<PAGE>
SCHEDULE 14A
Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for use of the Commission only (as permitted by Rule 14a-6
(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Under Rule 14a-12
Fox Entertainment Group, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with the preliminary materials:
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[LOGO OF FOX ENTERTAINMENT GROUP, INC.
FOX ENTERTAINMENT
GROUP] Notice of Annual Meeting of Stockholders
To the Stockholders of Fox Entertainment Group, Inc.:
The Annual Meeting of Stockholders of Fox Entertainment Group, Inc. (the
"Company") will be held at the Citibank Auditorium, 399 Park Avenue, 12th
Floor, New York, New York, at 10:00 a.m., local time, on November 15, 2000, for
the following purposes:
1. To elect the Board of Directors for the ensuing year.
2. To ratify the appointment of Arthur Andersen LLP as independent public
accountants for the Company for the fiscal year ending June 30, 2001.
3. To transact such other business as may properly come before the meeting.
All stockholders are invited to attend the meeting. Stockholders of record
at the close of business on October 6, 2000, the record date fixed by the Board
of Directors, are entitled to notice of, and to vote at, the meeting. A
complete list of stockholders entitled to notice of, and to vote at, the
meeting will be open to examination by the stockholders beginning ten days
prior to the meeting for any purpose germane to the meeting during normal
business hours at the office of the Secretary of the Company at 1211 Avenue of
the Americas, New York, New York 10036.
Whether or not you intend to be present at the meeting, please sign and date
the enclosed proxy and return it in the enclosed envelope. Returning a proxy
will not deprive you of your right to attend the annual meeting and vote your
shares in person.
By Order of the Board of Directors
/s/ Lawrence A. Jacobs
Lawrence A. Jacobs
Secretary
New York, New York
October 12, 2000
<PAGE>
FOX ENTERTAINMENT GROUP, INC.
1211 Avenue of the Americas
New York, New York 10036
(212) 852-7111
---------------------
PROXY STATEMENT
---------------------
The accompanying proxy is solicited by the Board of Directors of Fox
Entertainment Group, Inc. (the "Company") for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held at 10:00 a.m., local time, on
November 15, 2000, at the Citibank Auditorium, 399 Park Avenue, 12th Floor,
New York, New York, and any adjournment thereof.
This proxy statement and accompanying proxy card are being mailed to
stockholders of the Company commencing on or about October 12, 2000.
VOTING SECURITIES; PROXIES
The Company has two classes of common stock, Class A common stock ("Class A
Common Stock") and Class B common stock ("Class B Common Stock", and together
with the Class A Common Stock, the "Common Stock"). Holders of Class A Common
Stock are entitled to one vote per share, and holders of Class B Common Stock
are entitled to ten votes per share, on all matters to be voted on by
stockholders. A majority of all of the shares of stock entitled to vote at the
meeting, present in person or represented by proxy, shall constitute a quorum
at the Annual Meeting. A plurality of the votes cast, present in person or
represented by proxy at the Annual Meeting, is required for election of the
nominees as directors. Holders of shares of Class A Common Stock and Class B
Common Stock are not entitled to cumulate their votes in the election of
directors. In all matters other than the election of directors, a majority of
the votes cast by holders of shares of Class A Common Stock and Class B Common
Stock present in person or represented by proxy at the Annual Meeting, and
entitled to vote, is required. An inspector of election appointed for the
meeting shall determine whether a quorum is present and determine the number
of votes cast by holders of Common Stock for all matters.
The form of proxy solicited by the Board of Directors affords stockholders
the ability to specify a choice among approval of, disapproval of, or
abstention with respect to each matter to be acted upon at the Annual Meeting.
Shares of Class A Common Stock and Class B Common Stock, represented by the
proxy, will be voted, except as to matters with respect to which authority to
vote is specifically withheld. Where the solicited stockholder indicates a
choice on the form of proxy with respect to any matter to be acted upon, the
shares will be voted as specified. Abstentions and broker non-votes will not
effect the outcome of the election of directors or the ratification of the
appointment of the independent public accountants. With respect to all other
matters to be voted on by stockholders at the Annual Meeting, abstentions will
have the same effect as "no" votes, and broker non-votes will have no effect
on the outcome of the vote.
All shares of Class A Common Stock and Class B Common Stock, represented by
properly executed proxies which are returned and not revoked, will be voted in
accordance with the instructions, if any, given therein. If no instructions
are provided in a proxy, the shares of Class A Common Stock and Class B Common
Stock represented by such proxy will be voted FOR the Board's nominees for
director, and FOR the ratification of the appointment of Arthur Andersen LLP
and in accordance with the proxy-holder's best judgment as to any other
matters raised at the Annual Meeting.
A stockholder who has given a proxy may revoke it at any time prior to its
exercise by giving written notice of such revocation to the Secretary of the
Company, executing and delivering to the Company a later dated proxy
reflecting contrary instructions or appearing at the Annual Meeting and taking
appropriate steps to vote in person.
<PAGE>
At the close of business on October 6, 2000, 176,559,834 shares of Class A
Common Stock and 547,500,000 shares of Class B Common Stock were outstanding
and eligible for voting at the meeting. Only stockholders of record at the
close of business on October 6, 2000 are entitled to notice of, and to vote
at, the meeting.
As of October 6, 2000, FEG Holdings, Inc., an indirect wholly-owned
subsidiary of The News Corporation Limited ("News Corporation"), owned
51,759,834 shares of Class A Common Stock and 547,500,000 shares of Class B
Common Stock of the Company, representing in the aggregate 82.76% of the
equity and 97.8% of the voting power of the Company.
FEG Holdings, Inc. has advised the Company that it intends to vote all of
its shares of Class A Common Stock and Class B Common Stock in favor of the
election of the nominated directors and the ratification of the appointment of
the independent public accountants. Such action by FEG Holdings, Inc. will be
sufficient to elect such directors and ratify the appointment of the
independent public accountants without any action on the part of any other
holder of Common Stock.
