SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 12)*
THE NEWS CORPORATION LIMITED
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
| 652487604 (CUSIP Number) |
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)
| * | 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 cover 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).
| 1 | Name of Reporting Persons/ I.R.S. Identification Nos. of Above Persons
Cruden Investments Australia Pty. Limited |
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| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3 | SEC Use Only
|
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| 4 | Citizenship or Place of Organization
Australia |
| Number of Shares Beneficially Owned by Each Reporting Person with |
5 Sole Voting Power
-0- 6 Shared Voting Power
609,997,069 7 Sole Dispositive Power
-0- 8 Shared Dispositive Power
609,997,069 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
609,997,069 (of which 319,588,002 are owned directly by Telegraph Investment Australia Pty. Ltd.) |
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| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
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| 11 | Percent of Class Represented by Amount in Row 9
29.1% (including approximately 15.2% owned by Telegraph Investment Australia Pty. Ltd. – See Item 4) |
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| 12 | Type of Reporting Person
CO |
- 2 -
| 1 | Name of Reporting Persons/I.R.S. Identification Nos. of Above Persons
Kayarem Australia Pty. Limited |
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| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3 | SEC Use Only
|
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| 4 | Citizenship or Place of Organization
Australia |
| Number of Shares Beneficially Owned by Each Reporting Person with |
5 Sole Voting Power
-0- 6 Shared Voting Power
627,443,403 7 Sole Dispositive Power
-0- 8 Shared Dispositive Power
627,443,403 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
627,443,403 (of which 290,409,067 are owned directly by Cruden Investments Australia Pty. Ltd. and 319,588,002 are owned directly by Telegraph Investment Australia Pty. Ltd., its indirect subsidiary) |
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| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
|||
| 11 | Percent of Class Represented by Amount in Row 9
29.9% - See Item 4 |
|||
| 12 | Type of Reporting Person
CO |
- 3 -
| 1 | Name of Reporting Persons/I.R.S. Identification Nos. of Above Persons
Telegraph Investment Australia Pty. Ltd. |
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| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3 | SEC Use Only
|
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| 4 | Citizenship or Place of Organization
Australia |
| Number of Shares Beneficially Owned by Each Reporting Person with |
5 Sole Voting Power
-0- 6 Shared Voting Power
319,588,002 7 Sole Dispositive Power
-0- 8 Shared Dispositive Power
319,588,002 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
319,588,002 |
|||
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
|||
| 11 | Percent of Class Represented by Amount in Row 9
15.2% - See Item 4 |
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| 12 | Type of Reporting Person
CO |
- 4 -
| 1 | Name of Reporting Persons/I.R.S. Identification Nos. of Above Persons
AE Harris Trust |
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| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3 | SEC Use Only
|
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| 4 | Citizenship or Place of Organization
Australia |
| Number of Shares Beneficially Owned by Each Reporting Person with |
5 Sole Voting Power
-0- 6 Shared Voting Power
627,443,403 7 Sole Dispositive Power
-0- 8 Shared Dispositive Power
627,443,403 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
627,443,403 (of which 290,409,067 are owned directly by Cruden Investments Australia Pty. Ltd., 17,446,334 are owned directly by Kayarem Australia Pty. Ltd., and 319,588,002 are owned directly by Telegraph Investment Australia Pty. Ltd.) |
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| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
|||
| 11 | Percent of Class Represented by Amount in Row 9
29.9% - See Item 4 |
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| 12 | Type of Reporting Person
OO |
- 5 -
| 1 | Name of Reporting Persons/I.R.S. Identification Nos. of Above Persons
Secure Nominees Pty. Ltd. |
