SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20479
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):
May 22, 1996
Andrews Group Incorporated
(Exact name of registrant as specified in its charter)
Delaware 0-9008 95-2683875
(State or other (Commission) (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
3200 Windy Hill Road, Suite 1100-West, Atlanta, Georgia 30339
(Address of principal executive offices) (Zip Code)
(770) 955-0045
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
New World Television Incorporated ("NWT"), a Delaware corporation
and a wholly owned subsidiary of New World Communications Group Incorporated
("NWCG"), NW Communications of San Diego Inc., a Delaware corporation and a
wholly owned subsidiary of NWT ("NWCSD"), and KNSD License, Inc., a Delaware
corporation and a wholly owned subsidiary of NWCSD (together with NWCSD, the
"KNSD Sellers"), and National Broadcasting Company, Inc. ("NBC") have entered
into an Asset Purchase Agreement dated May 22, 1996 (the "KNSD Asset Purchase
Agreement") pursuant to which NBC has agreed to purchase, and the KNSD Sellers
have agreed to sell, upon the terms and subject to the conditions set forth in
the KNSD Asset Purchase Agreement, substantially all of the assets of the KNSD
Sellers related to the ownership and operation of television station KNSD,
Channel 39, San Diego, California ("KNSD") for a purchase price of $225
million, subject to adjustment based on Net Working Capital (defined in the
KNSD Asset Purchase Agreement) as of the closing of such transaction.
NWC Acquisition Corporation, a Delaware corporation and a wholly
owned subsidiary of NWCG ("NWCAC"), New World WVTM Communications of Alabama,
Inc., an Alabama corporation and a wholly owned subsidiary of NWCAC ("WVTM
Communications"), WVTM Television, Inc., a Nevada corporation and a wholly
owned subsidiary of WVTM Communications ("WVTM Television"), and WVTM License,
Inc., a Nevada corporation and a wholly owned subsidiary of WVTM
Communications (together with WVTM Communications and WVTM Television, the
"WVTM Sellers"), and NBC have entered into an Asset Purchase Agreement dated
May 22, 1996 (the "WVTM Asset Purchase Agreement" and, together with the KNSD
Asset Purchase Agreement, the "Asset Purchase Agreements") pursuant to which
NBC has agreed to purchase, and the WVTM Sellers have agreed to sell, upon the
terms and subject to the conditions set forth in the WVTM Asset Purchase
Agreement, substantially all of the assets of the WVTM Sellers related to the
ownership and operation of television station WVTM, Channel 13, Birmingham,
Alabama ("WVTM") for a purchase price of $200 million, subject to adjustment
based on Net Working Capital (as defined in the WVTM Asset Purchase Agreement)
as of the closing of such transaction.
The transactions contemplated by the Asset Purchase Agreements are
subject to various closing conditions, including regulatory approvals . Copies
of the Asset Purchase Agreements are filed as exhibits hereto and are
incorporated herein by reference.
On May 22, 1996, NWCG issued a press release announcing the
transactions contemplated by the Asset Purchase Agreements, which is filed
herewith as an exhibit and incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
The following items are filed with this report:
EXHIBIT NO. DESCRIPTION
99.1 Asset Purchase Agreement dated May 22, 1996 by and among New World
Television Incorporated, NW Communications of San Diego, Inc.,
KNSD License, Inc. and National Broadcasting Company, Inc. (1)
99.2 Asset Purchase Agreement dated May 22, 1996 by and among NWC
Acquisition Corporation, New World WVTM Communications of
Alabama, Inc., WVTM Television, Inc., WVTM License, Inc. and
National Broadcasting Company, Inc. (1)
99.3 Press Release dated May 22, 1996 issued by New World Communications
Group Incorporated. (1)
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(1) Incorporated herein by reference to the identical exhibit filed as part
of the Form 8-K dated May 22, 1996 of New World Communications Group
Incorporated.
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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.
Andrews Group Incorporated
Date: June 5, 1996 By: /s/ Joseph P. Page
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Name: Joseph P. Page
Title: Executive Vice President and
Chief Financial Officer
