<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 10, 1998
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
FOX ENTERTAINMENT GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------
<TABLE>
<C> <S> <C>
DELAWARE 4833 95-4066193
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD (I.R.S. EMPLOYER
OF INCORPORATION OR INDUSTRIAL IDENTIFICATION NO.)
ORGANIZATION) CLASSIFICATION CODE
NUMBER)
1211 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 852-7111
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
----------------
ARTHUR M. SISKIND, ESQ.
SENIOR EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
FOX ENTERTAINMENT GROUP, INC.
1211 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 852-7111
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
<TABLE>
<S> <C>
JEFFREY W. RUBIN, ESQ. VINCENT J. PISANO, ESQ.
STEPHEN H. KAY, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
SQUADRON, ELLENOFF, PLESENT & 919 THIRD AVENUE
SHEINFELD, LLP NEW YORK, NEW YORK 10022
551 FIFTH AVENUE (212) 735-3000
NEW YORK, NEW YORK 10176
(212) 661-6500
</TABLE>
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-61515
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE REGISTRATION FEE
- --------------------------------------------------------------------------------
<S> <C> <C>
Class A Common Stock, par value
$.01 per share.................... $468,000,000 $130,104
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-1,
FILE NO. 333-61515
Fox Entertainment Group, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement on Form S-1 in its entirety the
Registration Statement on Form S-1, as amended (File No. 333-61515), declared
effective on November 9, 1998 by the Securities and Exchange Commission (the
"Commission"), including each of the documents filed by the Company with the
Commission and incorporated or deemed to be incorporated by reference therein.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW
YORK, ON NOVEMBER 10, 1998.
Fox Entertainment Group, Inc.
/s/ Arthur M. Siskind
By: _________________________________
ARTHUR M. SISKIND
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES STATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman and Chief Executive November 10, 1998
____________________________________ Officer (Principal
K. RUPERT MURDOCH Executive Officer) and
Director
* Chief Financial Officer November 10, 1998
____________________________________ (Principal Financial and
DAVID F. DEVOE Accounting Officer) and
Director
/s/ Arthur M. Siskind Director November 10, 1998
____________________________________
ARTHUR M. SISKIND
* Director November 10, 1998
____________________________________
PETER CHERNIN
* Director November 10, 1998
____________________________________
CHASE CAREY
</TABLE>
/s/ Arthur M. Siskind
*By: __________________________
AS ATTORNEY-IN-FACT
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
5.1 Opinion of Squadron, Ellenoff, Plesent & Sheinfeld, LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Squadron, Ellenoff, Plesent & Sheinfeld, LLP (contained
in Opinion filed as
Exhibit 5.1)
*24.1 Power of Attorney
99 Officers Certificate
</TABLE>
- --------
*Incorporated herein by reference to the Company's Registration Statement of
Form S-1, as amended, File No. 333-61515.
<PAGE>
[LETTERHEAD OF SQUADRON, ELLENOFF, PLESENT & SHEINFIELD, LLP]
Exhibit 5.1
November 10, 1998
Fox Entertainment Group, Inc.
1211 Avenue of the Americas
New York, New York 10036
Ladies and Gentlemen:
You have requested our opinion, as counsel for Fox Entertainment Group,
Inc., a Delaware corporation (the "Company"), in connection with the
registration statement on Form S-1 (the "Abbreviated Registration Statement")
under the Securities Act of 1933, as amended (the "Act"), for the registration
of 27,300,000 shares of Class A Common Stock, par value $.01 per share, of the
Company (the "Class A Common Stock"). The Abbreviated Registration Statement
relates to the same class of securities registered pursuant to the Company's
Registration Statement on Form S-1 (File No. 333-61515) declared effective on
November 9, 1998 (the "Initial Registration Statement").
The Abbreviated Registration Statement, together with the Initial
Registration Statement, relates to an offering of up to 124,800,000 shares of
Class A Common Stock, all of which are being sold by the Company.
We have examined such records and documents and made such examinations of
law as we have deemed relevant in connection with this opinion. It is our
opinion that, when there has been compliance with the Act and the applicable
state securities laws, the shares of Common Stock to be sold by the Company,
when issued, delivered, and paid for in the manner described in the forms of
Purchase Agreement filed as Exhibits 1.1 and 1.2 to the Initial Registration
Statement, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Abbreviated Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the Initial Registration Statement. In so doing, we
do not admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules or regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Squadron, Ellenoff, Plesent &
Sheinfeld, LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated August 6, 1998
(except with respect to the items referred to in Note 15, as to which the date
is November 6, 1998) included in the Company's Registration Statement on Form
S-1 (Registration No. 333-61515) and to all references to our Firm included in
or made a part of this registration statement.
ARTHUR ANDERSEN LLP
Los Angeles, California
November 10, 1998
<PAGE>
EXHIBIT 23.2
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-1 No. 333-61515) and related Prospectus of Fox
Entertainment Group, Inc. and to the incorporation by reference in this
Registration Statement (Form S-1) of Fox Entertainment Group, Inc. of our
report dated March 13, 1997 with respect to the consolidated financial
statements of NWCG Holdings Corporation included in the Registration Statement
(Form S-1 No. 333-61515) of Fox Entertainment Group, Inc.
Ernst & Young LLP
Atlanta, Georgia
November 10, 1998
<PAGE>
OFFICER'S CERTIFICATE
THE UNDERSIGNED, Arthur M. Siskind, the duly elected Senior Executive Vice
President and General Counsel of Fox Entertainment Group, Inc., a Delaware
corporation (the "Registrant"), does hereby certify as follows:
(i) The Registrant has instructed its bank to transmit to the Securities
and Exchange Commission (the "Commission") $130,104, representing the
registration filing fee, by wire transfer of such amount from the
Registrant's account to the Commission's account at Mellon Bank as soon as
practicable but no later than the close of business November 12, 1998;
(ii) The Registrant will confirm the bank's receipt of such instructions
during regular business hours on November 12, 1998;
(iii) The Registrant will not revoke such instructions;
(iv) The Registrant has sufficient funds in the Registrant's account to
cover the amount of the filing fee.
IN WITNESS WHEREOF, I have executed this Certificate this 10th day of
November 1998.
/s/ Arthur M. Siskind
_____________________________________
Senior Executive Vice President and
General Counsel