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| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3 | SEC Use Only
|
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| 4 | Citizenship or Place of Organization
Australia |
| Number of Shares Beneficially Owned by Each Reporting Person with |
5 Sole Voting Power
-0- 6 Shared Voting Power
627,443,403 7 Sole Dispositive Power
-0- 8 Shared Dispositive Power
627,443,403 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
627,443,403 (of which 290,409,067 are owned directly by Cruden Investments Australia Pty. Ltd., 17,446,334 are owned directly by Kayarem Australia Pty. Ltd., and 319,588,002 are owned directly by Telegraph Investment Australia Pty. Ltd.) |
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| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
|||
| 11 | Percent of Class Represented by Amount in Row 9
29.9% - See Item 4 |
|||
| 12 | Type of Reporting Person
CO |
- 6 -
| 1 | Name of Reporting Persons/I.R.S. Identification Nos. of Above Persons
Safeguard Nominees Pty. Ltd. |
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| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3 | SEC Use Only
|
|||
| 4 | Citizenship or Place of Organization
Australia |
| Number of Shares Beneficially Owned by Each Reporting Person with |
5 Sole Voting Power
-0- 6 Shared Voting Power
627,443,403 7 Sole Dispositive Power
-0- 8 Shared Dispositive Power
627,443,403 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
627,443,403 (of which 290,409,067 are owned directly by Cruden Investments Australia Pty. Ltd., 17,446,334 are owned directly by Kayarem Australia Pty. Ltd., and 319,588,002 are owned directly by Telegraph Investment Australia Pty. Ltd.) |
|||
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
|||
| 11 | Percent of Class Represented by Amount in Row 9
29.9% - See Item 4 |
|||
| 12 | Type of Reporting Person
CO |
- 7 -
| 1 | Name of Reporting Persons/I.R.S. Identification Nos. of Above Persons
K. Rupert Murdoch |
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| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3 | SEC Use Only
|
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| 4 | Citizenship or Place of Organization
United States of America |
| Number of Shares Beneficially Owned by Each Reporting Person with |
5 Sole Voting Power
8,653 6 Shared Voting Power
627,443,403 7 Sole Dispositive Power
8,653 8 Shared Dispositive Power
627,443,403 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
627,452,056 (of which 290,409,067 are owned directly by Cruden Investments Australia Pty. Ltd., 17,446,334 are owned directly by Kayarem Australia Pty. Ltd., and 319,588,002 are owned directly by Telegraph Investment Australia Pty. Ltd.) |
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| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
|||
| 11 | Percent of Class Represented by Amount in Row 9
29.9% - See Item 4 |
|||
| 12 | Type of Reporting Person
IN |
- 8 -
This statement relates to the beneficial ownership of securities of The News Corporation Limited (the “Company”) by Cruden Investments Australia Pty. Limited (“Cruden Investments”), Kayarem Australia Pty. Ltd. (“Kayarem”), Telegraph Investment Australia Pty. Ltd. (“Telegraph”), AE Harris Trust (“Harris Trust”), the trustees of Harris Trust (Secure Nominees Pty. Ltd. (“Secure”) and Safeguard Nominees Pty. Ltd. (“Safeguard”)) and by K. Rupert Murdoch, and further amends and restates the previously filed statements on Schedule 13G.
This statement is filed to reflect the names of certain corporate and trust entities previously disclosed in Amendment No. 11 to this Schedule 13G.
| Item 1 |
(a). |
Name of Issuer:
The News Corporation Limited (the “Company”) |
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| (b). |
Address of Issuer’s Principal Executive Offices:
2 Holt Street Surry Hills, NSW 2010 Australia |
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| Item 2 |
(a). |
Name of Person Filing:
Cruden Investments Australia Pty. Limited Kayarem Australia Pty. Ltd. Telegraph Investment Australia Pty. Ltd. AE Harris Trust Secure Nominees Pty. Ltd. Safeguard Nominees Pty. Ltd. K. Rupert Murdoch |
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| (b). |
Address of Principal Office, or, if None, Residence:
Cruden Investments Australia Pty. Limited Level 2 306 Little Collins Street GPO Box 4437 QQ Melbourne VIC 3001
Kayarem Australia Pty. Ltd. Level 2 306 Little Collins Street GPO Box 4437 QQ Melbourne VIC 3001 |
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- 9 -