The Company will bear the cost of solicitation of proxies. In addition to
the solicitation of proxies by mail, certain officers and employees of the
Company, without additional remuneration, may also solicit proxies personally,
by facsimile and by telephone. In addition to mailing copies of this material
to stockholders, the Company may request persons, and reimburse them for their
expenses in connection therewith, who hold stock in their names or custody or
in the names of nominees for others, to forward such material to those persons
for whom they hold stock of the Company and to request their authority for
execution of the proxies.
PROPOSAL 1
ELECTION OF DIRECTORS
The bylaws of the Company provide that each director serves from the date
of election until the next annual meeting of stockholders and until his
successor is elected and qualified. The specific number of directors is set by
a resolution adopted by a majority of the entire Board of Directors. The
number of directors is currently fixed at seven. Proxies cannot be voted for a
greater number of persons than the number of nominees named.
The persons named in the accompanying proxy intend to vote for the election
of the nominees listed herein as directors. Each nominee has consented to
serve if elected. The Board of Directors has no reason to believe that any
nominee will not serve if elected, but if any of them should become
unavailable to serve as a director, and if the Board of Directors designates a
substitute nominee or nominees, the persons named as proxies will vote for the
substitute nominee or nominees designated by the Board of Directors.
The following table sets forth certain information with respect to the
individuals nominated and recommended to be elected by the Board of Directors
of the Company and is based on the records of the Company and information
furnished to it by such persons. Reference is made to "Security Ownership of
Certain Beneficial Owners and Management" for information pertaining to stock
ownership by the nominees.
<TABLE>
<CAPTION>
Name of Nominee Age Position
--------------- --- --------
<S> <C> <C>
K. Rupert Murdoch....... 69 Chairman and Chief Executive Officer
Peter Chernin........... 49 President, Chief Operating Officer
Chase Carey............. 46 Co-Chief Operating Officer
David F. DeVoe.......... 53 Senior Executive Vice President, Chief Financial Officer
Arthur M. Siskind....... 61 Senior Executive Vice President, General Counsel
Christos M. Cotsakos.... 52 Director
Laura D'Andrea Tyson.... 54 Director
</TABLE>
2
<PAGE>
Biographical Information
K. Rupert Murdoch has been a Director of the Company since 1985, Chairman
since 1992 and Chief Executive Officer of the Company since 1995. Mr. Murdoch
has been Chairman of the Board of Directors of News Corporation since 1991,
and Director and Chief Executive of News Corporation since its formation in
1979. Mr. Murdoch has served as a Director of News Limited, News Corporation's
principal subsidiary in Australia, since 1953, a Director of News
International plc, News Corporation's principal subsidiary in the United
Kingdom, since 1969, and a Director of News America Incorporated, News
Corporation's principal subsidiary in the United States ("NAI"), since 1973.
Mr. Murdoch has served as a Director of STAR TV since 1993 and Chairman from
1993 to 1998, as a Director of British Sky Broadcasting Group plc ("BSkyB")
since 1990 and Chairman since June 1999, as a Director of Sky Global Networks,
Inc. ("SGN") since 1998 and Chairman since June 2000, and as a Director of Fox
Family Worldwide ("FFW") since 1996. Mr. Murdoch is also a member of the board
of directors of Philip Morris Companies, Inc.
Peter Chernin has been a Director and President and Chief Operating Officer
of the Company since 1998. Mr. Chernin has been a Director, President and
Chief Operating Officer of News Corporation and a Director, Chairman and Chief
Executive Officer of NAI, since 1996. Mr. Chernin was Chairman and Chief
Executive Officer of Fox Filmed Entertainment from 1994 until 1996, Chairman
of Twentieth Century Fox Film Corporation from 1992 until 1994 and President
of Fox Broadcasting Company ("FOX") from 1989 until 1992. Mr. Chernin served
as a Director of TV Guide, Inc. from 1999 until July 2000 and has been a
Director of SGN since June 2000. Mr. Chernin has served on the Advisory Board
of PUMA AG since 1999, as a Director of Tickets.com, Inc. since 1999, and as a
Director of E*TRADE Group, Inc. since 1999.
Chase Carey has been a Director of the Company since 1992 and Co-Chief
Operating Officer of the Company since 1998. Mr. Carey has served as the
Chairman and Chief Executive Officer of Fox Television since 1994. Mr. Carey
has been a Director and Co-Chief Operating Officer of News Corporation since
1996, a Director of NAI since 1996, President and Chief Operating Officer of
NAI since 1998 and Executive Vice President of NAI from 1996 to 1998. Mr.
Carey has been a Director, President and Chief Executive Officer of SGN since
June 2000. Mr. Carey was President of the Company from 1995 to 1998, Executive
Vice President and Chief Operating Officer from 1991 to 1995 and Senior Vice
President from 1988 to 1991. Mr. Carey served as a Director of TV Guide, Inc.
from 1999 to July 2000 and has served as a Director of Gemstar-TV Guide
International, Inc. since July 2000. Mr. Carey has been a Director of STAR TV
since 1993, a Director of NDS Group plc since 1998 and a Director of FFW since
1996. Mr. Carey also serves on the board of directors of Gateway 2000 and
Colgate University.
David F. DeVoe has been a Director of the Company since 1991 and Senior
Executive Vice President and Chief Financial Officer of the Company since
1998. Mr. DeVoe has been a Director, Chief Financial Officer and Finance
Director of News Corporation since 1990 and Senior Executive Vice President of
News Corporation since 1996. Mr. DeVoe was an Executive Vice President of News
Corporation from 1990 until 1996. Mr. DeVoe has been a Director of NAI since
1991 and a Senior Executive Vice President since January 1998. Mr. DeVoe
served as Executive Vice President of NAI from 1991 to 1998. Mr. DeVoe has
been a Director of SGN since 1998, NDS Group plc since 1996, STAR TV since
1993 and BSkyB since 1994.
