MURDOCH TO SELL 20% OF U.S. HOLDINGS.

Byline: Dave McNary Daily News Staff Writer

Rupert Murdoch asked investors Monday to pony up $4 billion in exchange for owning a stake in the Dodgers, ``The X-Files'' and the rest of his U.S. sports and entertainment holdings.

Murdoch's News Corp. announced it would sell up to 20 percent of the American assets - including the Dodgers, 20th Century Fox and the Fox Networks - to the public in a stock offering. The assets, to be called Fox Group, are worth between $15 billion and $20 billion and generate about half of News Corp.'s revenues.

Pricing of the offering was not disclosed but News Corp. plans to complete it by the end of the year.

Analysts said the move makes sense for the acquisition-minded Murdoch, who controls 31 percent of News Corp., because he can gain access to additional funds without surrendering significant control over his conglomerate. News Corp.'s other key assets are in publishing, including the London Times, the New York Post and HarperCollins books, and a wide array of television networks.

``It doesn't take a rocket scientist to figure out that these assets are worth more if they're separated out,'' said Bishop Cheen, an analyst with First Union Capital Markets. ``There's a lot of value that's lost by being part of the huge umbrella. At the end of the day, the value of the assets is in the eye of the beholder.''

Currently, U.S. investors can invest in Australia-based News Corp. by purchasing American Depository Receipts. But those shares have long traded at much lower price-earnings comparisons than rivals such as Walt Disney Co., Time Warner Inc. and Viacom Inc. because of uncertainty over how to value News Corp. The conglomerate uses Australian accounting standards, which are far looser than American rules.

``It's always difficult to figure out what's going on at News Corp.,'' said Barry Hyman of Ehrenkrantz Nussbaum and King. ``It's been a mishmash of assets, but with this offering, there will be a clear understanding of what's there.''

Wall Street immediately endorsed the deal, with News Corp.'s ADRs rising 3 9/16 to 33 1/16. Those ADRs are now up 72 percent over the past year, lifted by speculation in recent weeks that Murdoch would create a separate stock by splitting entertainment and publishing. It has also been helped by the bull market, positive reaction to the company's $2 billion sale of TV Guide, optimism about Murdoch's strategy and strong performance by the Paramount/Fox blockbuster ``Titanic.''

Even with the gains, the stock has not been fairly valued, according to Steve Cesinger, an analyst with Greit & Co. in Los Angeles. ``This is an excellent time to raise financing with the market at an all-time high,'' he added. ``Who knows what the markets will look like nine months from now?''

News Corp. said the funds would be used for general corporate purposes, including stock buybacks and debt reduction, but most analysts expect the funds will be employed in still more deals. ``Having the stock makes it much easier to do more transactions rather than using debt or cash,'' Hyman said.

The move is the latest in the ongoing evolution of News Corp., which has transformed itself in four decades from being largely a purveyor of low-brow tabloids to an entity with a chance to become the dominant player in global media programming and distribution.

Murdoch's involvement in the U.S. media business dates back to 1985, when he bought 20th Century Fox from Marvin Davis in two deals for $575 million. He launched the Fox network in 1987 with ``Married . . . With Children'' and ``The Tracy Ullman Show.''

Murdoch's empire nearly collapsed in 1990 due to his massive debt load but survived following a refinancing and moratorium on acquisitions. He made his first move into U.S. sports in 1993 when he outbid CBS for pro football broadcast rights, launched a sports network in 1996 to take on ESPN, then bought the Dodgers in March.

In a reflection of Murdoch's bottom-line mentality, the Dodgers are nearly unrecognizable from last season with the team's best player, manager and top operations executive all gone and advertising expanding throughout the park. Cesinger said there is little chance that Dodger fans will wind up owning much of the new stock, noting, ``The investors will be mostly institutions.''

Some observers said they were surprised by the move since it will open Murdoch's operations to a much higher degree of scrutiny. ``I think he's opening a window that he'd just as soon stayed closed,'' said Denver sports consultant Dean Bonham.

In addition to the Dodgers and the Los Angeles-based Fox Network and movie studio, Fox Group will also own 22 TV stations, interests in five pay-cable TV networks and parts of the New York Rangers and Knicks teams. It has agreed to buy 40 percent of the new Staples Center arena in downtown Los Angeles and has options to buy 40 percent of the Los Angeles Kings and 10 percent of the Los Angeles Lakers.