| Telegraph Investment Australia Pty. Ltd. Level 2 306 Little Collins Street GPO Box 4437 QQ Melbourne VIC 3001
AE Harris Trust Level 6 Skygarden 77 Castlereagh Street Sydney NSW 2000 Australia
Secure Nominees Pty. Ltd. Level 6 Skygarden 77 Castlereagh Street Sydney NSW 2000 Australia
Safeguard Nominees Pty. Ltd. Level 6 Skygarden 77 Castlereagh Street Sydney NSW 2000 Australia
K. Rupert Murdoch 1211 Avenue of the Americas New York, New York 10036 |
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| (c). |
Citizenship:
Cruden Investments Australia Pty. Limited is incorporated under the laws of Australia. Kayarem Australia Pty. Limited is incorporated under the laws of Australia. Telegraph Investment Australia Pty. Ltd. is incorporated under the laws of Australia. AE Harris Trust is formed under the laws of Australia. |
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- 10 -
| Secure Nominees Pty. Ltd. is incorporated under the laws of Australia. Safeguard Nominees Pty. Ltd. is incorporated under the laws of Australia. Mr. Murdoch is a United States citizen. |
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| (d). |
Title of Class of Securities:
Ordinary Shares (“Shares”) |
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| (e). |
CUSIP Number:
652487604 |
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| Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a: | |||||||||||
| Not Applicable. | ||||||||||||
| Item 4. |
Ownership: | |||||||||
| Cruden Investments |
||||||||||
| (a) | Amount Beneficially Owned: 609,997,069 (of which 319,588,002 are owned by Telegraph, its indirect subsidiary) | |||||||||
| (b) | Percent of Class: 29.1% (including approximately 15.2% owned by Telegraph) | |||||||||
| (c) | Number of Shares as to which such person has: | |||||||||
| (i) | sole power to vote or to direct the vote: 0 | |||||||||
| (ii) | shared power to vote or to direct the vote: 609,997,069 | |||||||||
| (iii) | sole power to dispose or to direct the disposition of: 0 | |||||||||
| (iv) | shared power to dispose or to direct the disposition of: 609,997,069 | |||||||||
| Kayarem |
||||||||||
| (a) | Amount Beneficially Owned: 627,443,403 (of which 290,409,067 are owned by Cruden Investments and 319,588,002 are owned by Telegraph, its indirect subsidiary) | |||||||||
| (b) | Percent of Class: 29.9% (including approximately 29.1% owned by Cruden Investments and 15.2% owned by Telegraph) | |||||||||
| (c) | Number of Shares as to which such person has: | |||||||||
| (i) | sole power to vote or to direct the vote: 0 | |||||||||
| (ii) | shared power to vote or to direct the vote: 627,443,403 | |||||||||
| (iii) | sole power to dispose or to direct the disposition of: 0 | |||||||||
| (iv) | shared power to dispose or to direct the disposition of: 627,443,403 | |||||||||
- 11 -
| Telegraph |
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| (a) | Amount Beneficially Owned: 319,588,002 | |||||||||
| (b) | Percent of Class: 15.2% | |||||||||
| (c) | Number of Shares as to which such person has: | |||||||||
| (i) | sole power to vote or to direct the vote: 0 | |||||||||
| (ii) | shared power to vote or to direct the vote: 319,588,002 | |||||||||
| (iii) | sole power to dispose or to direct the disposition of: 0 | |||||||||
| (iv) | shared power to dispose or to direct the disposition of: 319,588,002 | |||||||||
| Harris Trust |
||||||||||
| (a) | Amount Beneficially Owned: 627,443,403 | |||||||||
| (b) | Percent of Class: 29.9% (including approximately 13.8% owned by Cruden Investments, 0.8% owned by Kayarem and 15.2% owned by Telegraph) | |||||||||
| (c) | Number of Shares as to which such person has: | |||||||||
| (i) | sole power to vote or to direct the vote: 0 | |||||||||
| (ii) | shared power to vote or to direct the vote: 627,443,403 | |||||||||
| (iii) | sole power to dispose or to direct the disposition of: 0 | |||||||||
| (iv) | shared power to dispose or to direct the disposition of: 627,443,403 | |||||||||
| Secure |
||||||||||
| (a) | Amount Beneficially Owned: 627,443,403 | |||||||||
| (b) | Percent of Class: 29.9% (including approximately 13.8% owned by Cruden Investments, 0.8% owned by Kayarem and 15.2% owned by Telegraph) | |||||||||
| (c) | Number of Shares as to which such person has: | |||||||||
| (i) | sole power to vote or to direct the vote: 0 | |||||||||
| (ii) | shared power to vote or to direct the vote: 627,443,403 | |||||||||
| (iii) | sole power to dispose or to direct the disposition of: 0 | |||||||||
| (iv) | shared power to dispose or to direct the disposition of: 627,443,403 | |||||||||