Arthur M. Siskind has been a Director and Senior Executive Vice President
and General Counsel of the Company since 1998. Mr. Siskind has been a Director
and Group General Counsel of News Corporation since 1991 and a Senior
Executive Vice President of News Corporation since 1996. Mr. Siskind served as
Executive Vice President of News Corporation from 1991 until 1996. Mr. Siskind
has been a Director of NAI since 1991 and a Senior Executive Vice President
since 1998. Mr. Siskind served as an Executive Vice President of NAI from 1991
to 1998. Mr. Siskind has been a Director of SGN since 1998, NDS Group plc
since 1996, STAR TV since 1993 and BSkyB since 1992. Mr. Siskind has been a
member of the Bar of the State of New York since 1962.
3
<PAGE>
Christos M. Cotsakos has been a Director of the Company since May 1999. Mr.
Cotsakos has been President, Chief Executive Officer and a Director of E*TRADE
Group, Inc. since March 1996 and Chairman of its board of directors since
December 1998. Prior to joining E*TRADE Group, Inc., he served as President,
Co-Chief Executive Officer, Chief Operating Officer and a director of A.C.
Nielsen, Inc. from March 1995 to January 1996, as President and Chief
Executive Officer of Nielsen International from September 1993 to March 1995,
and as President and Chief Operating Officer of Nielsen Europe, Middle East
and Africa from March 1992 to September 1993. Mr. Cotsakos serves as a
director of several technology companies in both the public and private
sectors including Digital Island, Inc., Critical Path Software Incorporated,
Official Payments Corporation, Webvan Group, Inc. and PlanetRx.com, Inc.
Laura D'Andrea Tyson has served as a Director of the Company since May
1999. Dr. Tyson has been the Dean of the Haas School of Business
Administration at the University of California at Berkeley since July 1998.
She holds the Class of 1939 Chair in Economics and Business Administration at
the Haas School of Business. Dr. Tyson served as National Economic Adviser to
the President of the United States from February 1995 to December 1996 and as
Chair of the White House Council of Economic Advisers from 1993 to 1995. She
also served as a member of the President's National Security Council and
Domestic Policy Council. Dr. Tyson is also a director of Eastman Kodak
Company, Exodus Communications, Inc., Human Genome Sciences, Inc., Morgan
Stanley, Dean Witter & Co., SBC Communications Inc. and VIASense, Inc.
The Board of Directors recommends that you vote in favor of the election of
each of the nominees named above for election to the Board of Directors.
Committees of the Board--Board Meetings
The Company's Board of Directors held four meetings during the fiscal year
ended June 30, 2000. Directors who are employees of the Company do not receive
any compensation for their services as Directors or members of committees of
the Board of Directors. Directors who are not employees of the Company are
compensated for their services as Directors by an annual retainer of $30,000
and $1,000 for attendance at each Board meeting and each meeting of the
committee of the Board on which they serve. All Directors are reimbursed for
their reasonable expenses incurred in attending meetings of the Board of
Directors.
The Board has established an audit and a remuneration committee to assist
it in the discharge of its responsibilities. The principal responsibilities of
each committee and the members of each committee are described in the
succeeding paragraphs. Actions taken by any committee of the Board are
reported to the Board of Directors, usually at its next meeting or by written
report.
The Audit Committee of the Board of Directors currently consists of
Christos M. Cotsakos and Laura D'Andrea Tyson. The Audit Committee held one
meeting during the fiscal year ended June 30, 2000, which was attended by both
of its members. The function of the Audit Committee is to assist the Board in
fulfilling its oversight responsibilities. The primary duties and
responsibilities of the Audit Committee are: to review the financial reports
and other financial information provided by the Company to any governmental
body or the public; to review the Company's systems of internal controls
regarding finance and accounting that management and the Board have
established; to review the Company's auditing, accounting and financial
reporting processes generally; to serve as an independent and objective party
to monitor the Company's financial reporting process and internal control
system; to review and appraise the audit efforts of the Company's independent
accountants and corporate audit departments; to provide an open avenue of
communication among the independent accountants, financial and senior
management, the corporate and audit department, and the Board of Directors;
and to advise the Board of Directors on any other requested issues and such
other duties as the Board of Directors may designate from time to time.
The Remuneration Committee of the Board of Directors currently consists of
K. Rupert Murdoch, Peter Chernin and Chase Carey. The Remuneration Committee
did not hold any meetings during the fiscal year ended June 30, 2000. The
Committee is to review and make recommendations to the Board of Directors on
the remuneration of the Chief Executive Officer, to review and make
recommendations to the Chief Executive Officer on the remuneration of the
other senior executive officers and such other duties as the Board of
Directors may designate from time to time.
4
<PAGE>
The Board of Directors does not have a nominating committee. This function
is performed by the Board of Directors as a whole.
There are no family relationships among any of the directors or executive
officers of the Company. The Company's executive officers serve in such
capacity at the pleasure of the Board of Directors.
EXECUTIVE OFFICERS OF THE COMPANY
The names and ages of the executive officers of the Company as of October
6, 2000 and their positions with the Company are as follows:
<TABLE>
<CAPTION>
Executive Officers Age Position
------------------ --- --------
<S> <C> <C>
K. Rupert Murdoch .......... 69 Chairman and Chief Executive Officer
Peter Chernin............... 49 President, Chief Operating Officer
Chase Carey................. 46 Co-Chief Operating Officer
David F. DeVoe.............. 53 Senior Executive Vice President, Chief Financial Officer
Arthur M. Siskind .......... 61 Senior Executive Vice President, General Counsel
</TABLE>
All of the Executive Officers of the Company are also executive officers of
News Corporation. As executive officers of News Corporation, the Executive
Officers of the Company continue to render services to News Corporation.
The biographical description of each Executive Officer is set forth under
"Election of Directors" above.
For the fiscal year ended June 30, 2000, no amount of compensation was paid
or accrued by the Company for the account of the Executive Officers of the
Company, and no amount of compensation was paid or accrued to News Corporation
with respect to the services of the Executive Officers. Information regarding
the compensation received by the Executive Officers for their services to News
Corporation and its subsidiaries will be included in the Annual Report of News
Corporation on Form 20-F for the fiscal year ended June 30, 2000.
