8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): March 15, 2019

 

 

Twenty-First Century Fox, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32352   26-0075658
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)

 

1211 Avenue of the Americas  
New York, New York   10036
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code 212-852-7000

Not Applicable

Former name or former address, if changed since last report

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


ITEM 8.01

OTHER EVENTS.

On March 15, 2019, Twenty-First Century Fox, Inc. (the “Company” or “21CF”) and The Walt Disney Company (“Disney”), in connection with Disney’s acquisition of 21CF (the “Acquisition”), announced the preliminary results of the elections made by 21CF stockholders regarding the form of consideration they wish to receive in exchange for their shares of 21CF common stock in the Acquisition in accordance with the Amended and Restated Agreement and Plan of Merger, dated as of June 20, 2018, by and among 21CF, Disney, TWDC Holdco 613 Corp., the holding company that will own both Disney and 21CF following the completion of the transactions contemplated thereby, and certain of Disney’s other subsidiaries. A copy of the joint press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

 

Exhibit
Number
  

Description

99.1   

Joint press release issued by Twenty-First Century Fox, Inc. and The Walt Disney Company, dated March 15, 2019.


EXHIBIT INDEX

 

Exhibit
Number
  

Description

99.1    Joint press release issued by Twenty-First Century Fox, Inc. and The Walt Disney Company, dated March 15, 2019


SIGNATURE

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.

 

    TWENTY-FIRST CENTURY FOX, INC.
Date: March 15, 2019    

By:

 

/s/ Janet Nova

     

Janet Nova

     

Executive Vice President and Deputy Group

General Counsel