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Fox Entertainment Group Inc.
1211 Avenue of the Americas, New York, NY 10036 * (212) 852-7000

The company is one of the world's leading vertically integrated entertainment companies. The Company is principally engaged in the development, production and worldwide distribution of feature films and television programs, television broadcasting and cable network programming.

Primary Underwriting Group
ManagerTierPhone
Merrill Lynch & Co.Lead Manager (212) 449-4600
Allen & Company IncorporatedCo-manager (212) 339-2220
Bear, Stearns & Co. Inc.Co-manager (212) 272-4850
Donaldson, Lufkin & Jenrette Securities Corp.Co-manager (212) 371-0641
Goldman, Sachs & Co.Co-manager (212) 902-5959
J.P. Morgan Securities Inc.Co-manager (212) 648-0517
Morgan Stanley Dean Witter Discover & Co.Co-manager (212) 761-5900
Nationsbanc Montgomery Securities, Inc.Co-manager (415) 627-2100
Salomon Smith BarneyCo-manager (212) 723-7300

Offering Information
NYSE:FOX Service: SIC 4833
Type of Shares:Class A Common Shares Filing Date:8/14/98
U.S. Shares:124,800,000 Offer Date:11/10/98
Non-U.S. Shares:0 Filing Range:$21.00 - $24.00
Primary Shares:124,800,000 Offer Price:$22.50
Secondary Shares:0 Gross Spread:$0.90
Offering Amount: $2,808,000,000 Selling:$0.55
Expenses: - Reallowance:$0.10
Post-IPO Shares: -
Spin out parent firm: News Corp.
Employees:10000

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
6/30/98 6/30/98
Revenue:$7,023.00Assets:$12,360.00
Net Income:$176.00Curr Assets:
EPS:Liabilities:$8,419.00
Prior EPS:Curr Liab:
Cash Flow/Oper:$3,022.00Equity:$3,941.00
Cash Flow/Fin:$415.00Cash:$101.00
Cash Flow/Inv:-$3,592.00

Competition
As a diversified entertainment and media company with operations principally in the film, broadcast television and cable network programming businesses, the Company competes with other large diversified entertainment companies with substantial resources. The Company's businesses each compete, in varying degrees, with other leisure-time activities such as movie theaters, television, radio, print media, personal computers and other alternative sources of entertainment and information. In addition, future technological developments may affect competition within these businesses. Each of the film, broadcast television and cable network programming businesses are highly competitive. The Company competes with other film studios, independent production companies and others for the acquisition of artistic properties, the services of creative and technical personnel, exhibition outlets and the public's interest in its products. FOX directly competes for viewers and advertisers and, to a lesser extent, programming with ABC, NBC, CBS (collectively, the "Other Major Networks"), the WB and the UPN Network (collectively, with FOX and the Other Major Networks, the "Networks"). Each of the Other Major Networks broadcasts a greater number of hours of network programming than FOX and, accordingly, may be able to designate or change time periods in which programming is to be broadcast with greater flexibility than FOX. Further, each of the Other Major Networks has a greater number of affiliates with VHF signals, which are generally considered to be stronger affiliates in their markets and, therefore, more appealing to advertisers. Cable network programming services compete for distribution with other pay television programming services and, when distribution is obtained, compete for viewers and advertisers with broadcast television networks, radio and print media.

Use of Proceeds
The proceeds from the proposed offering will be used to repay indebtedness to News Corporation.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
News Corp.1.000.80
Note: Represents ownership of 5% or more prior to the offering.
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