The Senior Executives of the Company (in addition to persons identified as
Executive Officers above) are as follows:
<TABLE>
<CAPTION>
Senior Executives Age Position
----------------- --- --------
<C> <C> <S>
James Gianopulos.. 48 Chairman of Fox Filmed Entertainment
Chairman and Chief Executive Officer of Fox Sports
David Hill........ 54 Television Group
Thomas Rothman.... 45 Chairman of Fox Filmed Entertainment
Chairman and Chief Executive Officer of Fox Television
Mitchell Stern.... 46 Stations
</TABLE>
Set forth below is a brief biographical description of the Senior
Executives who are not Executive Officers of the Company:
James N. Gianopulos has been Chairman of Fox Filmed Entertainment since
July 2000. He shares the position with Thomas E. Rothman. Mr. Gianopulos was
President of Twentieth Century Fox International from 1994 until July 2000
overseeing both the Theatrical and the Home Entertainment units. Mr.
Gianopulos was President of International and Pay Television for Twentieth
Century Fox from 1992 to 1994. Mr. Gianopulos serves on the board of the USC
Entertainment Technology Committee.
David Hill has served as Chairman and Chief Executive Officer of Fox Sports
Television Group since 1999. Mr. Hill served as Chairman and Chief Executive
Officer of FOX from 1997 until 1999 and served as President of Fox Sports, a
division of Fox Television, from 1993 to 1999. From 1996 until 1997, Mr. Hill
served as Chief Operating Officer of Fox Television. In addition, Mr. Hill has
served as Chairman of Fox Sports Networks, LLC since 1996. From 1996 through
1997, Mr. Hill also served as Fox Sports Networks, LLC's Chief Executive
Officer.
5
<PAGE>
Thomas E. Rothman has been Chairman of Fox Filmed Entertainment since July
2000. He shares the position with James N. Gianopulos. Mr. Rothman previously
served as President of Twentieth Century Fox Film Group from January to August
2000, and was President of Twentieth Century Fox Production from 1995 to 2000.
In 1994, he was the founder and first President of Fox Searchlight Pictures.
Mr. Rothman also serves as a member of the board of directors of the Sundance
Institute.
Mitchell Stern has been Chairman and Chief Executive Officer of Fox
Television Stations since 1998. Mr. Stern was President and Chief Operating
Officer of Fox Television Stations, Inc. from 1993 to 1998.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Set forth below is stock ownership information as of October 6, 2000 as to
each person who owns, or is known by the Company to own beneficially (within
the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), more
than five percent of the Common Stock of the Company, and the number of shares
of Common Stock owned by its Directors and by all Executive Officers and
Directors as a group. Other than News Corporation, the persons named below own
only Class A Common Stock.
<TABLE>
<CAPTION>
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership of Class
------------------- ----------------------- --------
<S> <C> <C>
News Corporation (1) ..................... 599,259,834(2) 82.76%
K. Rupert Murdoch ........................ 5,000 *
Peter Chernin ............................ 4,444 *
Chase Carey .............................. 5,000 *
David F. DeVoe ........................... 4,000 *
Arthur M. Siskind ........................ 4,000 *
Christos M. Cotsakos...................... 40,000 *
Laura D'Andrea Tyson ..................... -0-
All Directors and Executive Officers as a
group (7 persons)........................ 62,444 *
</TABLE>
--------
(1) Such shares are held by FEG Holdings, Inc., an indirect wholly-owned
subsidiary of News Corporation.
(2) Consists of 51,759,834 shares of Class A Common Stock and 547,500,000
shares of Class B Common Stock. The shares of Class B Common Stock are
convertible on a 1:1 basis at the option of the holder into shares of
Class A Common Stock.
* Less than one percent.
Set forth below is the information as of October 6, 2000 as to the
beneficial ownership of the outstanding Ordinary Shares of News Corporation
(the only class of shares of News Corporation generally entitled to voting
rights) by each person who at such time owned more than five percent thereof,
by the Company's Directors and Executive Officers and by all of the Directors
and Executive Officers of the Company as a group. The following table does not
include beneficial ownership of Preferred Limited Voting Ordinary Shares of
News Corporation ("Preferred Ordinary Shares").
<TABLE>
<CAPTION>
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership of Class
------------------- ----------------------- --------
<S> <C> <C>
Cruden Investments Pty. Limited............ 606,820,513(1) 30%
K. Rupert Murdoch. ........................ 606,820,513(1)(2) 30%
Peter Chernin.............................. -- (3) --
Chase Carey................................ -- (4) --
David F. DeVoe............................. 32,000(5) *
Arthur M. Siskind.......................... 27,821(6) *
Christos M. Cotsakos....................... -- --
Laura D'Andrea Tyson....................... -- --
All Directors and Executive Officers of the
Company as a group
(7 persons)............................... 606,880,334 30%
</TABLE>
6
<PAGE>
--------
(1) Includes Ordinary Shares owned by (i) Mr. Murdoch, (ii) Cruden Investments
Pty. Limited, 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
certain charities and (iii) corporations, including a subsidiary of
Cruden, which are controlled by trustees of settlements and trusts set up
for the benefit of the Murdoch family, certain charities and other
persons. By virtue of shares of News Corporation owned by such persons and
entities and Mr. Murdoch's positions as Chairman and Chief Executive of
News Corporation and Chairman and Chief Executive Officer of the Company,
Mr. Murdoch may be deemed to control the operations of News Corporation
and the Company. In addition, Mr. Murdoch, Cruden Investments Pty. Limited
and such other entities beneficially own 232,642,726 Preferred Ordinary
Shares. The address of Cruden Investments Pty. Limited is Level 2, 306
Little Collins Street, Melbourne, Victoria, Australia.
(2) Mr. Murdoch has been granted options to purchase 24,000,000 Preferred
Ordinary Shares, of which 6,000,000 are currently exercisable or become
exercisable within 60 days. All of these options are subject to the
approval of shareholders at the News Corporation Annual General Meeting to
be held on October 18, 2000.
