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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
NEW WORLD COMMUNICATIONS GROUP INCORPORATED
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(Name of Issuer)
Class A Common Stock, $.01 Par Value
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(Title of Class of Securities)
64927A103
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(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
399 Park Avenue
New York, New York 10022
(212) 872-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 21, 1996
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / / . (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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 disclosure
provided in a prior cover page.
The information required on 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).
Continued on following page(s)
Page 1 of 10 Pages
Exhibit Index: Page 9
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SCHEDULE 13D
CUSIP NO. 64927A103 PAGE 2 OF 10 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEORGE SOROS (in his capacity as sole proprietor of
SOROS FUND MANAGEMENT)
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. / /
3 SEC Use Only
4 Source of Funds*
Not Applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
UNITED STATES
7 Sole Voting Power
Number of 900,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 900,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
900,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented By Amount in Row (11)
3.14%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PAGE 3 OF 10 PAGES
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 4 to Schedule 13D relates to the Class A Common
Stock, $0.01 par value (the "Shares"), of New World Communications Group
Incorporated (the "Issuer"). This Amendment No. 4 amends the initial statement
on Schedule 13D dated January 23, 1995 and all subsequent amendments thereto
(collectively, the "Initial Statement"). The address of the principal executive
office of the Issuer is 3200 Windy Hill Road, Suite 1100-West, Marietta,
Georgia 30067. This Amendment No. 4 is being filed by the Reporting Person (as
defined herein) to report the recent disposition of Shares for the account of
Quantum Partners LDC, a Cayman Islands exempted limited duration company
("Quantum Partners"), as a result of which the Reporting Person no longer may
be deemed the beneficial owner of more than 5% of the outstanding Shares. This
Amendment No. 4 amends, restates, and replaces all previous filings on Schedule
13D as it is the first Schedule 13D to be filed on EDGAR.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed on behalf of Mr. George Soros (the
"Reporting Person") in his capacity as the sole proprietor of an investment
advisory firm conducting business under the name Soros Fund Management ("SFM").
This statement relates to Shares held for the account of Quantum Partners, which
has granted investment discretion to SFM pursuant to an investment advisory
contract. Quantum Partners has its principal office at Kaya Flamboyan 9,
Curacao, Netherlands Antilles.
SFM is a sole proprietorship of which the Reporting Person is the
sole proprietor. SFM has its principal office at 888 Seventh Avenue, 33rd
Floor, New York, New York 10106. Its sole business is to serve, pursuant to
contract, as the principal investment manager to several foreign investment
companies, including Quantum Partners. SFM's contract with Quantum Partners
(the "SFM Contract") provides that SFM is responsible for designing and
implementing Quantum Partners' overall investment strategy; for conducting
direct portfolio management strategies to the extent that SFM determines that
it is appropriate to utilize its own portfolio management capabilities; for
selecting, evaluating and monitoring other investment advisors who manage
separate portfolios on behalf of Quantum Partners; and for allocating and
reallocating the Quantum Partners' assets among the outside managers and
itself.
The principal occupation of the Reporting Person, a United States
citizen, is his direction of the activities of SFM, which is carried out in his
capacity as the sole proprietor of SFM at SFM's principal office. Information
concerning the identity and background of the Managing Directors of SFM is set
forth in Annex A hereto and incorporated by reference in response to this Item
2.
Pursuant to regulations promulgated under Section 13(d) of the Act,
the Reporting Person (as the sole proprietor and the person ultimately in
control of SFM) may be deemed a beneficial owner of securities, including the
Shares, held for the account of Quantum Partners as a result of the contractual
authority of SFM to exercise voting and despositive power with respect to such
securities.
During the past five years, none of the Reporting Person, Quantum
Partners and, to the best of the Reporting Person's knowledge, any other person
identified in response to this Item 2 has been (a) convicted in a criminal
proceeding, or (b) a party to any civil proceeding as a result of which he has
been subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such laws.
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PAGE 4 OF 10 PAGES
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Shares held for the account of Quantum Partners may be held
through margin accounts maintained with brokers, which extend margin credit as
and when required to open or carry positions in their respective margin
accounts, subject to applicable federal margin regulations, stock exchange
rules and such firm's credit policies. The positions held in the margin
accounts, including the Shares, are pledged as collateral security for the
repayment of debit balances in the respective accounts.
ITEM 4. PURPOSE OF TRANSACTION.
All of the Shares reported herein as having been acquired for or
disposed of from the account of Quantum Partners were acquired or disposed of
for investment purposes. Neither the Reporting Person nor, to the best of his
knowledge, any of the other individuals identified in response to Item 2, has
any plans or proposals that relate to or would result in any change in the
business, policies, management, structure or capitalization of the Issuer. The
Reporting Person reserves the right to acquire additional securities of the
Issuer, to dispose of such securities at any time or to formulate other
purposes, plans or proposals regarding the Issuer or any of its securities, to
the extent deemed advisable in light of its general investment and trading
policies, market conditions or other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of Shares of which the Reporting
Person may be deemed the beneficial owner is 900,000 Shares (approximately
3.14% of the total number of Shares outstanding).
