Twenty-First Century Fox 2006 Annual Report Download - page 94

News Corporation
Notes totheConsolidated Financial Statements (CONTINUED)
As of June 30, 2006, there were approximately 56,000 holders of record of shares of Class ACommon Stock and 1,700
holders of record of Class BCommon Stock.
In the event of aliquidation or dissolution of the Company, or aportion thereof, holders of Class ACommon Stock
and Class BCommon Stock shall be entitled to receive all of the remaining assets of the Company available for distribution
to its stockholders, ratably in proportion to the number of shares held by Class ACommon Stock stockholders and Class B
Common Stock stockholders, respectively. In the event of any merger or consolidation with or into another entity, the
holders of Class ACommon Stock and the holders of Class BCommon Stock shall be entitled to receive substantially
identical per share consideration.
Stockholder Rights Plan
In fiscal 2005 the Board adopted a stockholder rights plan (the “Rights Plan”).
Under the Rights Plan, each stockholder of record received adistribution of one right for each share of voting and
non-voting common stock of the Company (the “Rights”).
Initially, the Rights will be represented by the Company’s common stock certificates, will not be traded separately from
the common stock and will not be exercisable.
The Rights will become exercisable only if aperson or group obtains ownership (defined to include stock which aper-
son has the right to acquire, regardless of whether such rightis subject tothepassage of time or the satisfaction of
conditions), or announces a tender offer that would result in ownership of 15% or more of the Company’s voting common
stock, at which time each Rightwould enable the holderofsuch Righttobuyadditional stock of the Company. Following
the acquisition of 15% or moreofthe Company’s voting common stock, the holders of Rights (other than the acquiring
person or group) will be entitled to purchase from the Company shares of the Company’s voting or non-voting common
stock, as applicable, at half price, and in the event of asubsequent merger or other acquisition of the Company, to buy
shares of common stock of the acquiring entity at half price. The Rights Plan grandfathered holdings of voting common
stock and disclosed contracts permitting the acquisition of voting common stock in each case that existed at the time the
Right Plan was adopted, including the then existingholdings of the Murdoch family and affiliated entities and Liberty
Media Corporation (“Liberty”), but any additional acquisitions (subject toa1%cushion granted to all exempt holders) by
the Murdoch family and its affiliated entities or by Liberty and its affiliated entities would trigger the Rights. On August 10,
2005, the Company announced that the Board of Directors determined to extend the expiration date of the Rights Plan for
an additional two-year period, expiring in November 2007. Each Right permitstheholder to spend $80 for the purchases
described above. On April 13, 2006, the Company agreed to a settlement of alawsuit regarding the extension of its stock-
holder rights plan. On August 8, 2006, the Company announced that, in accordance with the terms of the settlement of a
lawsuit regarding the Company’s stockholder rights plan, the Board approved the adoption of an Amended and Restated
Rights Plan, extending the term of the Company’s existing stockholder rights plan from November 7, 2007 to October 20,
2008. (See Note 15 Commitments and Contingencies for more information on the settlement and Note 24 for more
information on the Amended and Restated Rights Plan).
Stock Repurchase Program
In June2005, the Company announced astock repurchase program under which the Company is authorized to acquire
from timeto time up to an aggregate of $3 billion in Class ACommon Stock and Class BCommon Stock. In May 2006, the
Company announced that the Board had authorized increasing the total amount of the stock repurchase program to $6
billion. The Company repurchased approximately 125 million andapproximately 30 million shares during the year ended
June 30, 2006 and 2005, respectively. The remaining authorized amount at June 30, 2006, excluding commissions under
the Company’s stock repurchase program is approximately $3,442 million.
The repurchases will be made through open market transactions. The timing of such transactions and class of shares
purchased will depend on a variety of factors, including market conditions. The program is expected to be completed
within two years. The Company expects that the numberof shares of Class ACommon Stock and Class BCommon Stock
subject totherepurchase will be approximately equal, but the timing of such transactions and class of shares purchased will
depend on a variety of factors, including market conditions. The program may be suspended or discontinued at any time.
Dividends
The total dividends declared related to fiscal 2006 results were $0.12 per share of Class ACommon Stock and $0.10 per
share of Class BCommon Stock. In August 2006, the Company declared the final dividend on fiscal 2006 results of $0.06
per shareforClass ACommon Stock and $0.05 per shareforClass BCommon Stock. This together with theinterim divi-
dend of $0.06 per shareof Class ACommon Stock and a dividend of $0.05 per shareof Class BCommon Stock constitute
the total dividend relating to fiscal 2006.
For the years ended June 30, 2006 2005 2004
Cash dividends paid per share
Class A $0.13 $0.10 $0.10
Class B $0.13 $0.04 $0.04
94 NEWS CORPORATION