SCHEDULE 13G
(Rule 13d-102)
Information to be Included In Statements Filed
Pursuant to Rules 13d-1(b), (c), and (d)
and Amendments Thereto Filed Pursuant to Rule 13d-2(b)
(Amendment No. 10)*
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 ("Act") 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).
CUSIP NO. 652487604 13G Page 2 of 8 Pages
1 Name Of Reporting Person
Cruden Investments Pty Limited
S.S. or I.R.S. Identification No. of Above Person - None
2 Check The Appropriate Box If A Member Of A Group (a)
(b) X
3 SEC Use Only
4 Citizenship Or Place Of Organization
Australia
5 Sole Voting Power
290,409,067
NUMBER OF
SHARES 6 Shared Voting Power
BENEFICIALLY
OWNED BY 316,523,049
EACH
REPORTING 7 Sole Dispositive Power
PERSON
WITH 290,409,067
8 Shared Dispositive Power
316,523,049
9 Aggregate Amount Beneficially Owned By Each Reporting Person
606,932,116 (of which 316,523,049 are owned by Telegraph Investment
Co. Pty. Ltd.)
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares
X
11 Percent Of Class Represented By Amount In Row (9)
29.0% (including approximately 15.1% owned by Telegraph Investment
Co. Pty. Ltd.
- See Item 4)
12 Type Of Reporting Person
CO
- 2-
CUSIP NO. 652487604 13G Page 3 of 8 Pages
1 Name Of Reporting Person
Telegraph Investment Co. Pty. Ltd.
S.S. or I.R.S. Identification No. of Above Person - None
2 Check The Appropriate Box If A Member Of A Group (a)
(b) X
3 SEC Use Only
4 Citizenship Or Place Of Organization
Australia
5 Sole Voting Power
- 0 -
NUMBER OF
SHARES 6 Shared Voting Power
BENEFICIALLY
OWNED BY 316,523,049
EACH
REPORTING 7 Sole Dispositive Power
PERSON
WITH - 0 -
8 Shared Dispositive Power
316,523,049
9 Aggregate Amount Beneficially Owned By Each Reporting Person
316,523,049
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)
15.1% - See Item 4
12 Type Of Reporting Person
CO
- 3 -
CUSIP NO. 652487604 Page 4 of 8 Pages
Item 1(a). Name of Issuer:
The News Corporation Limited (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices:
2 Holt Street
Surry Hills, NSW 2010
Australia
Item 2(a). Name of Person Filing: Item 2(b).Address of Principal Office,
or, If None, Residence:
Cruden Investments Pty. Level 2
Limited 306 Little Collins Street
GPO Box 4437 QQ
Melbourne VIC 3001
Telegraph Investments Co. Pty. Level 2
Ltd. 306 Little Collins Street
GPO Box 4437 QQ
Melbourne VIC 3001
Item 2(c). Citizenship or Place of Incorporation for each Reporting Person:
Cruden Investments Pty. Limited is incorporated under the laws of
Australia.
Telegraph Investments Co. Pty. Ltd. is incorporated under the laws of
Australia.
Item 2(d). Title of Class of Securities:
Ordinary Shares
Item 2(e). CUSIP Number:
652487604
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:
(a) {_} Broker or dealer registered under Section 15 of the Exchange Act.
(b) {_} Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) {_} Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) {_} Investment company registered under Section 8 of the Investment
Company Act.
(e) {_} An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) {_} An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) {_} A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) {_} A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
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CUSIP NO. 652487604 Page 5 of 8 Pages
(i) {_} A church plan that is excluded from the definition of an invest-
ment company under Section 3(c)(14) of the Investment Company Act.
(j) {_} Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. {_}
This statement relates to the beneficial ownership of securities of The
News Corporation Limited (the "Company") by Cruden Investments Pty Limited
("Cruden Investments") and its subsidiary, Telegraph Investment Co. Pty.
Ltd.("Telegraph"), and further amends the previously filed statements on
Schedule 13G.
Item 4. Ownership
Cruden Investments
(a) Amount Beneficially Owned:606,932,116 (of which 316,523,049 are
owned by Telegraph)
(b) Percent of Class: 29.0% (including
approximately 15.1% owned by Telegraph
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote: 290,409,067
(ii) shared power to vote or to direct the vote: 316,523,049
(iii) sole power to dispose or to direct the disposition of:
290,409,067
(iv) shared power to dispose or to direct the disposition of:
316,523,049
Telegraph
(a) Amount Beneficially Owned:316,523,049
(b) Percent of Class: 15.1%
(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: 316,523,049
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
316,523,049
As of December 31, 2002, Telegraph was the beneficial owner of 316,523,049
Ordinary Shares of the Company, ("Ordinary Shares"), constituting approximately
15.1% of the total number of outstanding Ordinary Shares at such date. Telegraph
shares with Cruden Investments the powers to vote and to dispose or direct the
disposition of such 316,523,049 Ordinary Shares. Telegraph is an indirect,
majority-owned subsidiary of Cruden Investments.
As of December 31, 2002, Cruden Investments was the beneficial owner of
606,932,116 Ordinary Shares, constituting approximately 29.0% of the total
- 5 -
CUSIP NO. 652487604 Page 6 of 8 Pages
number of outstanding Ordinary Shares at such date. Of the 606,932,116 Ordinary
Shares beneficially owned by Cruden Investments, 316,523,049 of such Shares are
also beneficially owned by Telegraph. Telegraph shares with Cruden Investments
the powers to vote and to dispose or direct the disposition of such Shares (see
preceding paragraph). 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. By virtue of Ordinary Shares owned by
corporations which are controlled by the trustees of settlements and trusts set
up for the benefit of the Murdoch family, certain charities and other persons,
and Mr. Murdoch's positions as Chairman and Chief Executive of the Company, Mr.
Murdoch may be deemed to control the operations of the Company. In addition to
the foregoing, a corporation, which is a shareholder of Cruden Investments and
which is controlled by the trustees of settlements and trusts set up for the
benefit of the Murdoch family, certain charities and other persons, is the
beneficial owner of 17,353,816 Ordinary Shares (approximately 1% of the total
thereof outstanding). Cruden Investments disclaims beneficial ownership of the
Ordinary Shares owned by such corporation.
The filing of this Schedule 13G by Cruden Investments and Telegraph shall
not be construed as an admission that such entities are subject to jurisdiction
under the Act.
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class
securities, check the following {_}
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent Holding Company:
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CUSIP NO. 652487604 Page 7 of 8 Pages
Not Applicable.
Item 8. Identification and Classification of Members of a Group:
Not Applicable.
Item 9. Notice of Dissolution of Group:
Not Applicable.
Item 10(a) and (b). Certification:
Not Applicable.
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CUSIP NO. 652487604 Page 8 of 8 Pages
SIGNATURES
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.
Date: February 14, 2003 CRUDEN INVESTMENTS PTY LIMITED
By:/s/ K. Rupert Murdoch
--------------------------
K. Rupert Murdoch, Director
Date: February 14, 2003 TELEGRAPH INVESTMENT CO. PTY. LTD.
By:/s/ Lachlan Keith Murdoch
--------------------------
Lachlan Keith Murdoch, Director