(b) Pursuant to the terms of the SFM Contract, the
Reporting Person may be deemed to have sole power to direct the voting and
disposition of the 900,000 Shares held for the account of Quantum Partners.
(c) A schedule identifying all transactions in the Shares
effected for the account of Quantum Partners since March 29, 1996 (60 days prior
to the date hereof) is included as Annex B hereto and is incorporated by
reference in response to this Item 5(c). Except for the transactions listed in
Annex B, there have been no transactions effected with respect to the Shares
since March 29, 1996 (60 days prior to the date hereof) by the Reporting Person.
(d) The shareholders of Quantum Partners have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
securities, including the Shares, held for the account of Quantum Partners in
accordance with their ownership interests in Quantum Partners.
(e) The Reporting Person ceased to be the beneficial owner
of more than 5% of the outstanding Shares on May 21, 1996.
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PAGE 5 OF 10 PAGES
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Person does not have any contracts, arrangements,
understandings or relationships with respect to any securities of the Issuer.
From time to time, the Reporting Person and/or Quantum Partners may lend
portfolio securities to brokers, banks or other financial institutions. These
loans typically obligate the borrower to return the securities, or an equal
amount of securities of the same class to the lender and typically provide that
the borrower is entitled to exercise voting rights and to retain dividends
during the term of the loan.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Power of Attorney dated April 16, 1996 granted by Mr.
George Soros in favor of Mr. Sean C. Warren.
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PAGE 6 OF 10 PAGES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: May 28, 1996 GEORGE SOROS
By: /s/ Sean C. Warren
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Sean C. Warren
Attorney-in-Fact
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PAGE 7 OF 10 PAGES
ANNEX A
The following is a list of all of the persons who serve as Managing
Directors of Soros Fund Management ("SFM"):
Scott K. H. Bessent
Walter Burlock
Stanley Druckenmiller
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Robert K. Jermain
David N. Kowitz
Elizabeth Larson
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
Sean C. Warren
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM, and each has a business
address c/o Soros Fund Management, 888 Seventh Avenue, New York, New York 10106.
During the past five years, none of the above-listed persons has been (i)
convicted in a criminal proceeding, or (ii) a party to any civil proceeding as a
result of which any such persons has been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any violations with
respect to such laws.
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PAGE 8 OF 10 PAGES
ANNEX B
RECENT TRANSACTIONS IN THE CLASS A COMMON STOCK OF
NEW WORLD COMMUNICATIONS GROUP INCORPORATED
<TABLE>
<CAPTION>
Nature of
For the Account of Date of Transaction Transaction Number of Shares Price Per Share
------------------ ------------------- ----------- ---------------- ---------------
<S> <C> <C> <C> <C>
Quantum Partners LDC(1) 5/16/96 Sale 25,000 $17.136
5/16/96 Sale 58,900 17.136
5/17/96 Sale 50,000 17.000
5/17/96 Sale 19,700 16.819
5/20/96 Sale 12,900 16.601
5/20/96 Sale 13,100 16.602
5/20/96 Sale 25,000 16.625
5/20/96 Sale 8,500 16.602
5/21/96 Sale 50,000 16.673
5/21/96 Sale 50,000 16.625
5/22/96 Sale 51,900 17.375
5/22/96 Sale 48,100 17.375
5/22/96 Sale 162,900 17.286
5/22/96 Sale 12,100 17.285
5/22/96 Sale 25,000 18.000
5/22/96 Sale 7,000 18.137
5/22/96 Sale 130,900 17.252
5/22/96 Sale 69,100 17.252
5/23/96 Sale 150,000 17.583
5/23/96 Sale 50,000 17.750
5/23/96 Sale 234,000 17.704
5/23/96 Sale 350,000 17.571
5/24/96 Sale 75,000 17.125
5/24/96 Sale 35,000 17.196
5/28/96 Sale 9,000 17.338
5/28/96 Sale 70,000 17.125
</TABLE>
_____________________
1 Transactions effected at the direction of SFM.
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PAGE 9 OF 10 PAGES
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
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<S> <C> <C>
A Power of Attorney dated April 16, 1996 granted by Mr. George
Soros in favor of Mr. Sean Warren 10
</TABLE>
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PAGE 10 OF 10 PAGES
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and
appoint SEAN C. WARREN as my agent and attorney in fact for the purpose of
executing in my name, in my personal capacity or in my capacity as sole
proprietor of Soros Fund Management all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or delivered
to any foreign or domestic governmental or regulatory body or required or
requested by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or disposition of
securities or other investments, and any other documents relating or ancillary
thereto, including but not limited to, all documents relating to filings with
the United States Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and
the rules and regulations promulgated thereunder, including: (1) all documents
relating to the beneficial ownership of securities required to be filed with the
SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without
limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and
any amendments thereto, (b) any joint filing agreements pursuant to Rule
13d-1(f) and (c) any initial statements of, or statements of changes in,
beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any
information statements on Form 13F required to be filed with the SEC pursuant to
Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument this 16th of April, 1996.
/s/ George Soros
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GEORGE SOROS
