(i) Mr. Murdoch and members of his family, (ii) (A) Cruden Investments
Pty. Limited, which is a private Australian investment company owned
by Mr. Murdoch, members of his family and various corporations and
trusts, the beneficiaries of which include Mr. Murdoch, members of his
family and charities, and (B) a subsidiary of Cruden; and (iii) a
corporation which is controlled by trustees of settlements and trusts
set up for the benefit of the Murdoch family, certain charities and
other persons. By virtue of the shares of News Corporation owned by
such persons and entities, and Mr. Murdoch's positions as Chairman and
Chief Executive of News Corporation, Mr. Murdoch may be deemed to
control the operations of News Corporation.
Item 5. Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class securities, check the following
[ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
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Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent Holding Company:
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Not Applicable.
Item 8. Identification and Classification of Members of a Group:
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Not Applicable.
Item 9. Notice of Dissolution of Group:
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Not Applicable.
Item 10. Certification:
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Not Applicable.
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CUSIP NO. 482048 10 5 13G Page 8 of 11 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 11, 2000
THE NEWS CORPORATION LIMITED
By: /s/ Arthur M. Siskind
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Name: Arthur M. Siskind
Title: Director
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CUSIP NO. 482048 10 5 13G Page 9 of 11 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 11, 2000
NEWS AMERICA INCORPORATED
By: /s/ Arthur M. Siskind
---------------------------------
Name: Arthur M. Siskind
Title: Director
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CUSIP NO. 482048 10 5 13G Page 10 of 11 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 11, 2000
/s/ K. Rupert Murdoch
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K. Rupert Murdoch
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CUSIP NO. 482048 10 5 13G Page 11 of 11 Pages
Exhibit 1
JOINT FILING AGREEMENT
The News Corporation Limited, News America Incorporated and K. Rupert
Murdoch (the "Reporting Persons") hereby agree to file jointly the Schedule 13G
to which this Joint Filing agreement is attached and any amendments thereto, as
permitted by Rule 13d-1 promulgated under the Securities Exchange Act of 1934,
as amended. Each of the Reporting Persons agrees that the information set forth
in such Schedule 13G and any amendments thereto with respect to that Reporting
Person will be true, complete and correct as of the date of that Schedule 13G or
that amendment, to the best of that Reporting Person's knowledge and belief,
after reasonable inquiry. Each of the Reporting Persons makes no representations
as to the accuracy or adequacy of the information set forth in the Schedule 13G
or any amendments thereto with respect to any other Reporting Person. Each of
the Reporting Persons shall notify the other Reporting Persons promptly if any
of the information set forth in the Schedule 13G or any amendments thereto
becomes inaccurate in any material respect or if that person learns of
information which would require an amendment to the Schedule 13G.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing
Agreement as of the 11th day of February, 2000.
THE NEWS CORPORATION LIMITED
By: /s/ Arthur M. Siskind
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Name: Arthur M. Siskind
Title: Director
NEWS AMERICA INCORPORATED
By: /s/ Arthur M. Siskind
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Name: Arthur M. Siskind
Title: Director
/s/ K. Rupert Murdoch
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K. Rupert Murdoch
