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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
December 7, 1999
FOX ENTERTAINMENT GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-14595 95-457754
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) No.)
1211 Avenue of the Americas
New York, New York 10036
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(Address of principal executive offices)
Registrant's Telephone Number, including
area code: (212) 852-7111
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(Former Address, if changed since last report)
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Item 5. Other Events.
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The News Corporation Limited ("TNCL"), the majority stockholder of Fox
Entertainment Group, Inc. (the "Company"), announced on December 7, 1999, that
TNCL and Healtheon/WebMD had agreed to enter into a series of related
transactions. The Company will, directly or indirectly, participate in certain
of these transactions.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
December 8, 1999.
FOX ENTERTAINMENT GROUP, INC.
By: /s/ Lawrence A. Jacobs
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Name: Lawrence A. Jacobs
Title: Secretary
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INDEX TO EXHIBITS
Exhibit Description
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(99) Statement by The News Corporation Limited, the majority
stockholder of the Company.
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EXHIBIT 99
News Corporation and Healtheon/WebMD
Form $1 Billion Plus Exclusive Global Partnership
News Corporation (NYSE: NWS, NWS/A), one of the world's largest media companies,
and Healtheon/WebMD (Nasdaq: HLTH), the first end-to-end Internet healthcare
company connecting physicians and consumers to the entire healthcare industry,
today announced an exclusive global partnership in unique programming,
integrated marketing opportunities, equity and assets.
News Corporation will be a 10.8% minority stakeholder in Healtheon/WebMD. The
financial terms of the partnership include $700 million in branding services
($400 million domestically and $300 million internationally) provided by News
Corporation over 10 years; $100 million purchase of Healtheon/WebMD stock at $50
per share, a $100 million cash investment by News Corporation in an
international joint venture; a $62.5 million five-year licensing agreement for
syndication of WebMD daily broadcast content; the transfer to Healtheon/WebMD of
a 50% interest in The Health Network, a health-focused cable network, and 100%
ownership of thehealthnetwork.com. All shares, excluding the cash investment,
will be restricted in certain respects for a period of up to three years.
The strategic partnership between News Corporation and Healtheon/WebMD will
converge the two companies' highly complementary assets to focus on healthcare,
the largest vertical market in the world. It creates the opportunity to offer
unsurpassed comprehensive reach for integrated programming and cross-promotion
on a global scale.
Designed to create the dominant brand in healthcare information trusted by
consumers, physicians and the healthcare industry, this partnership makes it
possible to create and distribute health information worldwide with cross-
promoted programming through integrated media vehicles including broadcast,
cable, print, online, physician's office and in-store.
Partnership Creates Unique Benefits to Consumers, Advertisers and Healthcare
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Partners
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Under the terms of the agreement, News Corporation and Healtheon/WebMD will
leverage each company's unique assets to:
. develop, distribute and promote worldwide healthcare programming leveraging
News Corporation's global reach
. jointly own and run The Health Network, a health-focused cable network
. offer a single, global, comprehensive source for healthcare commerce and
content needs to both consumers and advertisers and
. launch Healtheon/WebMD International, an international multimedia joint
venture, to address the international market for Healtheon/WebMD's products
and services.
Partnership to Accelerate International Growth
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News Corporation and Healtheon/WebMD are also leveraging synergies to accelerate
global distribution of Healtheon/WebMD's products and services through the
creation of Healtheon/WebMD International, a new, affiliated international joint
venture. Aiming to replicate what Healtheon/WebMD have accomplished in the U.S.
market, the new joint venture will leverage News Corporation's unmatched global
footprint, along with its $100 million cash investment and the $300 million
branding services it will provide.
Companies Will Produce Unique Programming and Jointly Run The Health Network
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Tapping into its newsroom of more than 100 full-time medical experts,
Healtheon/WebMD will provide health-related content across all News Corporation
properties, such as Fox Broadcasting, The New York Post, and FoxSports.com. New
broadcast, print and physician office programming initiatives may include:
. A 30-minute show focused on healthcare
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. A "Sports Injury Report" sponsored by Healtheon/WebMD, during football games
. A quarterly celebrity campaign - in which on-air personalities help raise
awareness of select health issues
. Local "Medical Minutes" working in conjunction with local physicians and
hospitals to air during the nightly evening news on News Corporation's owned
and operated affiliate stations
. An "Ask WebMD" column focused on health issues
. A WebMD-branded health guide offered in medical offices to help patients
understand their health and access information
. Exclusive health and wellness content on all News Corporation Internet
properties
Fox's Health Network with approximately 14 million subscribers will now be
jointly run by Healtheon/WebMD and News Corporation. Each company will focus on
its core competencies - News Corporation will run and manage the network and
expand its subscription base, and Healtheon/WebMD will build on its broad base
of content and partnerships to strengthen the network's programming. The
companies plan to leverage the immediacy and interactivity of online to
ultimately enhance cable television programming. Select new programming will be
piloted on www.webmd.com, enabling News Corporation to capture and gauge
reaction and to revise and enhance its programming before unveiling it on The
Health Network.
Partnership Offers Most Comprehensive Source and Reach of Healthcare Content
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News Corporation and Healtheon/WebMD will immediately capitalize on
opportunities to promote each other's combined resources. By offering
consistent information on-line, in-store, on TV, in print and in the doctor's
office, the partnership creates a seamless environment for consumers and affords
them access to a global, single source of healthcare content and commerce needs.
Healthcare stories and www.webmd.com programs aired on News Corporation stations
or appearing in News Corporation publications will direct viewers to webmd.com
for follow-up information. Healtheon/WebMD's exposure on all News Corporation's
media outlets benefits advertisers and partners by increasing traffic to the
site and increasing revenue through partner programs.
About News Corporation
News Corporation has total assets as of June 30, 1999 of approximately US$36
billion and total annual revenues of approximately US$14 billion. News
Corporation's diversified global operations in the United States, Canada, the
United Kingdom, Australia, Latin America and the Pacific Basin include the
production and distribution of motion pictures and television programming;
television, satellite and cable broadcasting; the publication of newspapers,
magazines, books; the production and distribution of promotional and advertising
products and services; the development of digital broadcasting; the development
of conditional access and subscriber management systems; and the creation and
distribution of popular on-line programming. For more information, visit
http://www.newscorp.com.
About Healtheon/WebMD
Healtheon/WebMD (Nasdaq: HLTH) is the first end-to-end Internet healthcare
company connecting physicians and consumers to the entire healthcare industry.
Healtheon/WebMD is using the Internet to facilitate a new system for the
delivery of healthcare, resulting in a single, secure environment for all
communications and transactions that will enable a more efficient and cost
effective healthcare system. With corporate headquarters in Atlanta and
technology headquarters in Silicon Valley, the company was formed in November
1999 as a result of the merger of Healtheon Corporation, WebMD, Inc., MEDE
America and Medcast. For more information, visit http://www.webmd.com.
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Other than historical information set forth herein, this announcement contains
forward-looking statements that involve risks and uncertainties, including those
relating to the ability of Healtheon/WebMD's services to decrease costs and
improve patient care. Actual results could be materially different from those
discussed in
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this announcement. Factors that could cause actual results to differ include,
among others: Healtheon/WebMD's limited operating history, continued growth in
the use of the Internet and acceptance of the Internet as a secure medium over
which to conduct transactions. Additional risks associated with
Healtheon/WebMD's business can be found in its recent Registration Statement on
Form S-4 and other periodic filings with the SEC.