| Safeguard |
||||||||||
| (a) | Amount Beneficially Owned: 627,443,403 | |||||||||
- 12 -
| (b) | Percent of Class: 29.9% (including approximately 13.8% owned by Cruden Investments, 0.8% owned by Kayarem and 15.2% owned by Telegraph) | |||||||||
| (c) | Number of Shares as to which such person has: | |||||||||
| (i) | sole power to vote or to direct the vote: 0 | |||||||||
| (ii) | shared power to vote or to direct the vote: 627,443,403 | |||||||||
| (iii) | sole power to dispose or to direct the disposition of: 0 | |||||||||
| (iv) | shared power to dispose or to direct the disposition of: 627,443,403 | |||||||||
| K. Rupert Murdoch |
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| (a) | Amount Beneficially Owned: 627,452,056 | |||||||||
| (b) | Percent of Class: 29.9% (including approximately 13.8% owned by Cruden Investments, 0.8% owned by Kayarem and 15.2% owned by Telegraph) | |||||||||
| (c) | Number of Shares as to which such person has: | |||||||||
| (i) | sole power to vote or to direct the vote: 8,653 | |||||||||
| (ii) | shared power to vote or to direct the vote: 627,443,403 | |||||||||
| (iii) | sole power to dispose or to direct the disposition of: 8,653 | |||||||||
| (iv) | shared power to dispose or to direct the disposition of: 627,443,403 | |||||||||
As of November 3, 2004, Cruden Investments was the beneficial owner of 609,997,069 Shares, constituting approximately 29.1% of the total number of outstanding Shares at such date. Of the 609,997,069 Shares beneficially owned by Cruden Investments, 319,588,002 of such Shares are also beneficially owned by Telegraph. Telegraph shares with Cruden Investments the powers to vote and to dispose or direct the vote and disposition of such Shares. Cruden Investments is a private Australian investment company owned by K. Rupert Murdoch, members of his family and various corporations and trusts, the beneficiaries of which include Mr. Murdoch, members of his family and certain charities. Cruden Investments is an indirect, majority-owned subsidiary of Harris Trust and a direct, majority-owned subsidiary of Kayarem.
As of November 3, 2004, Kayarem was the beneficial owner of 627,443,403 Shares, constituting approximately 29.9% of the total number of outstanding Shares at such date. Of the 627,443,403 Shares beneficially owned, 290,409,067 of such Shares are beneficially owned by Cruden Investments and 319,588,002 of such Shares are also beneficially owned by Telegraph. Telegraph shares with Cruden Investments and Kayarem the powers to vote and to dispose or direct the vote and disposition of such Shares. Kayarem is a private Australian investment company owned by the Harris Trust.
As of November 3, 2004, Telegraph was the beneficial owner of 319,588,002 Shares, constituting approximately 15.2% of the total number of outstanding Shares at such date. Telegraph shares with Cruden Investments the powers to vote and to dispose or direct the vote and disposition of such 319,588,002 Shares. Telegraph is an indirect, majority-owned subsidiary of Cruden Investments and a direct, wholly-owned subsidiary of Queensland Press Pty. Limited.
- 13 -
As of November 3, 2004, Harris Trust was the beneficial owner of 627,443,403 Shares, constituting approximately 29.9% of the total number of outstanding Shares at such date. Of the 627,443,403 Shares beneficially owned by Harris Trust, 609,997,069 of such Shares are also beneficially owned by Cruden Investments (of which 319,588,002 Shares are also beneficially owned by Telegraph as described above) and 17,446,334 are also beneficially owned by Kayarem. Cruden Investments, Kayarem and Telegraph share with Harris Trust the powers to vote and to dispose or direct the vote and disposition of such Shares. Harris Trust is an Australian trust whose trustees are Secure and Safeguard. Kayarem is a direct, wholly-owned subsidiary of Harris Trust.
As of November 3, 2004, Secure was the beneficial owner of 627,443,403 Shares, constituting approximately 29.9% of the total number of outstanding Shares at such date. Of the 627,443,403 Shares beneficially owned by Secure, 609,997,069 of such Shares are also beneficially owned by Cruden Investments (of which 319,588,002 Shares are also beneficially owned by Telegraph as described above) and 17,446,334 are also beneficially owned by Kayarem. Cruden Investments, Kayarem and Telegraph share with Secure the powers to vote and to dispose or direct the vote and disposition of such Shares. Secure is an Australian company and acts as one of the two trustees of Harris Trust.