(3) Mr. Chernin has been granted options to purchase 16,275,000 Preferred
Ordinary Shares, of which 3,800,000 are currently exercisable or become
exercisable within 60 days. 13,000,000 of Mr. Chernin's options to
purchase Preferred Ordinary Shares are subject to the approval of
shareholders at the News Corporation Annual General Meeting to be held on
October 18, 2000.
(4) Mr. Carey has been granted options to purchase 5,040,000 Preferred
Ordinary Shares, of which 2,425,000 are currently exercisable or become
exercisable within 60 days. 2,240,000 of Mr. Carey's options to purchase
Preferred Ordinary Shares are subject to the approval of shareholders at
the News Corporation Annual General Meeting to be held on October 18,
2000.
(5) In addition, Mr. DeVoe beneficially owns 16,000 Preferred Ordinary Shares
and has been granted options to purchase 3,105,000 Preferred Ordinary
Shares, of which 600,000 are currently exercisable or become exercisable
within 60 days. 2,240,000 of Mr. DeVoe's options to purchase Preferred
Ordinary Shares are subject to the approval of shareholders at the News
Corporation Annual General Meeting to be held on October 18, 2000.
(6) In addition, Mr. Siskind beneficially owns 50,143 Preferred Ordinary
Shares and has been granted options to purchase 3,500,000 Preferred
Ordinary Shares, of which 995,000 are currently exercisable or become
exercisable within 60 days. 2,240,000 of Mr. Siskind's options to purchase
Preferred Ordinary Shares are subject to the approval of shareholders at
the News Corporation Annual General Meeting to be held on October 18,
2000.
* Less than one percent.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Relationships Between the Company and News Corporation
Business Relationships
News Corporation and its subsidiaries have, in the past, engaged in a broad
range of relationships with the Company and its subsidiaries. These
relationships have included the purchase by programming platforms owned, in
whole or in part, by News Corporation of programming created or owned by the
Company; the purchase by the Company of television and movie rights related to
books published by HarperCollins Publishers Inc. or other News Corporation
publications; the purchase of advertising in TV Guide and in free-standing
inserts or other publications of News Corporation; and the purchase of certain
television broadcasting equipment services from News Corporation. The Company
believes that the terms and conditions of all such arrangements were
comparable to those the Company believes would pertain to transactions with
unaffiliated third parties.
Master Intercompany and Other Agreements
For purposes of governing certain on-going relationships between the
Company and News Corporation, the Company and News Corporation have entered
into various agreements and relationships, including those
7
<PAGE>
described below. The agreements described below were negotiated in the context
of a parent-subsidiary relationship and therefore are not the result of arm's-
length negotiations between independent parties. There can be no assurance,
therefore, that each of such agreements, or the transactions provided for
therein, or any amendments thereof will be effected on terms at least as
favorable to the Company as could have been obtained from unaffiliated third
parties.
The following descriptions summarize all material terms of such agreements.
Master Intercompany Agreement
The Company and News Corporation have entered into a Master Intercompany
Agreement which provides, among other things, for certain agreements governing
the relationship between the Company and News Corporation. The consideration
for each of the services and other arrangements set forth in the Master
Intercompany Agreement have been mutually agreed upon between News Corporation
and the Company based upon allocated costs, provided that all such
consideration and any material arrangements are subject to the approval of the
respective Audit Committees of the Company's and News Corporation's Boards of
Directors. For the fiscal year ended June 30, 2000, no amount was paid or
accrued by the Company to or for the account of News Corporation for services
under the Master Intercompany Agreement other than the amounts set forth under
"Cash Management and Financing."
Cash Management and Financing
Pursuant to the Master Intercompany Agreement, the Company may utilize the
worldwide treasury and cash management function, including the use of bank
overdraft facilities, of News Corporation and its subsidiaries, subject to
certain limitations. In addition, the Company's cash balances are available to
News Corporation and its subsidiaries. From November 11, 1998, interest on
outstanding intercompany balances (see "Intercompany Debt") has been charged
at commercial market rates not exceeding News Corporation's average cost of
borrowings as set forth in the Master Intercompany Agreement. At June 30,
2000, the intercompany interest rate approximated 8%.
Executive Officer Services
The Master Intercompany Agreement provides that News Corporation or its
subsidiaries will make available to the Company the services of Messrs. K.
Rupert Murdoch, the Company's Chairman and Chief Executive Officer; Peter
Chernin, the Company's President and Chief Operating Officer; Chase Carey, the
Company's Co-Chief Operating Officer; David F. DeVoe, the Company's Senior
Executive Vice President and Chief Financial Officer; and Arthur M. Siskind,
the Company's Senior Executive Vice President and General Counsel, and such
other employees of News Corporation as the Company and News Corporation may
from time to time designate.
Although it is contemplated that such executives will spend a considerable
portion of their business time in connection with the business of the Company,
they will also be engaged in activities for News Corporation not related
directly to the business of the Company. In addition, pursuant to the Master
Intercompany Agreement, News Corporation may terminate the availability of the
services of such executives upon notice to the Company.
Services of Company Employees
The Master Intercompany Agreement provides that News Corporation and its
subsidiaries may from time to time request certain employees of the Company to
devote time to the business activities of News Corporation, its subsidiaries
and affiliated and associated companies.
Facility Arrangements
Certain of the Company's facilities are or may in the future be located on
premises owned or leased by News Corporation, or entities in which News
Corporation has an interest. Furthermore, certain facilities of News
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Corporation, or entities in which News Corporation has an interest, are or may
in the future be located on premises owned or leased by the Company. The
Master Intercompany Agreement provides that News Corporation and its
subsidiaries, on the one hand, and the Company, on the other hand, will permit
each other to use all or a portion of their respective premises.
Employee Matters
The Master Intercompany Agreement provides that certain employees of the
Company may from time to time continue to be eligible to participate in stock
option and other employee benefit plans maintained by News Corporation and its
subsidiaries. The Company will assume and be solely responsible for all
liabilities and obligations whatsoever with respect to current officers and
employees of the businesses owned and operated by the Company and former
officers and employees of such businesses who, immediately prior to the
termination of their employment, were employed in such businesses.
