<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 7, 1996
REGISTRATION NO. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NEW WORLD COMMUNICATIONS GROUP INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3743606
- ------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
3200 Windy Hill Road
Suite 1100 - West
Atlanta, Georgia 30339
----------------------------------------
(Address of Principal Executive Offices)
NEW WORLD COMMUNICATIONS GROUP INCORPORATED
1996 STOCK OPTION PLAN
----------------------
(Full Title of the Plan)
Gwen C. Wisler
3200 Windy Hill Road
Suite 1100 - West
Atlanta, Georgia 30339
-------------------------------------
(Name and Address of Agent for Service)
770-955-0045
-----------------------------------------------------------
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of registration
be registered registered (1) share price (2) fee (2)
(2)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $.01 per 5,600,000 shares $ 16 1/8 $ 90,300,000 $ 31,138
share
- --------------------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, this registration statement also covers an
indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions as provided in the New World Communications Group Incorporated 1996
Stock Option Plan.
(2) Pursuant to Rule 457(h)(1), these figures are based upon the average of the high ($16 1/8) and low ($16)
prices paid for a share of the Company's Class A Common Stock on June 4, 1996, as reported by the Nasdaq National
Market, and are used solely for the purpose of calculating the registration fee.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The undersigned registrant ("Registrant") hereby incorporates
by reference into this registration statement a copy of the following:
<TABLE>
<S> <C>
(a) The Registrant's annual report on Form 10-K for the fiscal year ended December 31, 1995;
(b) The Registrant's quarterly report on Form 10-Q for the quarter ended March 31, 1996; and
(c) The Registrant's current report on Form 8-K dated as of May 22, 1996; and
(d) The description of the Registrant's Class A Common Stock ("Common Stock") contained in a
Registration Statement filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any amendment or report filed for the purpose of updating such
description.
</TABLE>
In addition, all documents filed subsequent to the date of
this registration statement by the undersigned Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Act, and prior to the filing of a
post-effective amendment hereto, which either indicates that all shares of
Common Stock offered hereby have been sold or deregisters any shares of such
Common Stock then remaining unsold, shall be deemed to have been incorporated
by reference into this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of Title 8 of the General Corporation Law of the
State of Delaware ("DGCL") gives a corporation power to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with
<PAGE> 3
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Section 145 also gives a corporation power
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper. Also, Section 145 states that, to the extent that a
director, officer, employee or agent of a corporation has been successful on
the merits or otherwise in defense of any such action, suit or proceeding, or
in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection therewith.
The Registrant's Amended and Restated Certificate of
Incorporation provides that to the fullest extent permitted under the DGCL or
any other applicable law, no director shall be personally liable to the
Registrant or its stockholders for or with respect to any acts or omissions in
the performance of his or her duties as a director.
The Registrant's Amended and Restated By-Laws provide in part:
Each person who was or is made a party or is threatened to be
made a party to or is involved in any action, suit, or proceeding,
whether civil, criminal, administrative or investigative (hereinafter
a "proceeding"), by reason of the fact that he or she or a person of
whom he or she is the legal representative is or was a director or
officer of the Corporation on or after March 4, 1993 or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to
employee benefit plans maintained or sponsored by the Corporation, on
or after March 4, 1993, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the
General Corporation Law of the State of Delaware as the same exists or
may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the Corporation
to provide prior to such amendment), against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith
and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators; provided,
however, that except as provided in Section 3 of this Article, the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such
person only if such proceeding (or part thereof) was authorized by the
Board of Directors.
II-3
<PAGE> 4
The By-Laws also provide that the right to indemnification
includes the right to be paid by the Registrant the expenses incurred in
defending any such proceeding in advance of its final disposition.
The Registrant has an insurance policy covering its
liabilities and expenses which might arise in connection with its lawful
indemnification of its directors and officers for certain of their liabilities
and expenses and also covering its officers and directors against certain other
liabilities and expenses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
4.1 Amended and Restated Certificate of Incorporation (incorporated by reference from
Exhibit 2 to the Registration Statement on Form 8-A of the Registrant, dated March 8,
1994, with respect to the Common Stock (the "Form 8-A")).
4.2 Amended and Restated By-Laws (incorporated by reference from Exhibit 3 to the Form 8-
A).
4.3 New World Communications Group Incorporated 1996 Stock Option Plan (incorporated by
reference from the 1996 Proxy Statement of the Registrant).
