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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
(AMENDMENT NO. 2)
NEW WORLD COMMUNICATIONS GROUP INCORPORATED
(Name of Issuer)
Class A Common Stock, par value $0.01 per share CUSIP No. 64927A 10 3
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(Title of Class of Securities)
Class B Common Stock, par value $0.01 per share CUSIP No. 64927A 20 2
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(Title of Class of Securities)
(CONTINUED ON FOLLOWING PAGE(S))
Page 1 of 10
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CUSIP NO. 64927A 10 3 Page 2 of 10
CUSIP NO. 64927A 20 2
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
MAFCO HOLDINGS INC.
2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
NUMBER 5. SOLE VOTING POWER
OF SHARES -0-
BENEFICIALLY 6. SHARED VOTING POWER
38,692,236 Shares of Class A Common Stock (reflects
37,192,236 Shares of Class B Common Stock
convertible at any time into an equal number of
Shares of Class A Common Stock and 1,500,000 Class
B warrants immediately exercisable for Class B
Common Stock which are convertible into Class A
Common Stock)
OWNED BY
7. SOLE DISPOSITIVE POWER
EACH
-0-
REPORTING
8. SHARED DISPOSITIVE POWER
PERSON WITH
38,692,236 Shares of Class A Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,692,236 Shares of Class A Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
98.1% of Class B Common Stock (52.6% of aggregate Common Stock
outstanding)
12. TYPE OF REPORTING PERSON
CO
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CUSIP NO. 64927A 10 3 Page 3 of 10
CUSIP NO. 64927A 20 2
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
NWCG HOLDINGS CORPORATION
2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
NUMBER 5. SOLE VOTING POWER
OF SHARES -0-
BENEFICIALLY 6. SHARED VOTING POWER
34,510,000 Shares of Class A Common Stock (reflects
34,510,000 Shares of Class B Common Stock
convertible at any time into an equal number of
Shares of Class A Common Stock)
OWNED BY
7. SOLE DISPOSITIVE POWER
EACH
-0-
REPORTING
8. SHARED DISPOSITIVE POWER
PERSON WITH
34,510,000 Shares of Class A Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,510,000 Shares of Class A Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
90.9% of Class B Common Stock (47.9% of aggregate Common Stock
outstanding)
12. TYPE OF REPORTING PERSON
CO
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CUSIP NO. 64927A 10 3 Page 4 of 10
CUSIP NO. 64927A 20 2
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
NWCG (PARENT) HOLDINGS CORPORATION
2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
NUMBER 5. SOLE VOTING POWER
OF SHARES -0-
BENEFICIALLY 6. SHARED VOTING POWER
37,192,236 Shares of Class A Common Stock (reflects
37,192,236 Shares of Class B Common Stock
convertible at any time into an equal number of
Shares of Class A Common Stock)
OWNED BY
7. SOLE DISPOSITIVE POWER
EACH
-0-
REPORTING
8. SHARED DISPOSITIVE POWER
PERSON WITH
37,192,236 Shares of Class A Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,192,236 Shares of Class A Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
98.0% of Class B Common Stock (51.6% of aggregate Common Stock
outstanding)
12. TYPE OF REPORTING PERSON
CO
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CUSIP NO. 64927A 10 3 Page 5 of 10
CUSIP NO. 64927A 20 2
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
ANDREWS GROUP INCORPORATED
2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
NUMBER 5. SOLE VOTING POWER
OF SHARES -0-
BENEFICIALLY 6. SHARED VOTING POWER
38,692,236 Shares of Class A Common Stock (reflects
37,192,236 Shares of Class B Common Stock
convertible at any time into an equal number of
Shares of Class A Common Stock and 1,500,000 Class
B warrants immediately exercisable for Class B
Common Stock which are convertible into Class A
Common Stock)
OWNED BY
7. SOLE DISPOSITIVE POWER
EACH
-0-
REPORTING
8. SHARED DISPOSITIVE POWER
PERSON WITH
38,692,236 Shares of Class A Common Stock
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,692,236 Shares of Class A Common Stock
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
98.1% of Class B Common Stock (52.6% of aggregate Common Stock
outstanding)
12. TYPE OF REPORTING PERSON
CO
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CUSIP NO. 64927A 10 3 Page 6 of 10
CUSIP NO. 64927A 20 2
Item 1(a): Name of Issuer.
NEW WORLD COMMUNICATIONS GROUP INCORPORATED (the
"Company")
Item 1(b): Address of Issuer's Principal Executive Offices.
3200 Windy Hill Road
Atlanta, Georgia 30339
Item 2(a): Name of Persons Filing.
NWCG Holdings Corporation ("NWCG Holdings") is a
wholly owned subsidiary of NWCG (Parent) Holdings
Corporation ("NWCG Parent") which, in turn, is a
wholly owned subsidiary of Andrews Group Incorpo-
rated ("Andrews Group"). Andrews Group is an
indirect wholly owned subsidiary of Mafco Holdings
Inc. ("Mafco Holdings"). All of the capital stock
of Mafco Holdings is owned by Ronald O. Perelman.