Insurance
The Master Intercompany Agreement provides that News Corporation or its
subsidiaries will provide insurance coverage on behalf of the Company against
certain risks and in amounts of coverage consistent with current coverages or
as otherwise may be agreed between them. The Master Intercompany Agreement
further provides that News Corporation will not be obligated to maintain any
type or amount of coverage.
Services
The Master Intercompany Agreement provides that News Corporation and its
subsidiaries will continue to provide various services to each other,
including material procurement, transportation and financial and
administrative services.
Trademarks
The Master Intercompany Agreement provides that News Corporation and its
subsidiaries and the Company will be granted a royalty-free license to use
certain trademarks and service marks of the Company and that the Company will
be granted a royalty-free license to use certain trademarks and service marks
of News Corporation and its subsidiaries. The Master Intercompany Agreement
also provides that the license granted by News Corporation to the Company may
be terminated at any time by News Corporation.
Indemnities by the Company
News Corporation or its subsidiaries have, in the past, given certain
guarantees or made commitments relating to the businesses that are conducted
by the Company. These include commitments made in connection with film rights
agreements and funding and other obligations made to Liberty IFE, Inc., the
holder of Series A Preferred Stock of Fox Family Worldwide having a
liquidation preference of $345 million. The Master Intercompany Agreement
provides that the Company will assume all such obligations and commitments,
and will indemnify and hold News Corporation and its subsidiaries harmless
from and against all liabilities arising from any default thereunder.
Indemnities by News Corporation
The Master Intercompany Agreement provides that News Corporation will
indemnify and hold the Company and its subsidiaries harmless from and against
any and all liabilities arising from any default under the debt instruments or
obligations of News Corporation or its subsidiaries (other than the Company)
which have been guaranteed by the Company or its subsidiaries or will be
guaranteed by the Company in the future.
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<PAGE>
Tax Sharing Agreement
The Company and certain of its subsidiaries are included in the
consolidated group of News Publishing Australia Limited, the principal U.S.
subsidiary of News Corporation, for U.S. federal income tax purposes (the
"Consolidated Group") as well as in certain consolidated, combined or unitary
groups which include News Publishing Australia Limited and/or certain of its
subsidiaries (a "Combined Group") for state and local income tax purposes. The
Company and News Publishing Australia Limited have entered into a tax sharing
agreement (the "Tax Sharing Agreement"). Pursuant to the Tax Sharing
Agreement, the Company and News Publishing Australia Limited generally make
payments between them such that, with respect to tax returns for any taxable
period in which the Company or any of its subsidiaries is included in the
Consolidated Group or any Combined Group, the amount of such consolidated or
combined taxes to be paid by the Company will be determined, subject to
certain adjustments, as if the Company and each of its subsidiaries included
in the Consolidated Group or Combined Group filed their own consolidated,
combined or unitary tax return. Net operating losses and other future tax
benefits actually availed of to reduce the tax liabilities of the Consolidated
Group or Combined Group and any taxes actually paid by the Company's
subsidiaries included in such Groups will be taken into account for this
purpose. The Company and News Publishing Australia Limited will cooperate in
preparing any tax return filed with respect to the Consolidated Group or any
Combined Group.
News Publishing Australia Limited is primarily responsible for preparing
and filing any tax return with respect to the Consolidated Group or any
Combined Group, as well as for controlling and contesting any audit or other
tax proceeding with respect to the Consolidated Group or any Combined Group.
The Company is responsible for preparing and filing any tax returns that
include only the Company and its subsidiaries and for any taxes with respect
to such tax returns.
In general, the Company will be included in the Consolidated Group for so
long as News Publishing Australia Limited beneficially owns at least 80% of
the total voting power and value of the outstanding stock of the Company. Each
member of a consolidated group for federal income tax purposes is jointly and
severally liable for the federal income tax liability of each other member of
the consolidated group. Accordingly, although the Tax Sharing Agreement
allocates tax liabilities between the Company and News Publishing Australia
Limited, during the period in which the Company is included in the
Consolidated Group, the Company could be liable in the event that any federal
tax liability is incurred, but not discharged, by any other member of the
Consolidated Group.
Intercompany Debt
Prior to the consummation of the initial public offering which closed on
November 16, 1998, News Corporation and its subsidiaries eliminated certain of
the Intercompany borrowings owed by the Company, and the Company issued
Intercompany Notes to a subsidiary of News Corporation in an aggregate amount
of $4.5 billion, representing the remaining Intercompany borrowings and
payment of dividends by the Company to a subsidiary of News Corporation (and
approximately $3.2 billion was the largest aggregate amount of such
indebtedness in the fiscal year ended June 30, 2000). The Intercompany Notes
constitute unsecured, general obligations of the Company and mature on June
30, 2003. The Intercompany Notes bear interest at a rate equal to the average
cost of long-term debt of News Corporation (currently 8% per annum), adjusted
annually. The Company used the entire net proceeds from the initial public
offering to repay a portion of the amounts due under the Intercompany Notes.
The aggregate amount outstanding under the Intercompany Notes at June 30, 2000
was approximately $2.7 billion.