5 Opinion of Troutman Sanders LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Troutman Sanders LLP (contained in opinion filed in Exhibit 5).
24 Powers of Attorney.
</TABLE>
Exhibits listed above which have heretofore been filed with the
Securities and Exchange Commission (the "Commission") and which were
incorporated as noted above are hereby incorporated herein by reference and
made a part hereof with the same effect as if filed herewith.
ITEM 9. UNDERTAKINGS.
(a) Rule 415 offerings. The undersigned Registrant hereby
undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
II-4
<PAGE> 5
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any
facts or events arising after the effective
date of the registration statement (or the
most recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar value
of securities offered would not exceed that
which was registered) and any deviation from
the low or high and of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no
more than a 20 percent change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) Filings incorporating subsequent Exchange Act
documents by reference. The undersigned registrant hereby
undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Filing of registration statement on Form S-8.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant
II-5
<PAGE> 6
pursuant to the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
Remainder of page intentionally left blank.
II-6
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on this 6th day of
June, 1996.
NEW WORLD COMMUNICATIONS GROUP
INCORPORATED
By: /s/ William C. Bevins
--------------------------------
William C. Bevins
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman of the Board and June , 1996
---------------------------------------------- Director
Ronald O. Perelman
/s/ William C. Bevins Director and Chief Executive June 6, 1996
---------------------------------------------- Officer
William C. Bevins
Director, President and Chief June , 1996
---------------------------------------------- Operating Officer
Arthur H. Bilger
* Executive Vice President and June 6, 1996
---------------------------------------------- Chief Financial Officer
Joseph P. Page
/s/ Gwen C. Wisler Vice President and Chief June 6, 1996
---------------------------------------------- Accounting Officer
Gwen C. Wisler
* Director June 4, 1996
----------------------------------------------
David N. Dinkins
* Director June 6, 1996
----------------------------------------------
Irwin Engelman
Director June , 1996
----------------------------------------------
Meyer Feldberg
* Director June 4, 1996
----------------------------------------------
Howard Gittis
</TABLE>
II-7
<PAGE> 8
SIGNATURES
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director June 6, 1996
----------------------------------------------
Lee A. Iacocca
* Director June 4, 1996
----------------------------------------------
Howard S. Marks
* Director June 4, 1996
----------------------------------------------
David A. Ramon
* Director June 4, 1996
----------------------------------------------
James D. Robinson III
* Director June 4, 1996
----------------------------------------------
Marc J. Rowan
*By: /s/ Gwen C. Wisler
-----------------------------------
Gwen C. Wisler
Attorney-in-Fact
</TABLE>
______________________________
* Gwen C. Wisler, by signing her name hereto, does hereby execute this
Registration Statement on behalf of the directors and officers of the
Registrant indicated above by asterisks, pursuant to powers of
attorney duly executed by such directors and officers and filed as
exhibits to the Registration Statement.
II-8
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4.1 Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 2 to the
Registration Statement on Form 8-A of the Registrant, dated March 8, 1994, with respect to the Common
Stock (the "Form 8-A")).
4.2 Amended and Restated By-Laws (incorporated by reference from Exhibit 3 to the Form 8-A).
4.3 New World Communications Group Incorporated 1996 Stock Option Plan (incorporated by reference from the
1996 Proxy Statement of the Registrant).
5 Opinion of Troutman Sanders LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Troutman Sanders LLP (contained in opinion filed in Exhibit 5).
24 Powers of Attorney.
</TABLE>
II-9
<PAGE> 1
EXHIBIT 5
<PAGE> 2
June 6, 1996
New World Communications Group Incorporated
3200 Windy Hill Road
Suite 1100 - West
Atlanta, Georgia 30339
Gentlemen:
We have examined a copy of the registration statement on Form
S-8 proposed to be filed by New World Communications Group Incorporated (the
"Company"), with the Securities and Exchange Commission (the "Commission"),
relating to the registration pursuant to the provisions of the Securities Act
of 1933, as amended (the "Act"), of 5,600,000 shares (the "Shares") of the
Company's Class A Common Stock, par value $.01 per share (the "Common Stock"),
reserved for issuance in connection with options to be granted under the New
World Communications Group Incorporated 1996 Stock Option Plan (the "Plan").
In rendering this opinion, we have reviewed such documents and made such
investigations as we deemed appropriate.