Item 2(b): Address of Principal Business Office.
The principal business offices of NWCG Holdings and
NWCG Parent are located at 1013 Centre Road,
Wilmington, Delaware 19805. The principal business
offices of Andrews Group are located at 3200 Windy
Hill Road, Atlanta, Georgia. The principal business
offices of Mafco Holdings are located at 35 East
62nd Street, New York, New York 10021.
Item 2(c): Citizenship.
NWCG Holdings, NWCG Parent, Andrews Group and Mafco
Holdings each are Delaware corporations.
Item 2(d): Title of Class of Securities.
Class A Common Stock, par value $.01 per share.
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CUSIP NO. 64927A 10 3 Page 7 of 10
CUSIP NO. 64927A 20 2
Item 2(e): CUSIP Number.
64927A 10 3
Item 3: Not Applicable
Item 4: Ownership.
At December 31, 1996 NWCG Holdings owned directly
34,510,000 shares of Class B Common Stock, which
represented approximately 90.9% of the total number
of Class B Common Stock outstanding and represented
47.9% of the aggregate Common Stock outstanding on
December 31, 1996. NWCG Parent owned directly
2,682,236 shares of Class B Common Stock, which
represented approximately 7.1% of the total number
of shares of Class B Common Stock outstanding and
represented 3.7% of the aggregate Common Stock
outstanding on December 31, 1996. NWCG Parent may
be deemed to own beneficially the shares owned by
NWCG Holdings. Andrews Group owned directly
1,500,000 Class B warrants each exercisable at any
time at $8.47 for an aggregate of 1,500,000 shares
of Class B Common Stock. If such warrants were
exercised, such 1,500,000 shares would represent
3.8% of the outstanding shares of Class B Common
Stock and 2% of the aggregate common stock
outstanding. Mafco may be deemed to own
beneficially the shares owned by NWCG Holdings,
NWCG Parent and Andrews Group. Ronald O. Perelman
owns all of the capital stock of Mafco.
On January 22, 1997, pursuant to a Stock Purchase
Agreement, dated as of September 24, 1996, a copy
of which is incorporated herein by reference to
Exhibit 2.3 to the Current Report on Form 8-K filed
by New World Communications Group Incorporated,
dated September 24, 1996 (the "Form 8-K"),
37,192,236 shares of Class B Common Stock were sold
to Fox Television Stations, Inc., in accordance
with the provisions of such Stock Purchase
Agreement. On January 22, 1997, pursuant to the
Agreement and Plan of Merger, dated as of September
24, 1996, a copy of which is incorporated herein by
reference to Exhibit 2.2 of the Form 8-K, the Class
B warrants became exercisable for American
Depositary Receipts of the News Corporation Limited
in accordance with the provisions of such Agreement
and Plan of Merger.
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CUSIP NO. 64927A 10 3 Page 8 of 10
CUSIP NO. 64927A 20 2
(a) Amount Beneficially Owned:
38,692,236 shares of Class A Common Stock,
as described above.
(b) Percent of Class:
Approximately 98.1% of Class B Common
Stock based upon an aggregate of
39,451,274 shares of Class B Common Stock
outstanding on December 31, 1996 (assuming
exercise of the warrants). At December 31,
1996, 34,107,459 shares of Class A Common
Stock were outstanding. Therefore, the
Class B Common Stock owned represented
52.6% of the aggregate Common Stock
outstanding. Shares of Class A Common
Stock have one vote per share. Shares of
Class B Common Stock have ten votes per
share. Accordingly, ownership of such
38,692,236 shares of Class B Common Stock,
possessed approximately 91.9% of the
Common Stock voting power.
(c) Number of shares as to which such person
has:
(i) Sole power to vote or to direct
the vote........................-0-
(ii) Shared power to vote or to direct
the vote ................38,692,236
(iii) Sole power to dispose or to direct
the disposition of............. -0-
(iv) Shared power to dispose or to direct
the disposition of.......38,692,236
Item 5: Owner of Five Percent or Less of a Class.
Not Applicable
Item 6: Ownership of More than Five Percent on Behalf of Another Person.
At December 31, 1996, all of the shares owned were
pledged to secure obligations.
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CUSIP NO. 64927A 10 3 Page 9 of 10
CUSIP NO. 64927A 20 2
Item 7: Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
Not Applicable
Item 8: Identification and Classification of Members of the Group.
Not Applicable
Item 9: Notice of Dissolution of Group.
Not Applicable
Item 10: Certification.
Not Applicable
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CUSIP NO. 64927A 10 3 Page 10 of 10
CUSIP NO. 64927A 20 2
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 12, 1997
NWCG HOLDINGS CORPORATION
NWCG (PARENT) HOLDINGS CORPORATION
By: /s/ Glenn P. Dickes
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Name: Glenn P. Dickes
Title: Vice President
MAFCO HOLDINGS INC.
By: /s/ Glenn P. Dickes
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Name: Glenn P. Dickes
Title: Senior Vice President