Credit Arrangements
News Corporation and certain of its subsidiaries, including the Company and
certain of its significant subsidiaries (the "Fox Guarantors"), are guarantors
of the obligations of NAI under various guaranteed debt instruments (the
"Guaranteed Debt Instruments"). Such guarantees, including those of the
Company, represent contingent and not current obligations of the Fox
Guarantors. The principal amount of indebtedness outstanding
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under such Guaranteed Debt Instruments at June 30, 2000 was approximately $9.9
billion. The Guaranteed Debt Instruments mature at various times between 2000
and 2096, with a weighted average maturity of over 20 years, and are generally
not redeemable prior to maturity. The indentures governing the Guaranteed Debt
Instruments limit the ability of News Corporation and its subsidiaries
(including the Fox Guarantors) to subject their properties to liens. Certain
Guaranteed Debt Instruments issued prior to March 1993 also may impose
limitations on the ability of News Corporation and its subsidiaries, including
the Company to incur indebtedness in certain circumstances. The Guaranteed
Debt Instruments also contain customary representations, warranties, covenants
and events of default. Under the terms of the Guaranteed Debt Instruments, the
holders thereof have the right to require NAI to make an offer to repurchase
the outstanding debt instruments in the event of a "Change of Control
Triggering Event." A Change of Control Triggering Event occurs when the
Guaranteed Debt Instrument is downgraded below investment grade following a
"Change of Control" of News Corporation or an announcement of an intended
Change of Control (or in the event the Guaranteed Debt Instrument is not
investment grade at such time, a reduction in the rating by one or more
gradations). A Change of Control occurs when a person other than News
Corporation, subsidiaries and certain affiliates of News Corporation and the
Murdoch Family (as defined in the Guaranteed Debt Instruments) owns (i) 30% or
more of the voting power of News Corporation's common shares or (ii) if the
Murdoch Family is the beneficial owner of more than 30% of such voting power
of News Corporation, a percentage greater than that owned by the Murdoch
Family. Certain Guaranteed Debt Instruments require any subsidiary of News
Corporation which issues any guarantee for money borrowed in excess of $50
million to guarantee all outstanding and future senior indebtedness issued by
News Corporation or its affiliates pursuant to the indentures governing the
Guaranteed Debt Instruments. Therefore, additional subsidiaries of the Company
may from time to time be required to become guarantors under certain
Guaranteed Debt Instruments.
The Fox Guarantors have also guaranteed the obligations of News Corporation
and certain of its subsidiaries under the Revolving Credit Agreement. The
Revolving Credit Agreement provides for borrowings of up to approximately $2.0
billion and expires on June 30, 2004. As of October 6, 2000, there were no
borrowings outstanding under the Revolving Credit Agreement. The Revolving
Credit Agreement contains certain covenants which, among other things, limit
the ability of News Corporation and the Fox Guarantors to subject their
properties to liens, to incur indebtedness, to make certain investments and to
prepay certain indebtedness. News Corporation is also required to maintain
certain financial covenants, calculated on a consolidated basis, including a
leverage ratio, interest coverage ratio and fixed charge covenant ratio. The
Revolving Credit Agreement also contains representations, warranties,
covenants and events of default customary to senior unsecured credit
facilities of similar size and nature. Each subsidiary of News Corporation,
including subsidiaries of the Company, which account for greater than 5% of
the consolidated operating income of News Corporation are required to become
guarantors under the Revolving Credit Agreement. Therefore, additional
subsidiaries of the Company may from time to time be required to become
guarantors under the Revolving Credit Agreement in certain circumstances.
In addition to the foregoing, the Company and its subsidiaries may from
time to time in the future guarantee additional obligations of News
Corporation and its subsidiaries.
Pursuant to the Master Intercompany Agreement, News Corporation has agreed
to indemnify and hold the Company and its subsidiaries harmless from and
against all liabilities arising from any default under the debt instruments or
obligations of News Corporation or its subsidiaries (other than the Company)
which have been guaranteed by the Company or its subsidiaries.
Acquisition of Liberty Media Corporation's Interest in Fox/Liberty Networks,
LLC
On July 15, 1999, News Corporation acquired substantially all of Liberty
Media Corporation's and its related companies' 50% interest in Fox/Liberty
Networks, LLC and certain related businesses. In exchange for its interest,
Liberty received approximately 51.8 million News Corporation ADRs
(representing 207.1 million News Corporation preferred ordinary shares) valued
at $1.425 billion.
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Upon consummation of this transaction on July 15, 1999, News Corporation
transferred the acquired interests to the Company in exchange for 51,759,834
shares of the Company's Class A Common Stock valued at $1.425 billion. This
transfer to the Company increased News Corporation's equity interest to 82.76%
from 81.44% while its voting interest remained at 97.8%.
Proposed Acquisition of Chris-Craft Industries, Inc.
In August 2000, News Corporation announced that it had entered into
agreements to acquire, by merger, Chris-Craft Industries, Inc., BHC
Communications, Inc. and United Television, Inc. for approximately
$5.35 billion in the aggregate, comprising a cash payment of $2.13 billion and
approximately 73 million News Corporation ADRs (representing 292 million
Preferred Ordinary Shares of News Corporation). As part of this acquisition,
News Corporation will contribute substantially all of the acquired assets
(less cash) to the Company in exchange for approximately 122.2 million shares
of Class A Common Stock of the Company, which will increase News Corporation's
equity interest in the Company from 82.76% to approximately 85.25%. As a
result of this acquisition, News Corporation's voting interest will remain at
97.8%. The closing of this acquisition, which is expected to be completed by
June 30, 2001, is subject to customary conditions including shareholder and
regulatory approvals.
PROPOSAL 2
INDEPENDENT PUBLIC ACCOUNTANTS
Ratification of Appointment of Independent Public Accountants
The firm of Arthur Andersen LLP, independent public accountants, has
audited the books and records of the Company for the previous fiscal year.
Accordingly, the Board of Directors recommends that the stockholders vote FOR
the ratification of the appointment by the Board of Directors of the firm of
Arthur Andersen LLP to audit the books and accounts of the Company for the
fiscal year ending June 30, 2001.
Representatives of Arthur Andersen LLP are expected to be available at the
meeting to respond to appropriate questions and will be given the opportunity
to make a statement if they desire to do so.