We are of the opinion that, subject to compliance with the
pertinent provisions of the Act and to compliance with such securities or "Blue
Sky" laws of any jurisdiction as may be applicable, when certificates
evidencing the Shares have been duly executed, countersigned, registered,
issued and delivered in accordance with the terms of the Plan and the
respective stock option agreements entered into, under and in accordance with
the Plan, the Shares will be duly and validly issued and outstanding, fully
paid and non-assessable shares of Common Stock of the Company.
We are members of the Bar of the State of Georgia. In expressing the
opinions set forth above, we are not passing on the laws of any jurisdiction
other than the laws of the State of Georgia, the laws of the State of Delaware
and the Federal law of the United States of America.
We hereby consent to the filing of this opinion or copies
thereof as an exhibit to the registration statement referred to above.
Very truly yours,
/s/ Troutman Sanders LLP
TROUTMAN SANDERS LLP
<PAGE> 1
EXHIBIT 23.1
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1996 Stock Option Plan of New World
Communications Group Incorporated of our report dated February 22, 1996, with
respect to the consolidated financial statements and schedules of New World
Communications Group Incorporated included in its Annual Report (Form 10-K) for
the year ended December 31, 1995, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Atlanta, Georgia
June 6, 1996
<PAGE> 1
EXHIBIT 24
<PAGE> 2
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Joseph P. Page, Gwen C. Wisler, Terry C.
Bridges and Joram C. Salig or any of them, each acting alone, his true and
lawful attorney-in-fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, in connection with
the NEW WORLD COMMUNICATIONS GROUP INCORPORATED (the "Corporation")
Registration Statement on Form S-8 under the Securities Act of 1933, as
amended, including, without limiting the generality of the foregoing, to sign
the Form S-8 in the name and on behalf of the Corporation or on behalf of the
undersigned as a director or officer of the Corporation, and any amendments to
the Form S-8 and any instrument, contract, document or other writing, of or in
connection with the Form S-8 or amendments thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, including
this power of attorney, with the Securities and Exchange Commission and any
applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 6th
day of June, 1996.
/s/ Joseph P. Page
--------------------------
Joseph P. Page
<PAGE> 3
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Joseph P. Page, Gwen C. Wisler, Terry C.
Bridges and Joram C. Salig or any of them, each acting alone, his true and
lawful attorney-in-fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, in connection with
the NEW WORLD COMMUNICATIONS GROUP INCORPORATED (the "Corporation")
Registration Statement on Form S-8 under the Securities Act of 1933, as
amended, including, without limiting the generality of the foregoing, to sign
the Form S-8 in the name and on behalf of the Corporation or on behalf of the
undersigned as a director or officer of the Corporation, and any amendments to
the Form S-8 and any instrument, contract, document or other writing, of or in
connection with the Form S-8 or amendments thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, including
this power of attorney, with the Securities and Exchange Commission and any
applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 4th
day of June, 1996.
/s/ David N. Dinkins
------------------------
David N. Dinkins
<PAGE> 4
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Joseph P. Page, Gwen C. Wisler, Terry C.
Bridges and Joram C. Salig or any of them, each acting alone, his true and
lawful attorney-in-fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, in connection with
the NEW WORLD COMMUNICATIONS GROUP INCORPORATED (the "Corporation")
Registration Statement on Form S-8 under the Securities Act of 1933, as
amended, including, without limiting the generality of the foregoing, to sign
the Form S-8 in the name and on behalf of the Corporation or on behalf of the
undersigned as a director or officer of the Corporation, and any amendments to
the Form S-8 and any instrument, contract, document or other writing, of or in
connection with the Form S-8 or amendments thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, including
this power of attorney, with the Securities and Exchange Commission and any
applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 6th
day of June, 1996.
/s/ Irwin Engelman
--------------------------
Irwin Engelman
<PAGE> 5
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Joseph P. Page, Gwen C. Wisler, Terry C.
Bridges and Joram C. Salig or any of them, each acting alone, his true and
lawful attorney-in-fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, in connection with
the NEW WORLD COMMUNICATIONS GROUP INCORPORATED (the "Corporation")
Registration Statement on Form S-8 under the Securities Act of 1933, as
amended, including, without limiting the generality of the foregoing, to sign
the Form S-8 in the name and on behalf of the Corporation or on behalf of the
undersigned as a director or officer of the Corporation, and any amendments to
the Form S-8 and any instrument, contract, document or other writing, of or in
connection with the Form S-8 or amendments thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, including
this power of attorney, with the Securities and Exchange Commission and any
applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 4th
day of June, 1996.