As of November 3, 2004, Safeguard was the beneficial owner of 627,443,403 Shares, constituting approximately 29.9% of the total number of outstanding Shares at such date. Of the 627,443,403 Shares beneficially owned by Safeguard, 609,997,069 of such Shares are also beneficially owned by Cruden Investments (of which 319,588,002 Shares are also beneficially owned by Telegraph as described above) and 17,446,334 are also beneficially owned by Kayarem. Cruden Investments, Kayarem and Telegraph share with Safeguard the powers to vote and to dispose or direct the vote and disposition of such Shares. Safeguard is an Australian company and a direct, wholly-owned subsidiary of Secure.
As of November 3, 2004, K. Rupert Murdoch was the beneficial owner of 627,452,056 Shares, constituting approximately 29.9% of the total number of outstanding Shares at such date. Of the 627,452,056 Shares beneficially owned by K. Rupert Murdoch, 609,997,069 of such Shares are also beneficially owned by Cruden Investments (of which 319,588,002 Shares are also beneficially owned by Telegraph as described above) and 17,446,334 are also beneficially owned by Kayarem. Cruden Investments, Kayarem and Telegraph share with K. Rupert Murdoch the powers to vote and to dispose or direct the vote and disposition of such Shares. As a result of Mr. Murdoch’s ownership, together with members of his family and various corporations and trusts, of Cruden Investments, as well as Mr. Murdoch’s ability to appoint certain members of the boards of directors of Secure and Safeguard, the two corporate trustees of the Harris Trust, Mr. Murdoch may be deemed the beneficial owner of the Shares beneficially owned by the Harris Trust. Mr. Murdoch, however, disclaims any beneficial ownership of such Shares.
| Item 5. |
Ownership of Five Percent or Less of a Class:
Not Applicable. |
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| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable. |
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| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
Not Applicable. | |||||||||
| Item 8. |
Identification and Classification of Members of the Group:
Not Applicable. |
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| Item 9. |
Notice of Dissolution of Group:
Not Applicable. |
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| Item 10. |
Certification:
Not Applicable. |
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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: November 3, 2004 |
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| CRUDEN INVESTMENTS AUSTRALIA PTY. LIMITED | ||||
| By: |
/s/ John Mannix | |||
| Name: |
John Mannix | |||
| Title: |
Director | |||
| Dated: November 3, 2004 |
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| TELEGRAPH INVESTMENT AUSTRALIA PTY. LTD. | ||||
| By: |
/s/ Jeremy Harris | |||
| Name: |
Jeremy Harris | |||
| Title: |
Director | |||
| Dated: November 3, 2004 |
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| KAYAREM AUSTRALIA PTY. LTD. | ||||
| By: |
/s/ John Mannix | |||
| Name: |
John Mannix | |||
| Title: |
Director | |||
| Dated: November 3, 2004 |
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| SECURE NOMINEES PTY. LIMITED as Trustee for the AE HARRIS TRUST | ||||
| By: |
/s/ Arthur M. Siskind | |||
| Name: |
Arthur M. Siskind | |||
| Title: |
Director | |||
| Dated: November 3, 2004 |
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| SAFEGUARD NOMINEES PTY. LIMITED as Trustee for the AE HARRIS TRUST | ||||
| By: |
/s/ Arthur M. Siskind | |||
| Name: |
Arthur M. Siskind | |||
| Title: |
Director | |||
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| Dated: November 3, 2004 |
||||
| SECURE NOMINEES PTY. LIMITED | ||||
| By: |
/s/ Arthur M. Siskind | |||
| Name: |
Arthur M. Siskind | |||
| Title: |
Director | |||
| Dated: November 3, 2004 |
||||
| SAFEGUARD NOMINEES PTY. LIMITED | ||||
| By: |
/s/ Arthur M. Siskind | |||
| Name: |
Arthur M. Siskind | |||
| Title: |
Director | |||
| Dated: November 3, 2004 |
||||
| Name: |
* | |||
| K. Rupert Murdoch | ||||
| *By: |
/s/ Arthur M. Siskind | |
| Arthur M. Siskind | ||
| Attorney-in-Fact |
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