The Board of Directors recommends that you vote in favor of the
ratification of the appointment of Arthur Andersen LLP as the independent
public accountants of the Company.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's Directors and Executive Officers, and
persons who beneficially own more than ten percent of a registered class of
the Company's equity securities, to file with the Securities and Exchange
Commission (the "Commission") initial reports of ownership and reports of
changes in ownership of Common Stock and the other equity securities of the
Company. Officers, Directors, and persons who beneficially own more than ten
percent of a registered class of the Company's equities are required by the
regulations of the Commission to furnish the Company with copies of all
Section 16(a) forms they file. To the Company's knowledge, based solely on
review of copies of reports furnished to the Company and upon representations
made, the Company believes that during the fiscal year ended June 30, 2000,
all Section 16(a) filing requirements applicable to its Officers, Directors,
and greater than ten percent beneficial owners were complied with.
ANNUAL REPORT
The Annual Report of the Company for the fiscal year ended June 30, 2000 is
being mailed to stockholders with this proxy statement.
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STOCKHOLDER PROPOSALS
Stockholder proposals intended to be considered for inclusion in the proxy
statement for presentation at the Company's 2001 Annual Meeting of
Stockholders must be received by the office of the Secretary of the Company at
1211 Avenue of the Americas, New York, New York 10036 no later than June 15,
2001, for inclusion in the Company's proxy statement and form of proxy
relating to such meeting. All proposals must comply with applicable Commission
rules and regulations. In addition, in order for nominations or other business
to be properly brought before the Company's 2001 Annual Meeting of
Stockholders, stockholders must give timely notice thereof in writing to the
Secretary of the Company at the Company's offices not less than 45 or more
than 75 days prior to the anniversary date on which the Company first mailed
its proxy materials for the preceding year's Annual Meeting; provided,
however, that if the date of the Annual Meeting is advanced by more than 30
days prior to or delayed by more than 30 days after the anniversary of the
preceding year's Annual Meeting, notice by the stockholder to be timely must
be delivered not later than the close of business on the later of (i) the 90th
day prior to the Annual Meeting or (ii) the 10th day following the day on
which public announcement of the date of such meeting is first made. The
bylaws of the Company define "public announcement" for these purposes, as
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or a comparable national news service or in a document
publicly filed by the Company with the Commission pursuant to Section 13, 14
or 15(d) of the Exchange Act. Such stockholder's notice shall set forth (a) as
to each person whom the stockholder proposes to nominate for election or
reelection as a director all information relating to such person as would be
required to be disclosed in solicitations of proxies for the election of such
nominees as directors pursuant to Regulation 14A under the Exchange Act, and
such person's written consent to serve as a director if elected; (b) as to any
other business that the stockholder proposes to bring before the meeting, a
brief description of such business, the reasons for conducting such business
at the meeting and any material interest in such business of such stockholder
and the beneficial owner, if any, on whose behalf the proposal is made; (c) as
to the stockholder giving the notice and the beneficial owner, if any, on
whose behalf the nomination or proposal is made (i) the name and address of
such stockholder, as they appear on the Company's books, and of such
beneficial owner, (ii) the class and number of shares of the Company that are
owned beneficially and of record by such stockholder and such beneficial
owner; and (iii) whether either such stockholder or beneficial owner intends
to deliver a proxy statement and form of proxy to holders of, in the case of a
proposal, at least the percentage of the Company's voting shares required
under applicable law to carry the proposal or, in the case of a nomination or
nominations, a sufficient number of holders of the Company's voting shares to
elect such nominee or nominees.
OTHER MATTERS
The Board of Directors is not aware of any other matter other than those
set forth in this proxy statement that will be presented for action at the
meeting. If other matters properly come before the meeting, the persons named
as proxies intend to vote the shares they represent in accordance with their
best judgment in the interest of the Company.
THE COMPANY UNDERTAKES TO PROVIDE ITS STOCKHOLDERS WITHOUT CHARGE A COPY OF
THE COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS
AND SCHEDULES FILED THEREWITH. WRITTEN REQUESTS FOR SUCH REPORT SHOULD BE
ADDRESSED TO THE OFFICE OF THE SECRETARY, FOX ENTERTAINMENT GROUP, INC., 1211
AVENUE OF THE AMERICAS, NEW YORK, NY 10036.
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THE DIRECTORS RECOMMEND A VOTE FOR PROPOSAL 1
<TABLE>
<S> <C> <C> <C>
1. Election of Directors FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] *EXCEPTIONS [ ]
listed below for all nominees listed below
</TABLE>
Nominees: K. Rupert Murdoch, Peter Chernin, Chase Carey, David F. DeVoe, Arthur
M. Siskind, Christos M. Cotsakos and Laura D'Andrea Tyson
*(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and strike a line through that nominee's name.)
THE DIRECTORS RECOMMEND A VOTE FOR PROPOSAL 2
2. Proposal to ratify Arthur Andersen LLP as independent accountants.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Change of Address and [ ]
or Comments Mark Here
The above named proxies are granted the authority, in
their discretion, to act upon such other matters as may
properly come before the meeting or any postponement or
adjournment thereof.
Dated: __________________________________________, 2000
_______________________________________________________
Signature(s)
_______________________________________________________
Signature
Please sign exactly as your name appears and return this proxy immediately in
the enclosed stamped self-addressed envelope.
Votes must be indicated [X]
in Black or Blue ink.
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FOX ENTERTAINMENT GROUP, INC.
ANNUAL MEETING OF STOCKHOLDERS - NOVEMBER 15, 2000
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder in Fox Entertainment Group, Inc. ("Corporation")
hereby constitutes and appoints K. Rupert Murdoch, David F. DeVoe and Arthur M.
Siskind, and each of them, his true and lawful attorneys and proxies, with full
power of substitution in and for each of them, to vote all shares of the
Corporation which the undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held on November 15, 2000 at Citibank, N.A., 399 Park Avenue,
12th Floor, New York, New York, at 10:00 a.m., local time, or at any
postponement or adjournment thereof, on any and all of the proposals contained
in the Notice of the Annual Meeting of Stockholders, with all the powers the
undersigned would possess if present personally at said meeting, or at any
postponement or adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE NOMINEES LISTED ON THE REVERSE SIDE.
(Continued and to be signed and dated on the other side)
FOX ENTERTAINMENT GROUP, INC.
P.O. BOX 11131
NEW YORK, N.Y. 10203-0131
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