/s/ Howard Gittis
-------------------------
Howard Gittis
<PAGE> 6
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Joseph P. Page, Gwen C. Wisler, Terry C.
Bridges and Joram C. Salig or any of them, each acting alone, his true and
lawful attorney-in-fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, in connection with
the NEW WORLD COMMUNICATIONS GROUP INCORPORATED (the "Corporation")
Registration Statement on Form S-8 under the Securities Act of 1933, as
amended, including, without limiting the generality of the foregoing, to sign
the Form S-8 in the name and on behalf of the Corporation or on behalf of the
undersigned as a director or officer of the Corporation, and any amendments to
the Form S-8 and any instrument, contract, document or other writing, of or in
connection with the Form S-8 or amendments thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, including
this power of attorney, with the Securities and Exchange Commission and any
applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 6th
day of June, 1996.
/s/ Lee A. Iacocca
---------------------
Lee A. Iacocca
<PAGE> 7
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Joseph P. Page, Gwen C. Wisler, Terry C.
Bridges and Joram C. Salig or any of them, each acting alone, his true and
lawful attorney-in-fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, in connection with
the NEW WORLD COMMUNICATIONS GROUP INCORPORATED (the "Corporation")
Registration Statement on Form S-8 under the Securities Act of 1933, as
amended, including, without limiting the generality of the foregoing, to sign
the Form S-8 in the name and on behalf of the Corporation or on behalf of the
undersigned as a director or officer of the Corporation, and any amendments to
the Form S-8 and any instrument, contract, document or other writing, of or in
connection with the Form S-8 or amendments thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, including
this power of attorney, with the Securities and Exchange Commission and any
applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 4th
day of June, 1996.
/s/ Howard S. Marks
------------------------
Howard S. Marks
<PAGE> 8
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Joseph P. Page, Gwen C. Wisler, Terry C.
Bridges and Joram C. Salig or any of them, each acting alone, his true and
lawful attorney-in-fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, in connection with
the NEW WORLD COMMUNICATIONS GROUP INCORPORATED (the "Corporation")
Registration Statement on Form S-8 under the Securities Act of 1933, as
amended, including, without limiting the generality of the foregoing, to sign
the Form S-8 in the name and on behalf of the Corporation or on behalf of the
undersigned as a director or officer of the Corporation, and any amendments to
the Form S-8 and any instrument, contract, document or other writing, of or in
connection with the Form S-8 or amendments thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, including
this power of attorney, with the Securities and Exchange Commission and any
applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 4th
day of June, 1996.
/s/ David A. Ramon
------------------------
David A. Ramon
<PAGE> 9
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Joseph P. Page, Gwen C. Wisler, Terry C.
Bridges and Joram C. Salig or any of them, each acting alone, his true and
lawful attorney-in-fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, in connection with
the NEW WORLD COMMUNICATIONS GROUP INCORPORATED (the "Corporation")
Registration Statement on Form S-8 under the Securities Act of 1933, as
amended, including, without limiting the generality of the foregoing, to sign
the Form S-8 in the name and on behalf of the Corporation or on behalf of the
undersigned as a director or officer of the Corporation, and any amendments to
the Form S-8 and any instrument, contract, document or other writing, of or in
connection with the Form S-8 or amendments thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, including
this power of attorney, with the Securities and Exchange Commission and any
applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 4th
day of June, 1996.
/s/ James D. Robinson III
----------------------------------
James D. Robinson III
<PAGE> 10
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Joseph P. Page, Gwen C. Wisler, Terry C.
Bridges and Joram C. Salig or any of them, each acting alone, his true and
lawful attorney-in-fact and agent, with full power of substitution, for him
and in his name, place and stead, in any and all capacities, in connection with
the NEW WORLD COMMUNICATIONS GROUP INCORPORATED (the "Corporation")
Registration Statement on Form S-8 under the Securities Act of 1933, as
amended, including, without limiting the generality of the foregoing, to sign
the Form S-8 in the name and on behalf of the Corporation or on behalf of the
undersigned as a director or officer of the Corporation, and any amendments to
the Form S-8 and any instrument, contract, document or other writing, of or in
connection with the Form S-8 or amendments thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, including
this power of attorney, with the Securities and Exchange Commission and any
applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 4th
day of June, 1996.
/s/ Marc J. Rowan
--------------------------
Marc J. Rowan
