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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20479
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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) January 22, 1997
New World Television Incorporated
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(Exact name of registrant as specified in its charter)
Delaware 33-64546 59-2813891
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
3200 Windy Hill Road, Suite 1100-West, Atlanta, Georgia 30339
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(Address of principal executive offices) (Zip Code)
(770) 995-0045
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Registrant's telephone number, including area code
Not applicable
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(Former name or former address, if changed since last report)
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1. CHANGES IN CONTROL OF REGISTRANT.
New World Television Incorporated, a Delaware corporation ("Registrant"),
is a wholly owned subsidiary of New World Communications Group Incorporated, a
Delaware corporation ("New World").
On January 22, 1997, a special meeting (the "Special Meeting") of
stockholders of New World was held. At the Special Meeting, the Agreement and
Plan of Merger dated as of September 24, 1996 (the "Merger Agreement"), by and
among New World, The News Corporation Limited, a South Australia corporation
("News Corp."), Fox Television Stations, Inc., a Delaware corporation in which
News Corp. has an indirect interest ("Fox"), and Fox Acquisition Co., Inc., a
Delaware corporation and a wholly owned subsidiary of Fox ("Merger Sub"), was
approved. Immediately following the Special Meeting, the transactions
contemplated by the Merger Agreement were consummated, including the merger of
Merger Sub with and into New World and a stock purchase pursuant to the Stock
Purchase Agreement dated as of September 24, 1996 (the "Stock Purchase
Agreement"), by and among News Corp., Fox and NWCG (Parent) Holdings
Corporation, a Delaware Corporation ("Parent").
Pursuant to the Merger Agreement, (a) each issued and outstanding share of
New World's Class A Common Stock, par value $.01 per share (the "Class A Common
Stock") (other than any shares owned, directly or indirectly, by News Corp. or
any News Corp. Subsidiary (as such term is defined in the Merger Agreement)),
was converted into the right to receive 1.45 American Depositary Shares of News
Corp. ("ADSs"), each of which represents four fully paid and non-assessable
Preferred Limited Voting Ordinary Shares of A$.50 of News Corp., and (b) each
issued and outstanding share of New World's Class B Common Stock, par value $.01
per share (other than any shares owned, directly or indirectly, by News Corp. or
any News Corp. Subsidiary), was converted into the right to receive 1.45 ADSs.
Pursuant to the Stock Purchase Agreement, Fox purchased from Parent 2,682,236
shares of Class A Common Stock owned by Parent and all of the outstanding shares
of capital stock of NWCG Holdings Corporation, a Delaware corporation and a
wholly owned subsidiary of Parent ("Holdings").
Prior to the consummation of the transactions contemplated by the Merger
Agreement and the Stock Purchase Agreement, Registrant was an affiliate of Mafco
Holdings Inc., a Delaware corporation which is wholly owned by Mr. Ronald O.
Perelman, the former Chairman of the Board of New World. As a result of the
consummation of the transactions contemplated by the Merger Agreement and the
Stock Purchase Agreement, Fox has acquired all of the shares of common stock of
New World (other than any shares previously owned, directly or indirectly, by
News Corp. or any News Corp. Subsidiary) and New World has become a subsidiary
of Fox.
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5. OTHER EVENTS.
On January 22, 1997, News Corp. issued a press release announcing the
consummation of the transactions contemplated by the Merger Agreement and the
Stock Purchase Agreement, 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
(c) The following item is filed with this report:
EXHIBIT NO. DESCRIPTION
99.1 Announcement of The News Corporation Limited dated
January 22, 1997
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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.
New World Television Incorporated
(Registrant)
Date: February 5, 1997 By: /s/ Jay Izkowittz
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Jay Itzkowitz
Senior Vice President
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EXHIBIT 99.1
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FROM: THE NEWS CORPORATION LIMITED
1211 AVENUE OF THE AMERICAS
NEW YORK, NY 10036
Contacts: Mark Valenta
212/852-7070
Jim Platt
212/852-7083
NEWS CORPORATION COMPLETES
ACQUISITION OF NEW WORLD COMMUNICATIONS
New York, January 22, 1996 -- The News Corporation Limited today announced that
Fox Television Stations, Inc. has completed its acquisition, through a merger
and stock purchase transaction, of New World Communications Group Incorporated.
News Corporation formerly owned 20 percent of New World. The acquisition, which
was previously announced in July 1996, followed the approval of the acquisition
by New World's Shareholders at a special meeting held today in New York.
In completing the transaction, News Corp. issued 1.45 of its preferred
limited voting ADRs (each of which represents four Preferred Limited Voting
Ordinary Shares of News Corporation) for each outstanding share of Class A and
Class B New World Common Stock. The total number of such ADRs, which trade
under the symbol "NWSpr" on the New York Stock Exchange, expected to be issued
by News Corp. In conjunction with this acquisition will equal approximately
114.9 million ADRs, of which in excess of approximately 90.4 million have been
issued.
With the acquisition of the 10 television stations that comprised the New
World Television Station Group, the Fox Television Station Group is now
comprised of 22 owned and operated stations, nine of which are in the top ten
U.S. markets. In terms of overall coverage, the Fox Television Station Group
now reaches 40% of the United States (almost
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35% under FCC regulations) and is the largest owner and operator of television
stations in the United States.
New World's television programming library and its production arm, New
World Entertainment, will be integrated into News Corp.'s Twentieth Television
and Twentieth Century Fox Television units.
"With this acquisition, we have strengthened our position as the world's
most vertically integrated media company by adding to both our content creation
and distribution capabilities at the same time," said Rupert Murdoch, Chairman
and Chief Executive of News Corporation.
The News Corporation Limited (NYSE: NWS, NWSpr, ASX: NCP, NCPDP; LSE:
NEWCP) is one of the world's largest media companies with total assets as of 30
September 1996 of US$24.8 billion and total annual revenues of US$10 billion.
News Corp.'s global diversified operations include the production and
distribution of motion pictures and television programming; television,
satellite and cable broadcasting; the publication of newspapers, magazines,
books and promotional free-standing inserts; the development of digital
broadcasting; conditional access and subscription management systems; and
providing computer information services.
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