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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) August 14, 1996
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NWCG Holdings Corporation
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(Exact name of registrant as specified in its charter)
Delaware 33-82274 13-3771996
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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) 955-0045
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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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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As previously reported, NWC Acquisition Corporation, a Delaware
corporation and a wholly owned subsidiary of New World Communications Group
Incorporated ("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 are parties to an Asset Purchase Agreement dated May 22, 1996 (the
"WVTM Asset Purchase Agreement").
On August 14, 1996, upon the terms set forth in the WVTM Asset Purchase
Agreement, Birmingham Broadcasting (WVTM TV), Inc., a wholly owned subsidiary
of NBC, completed its purchase from the WVTM Sellers of substantially all of
the assets of the WVTM Sellers related to the ownership and operation of
Television station WVTM, Channel 13, Birmingham, Alabama 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 such date.
On August 15, 1996, New World Communications Group Incorporated and NBC
issued a press release announcing the consummation of the transactions
contemplated by the WVTM Asset 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
(b) Pro Forma Financial Information
The information set forth in Exhibit 99.2 filed herewith is
incorporated herein by reference.
(c) The following items are filed with this report:
EXHIBIT NO. DESCRIPTION
99.1 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)
99.2 Pro forma financial information.
99.3 Press Release dated August 15, 1996 issued by National
Broadcasting Company, Inc. and New World Communications
Group Incorporated. (2)
______________________
(1) Incorporated herein by reference to Exhibit 99.2 filed as part of the
Form 8-K dated May 22, 1996 of New World Communications Group Incorporated.
(2) Incorporated herein by reference to the identical exhibit filed as part of
the Form 8-K dated August 14, 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.
NWCG Holdings Corporation
(Registrant)
Date: August 29, 1996 By: \s\ Joseph P. Page
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Name: Joseph P. Page
Title: Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description
99.1 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)
99.2 Pro forma financial information.
99.3 Press Release dated August 15, 1996 issued by National Broadcasting
Company, Inc. and New World Communications Group Incorporated. (2)
______________________
(1) Incorporated herein by reference to Exhibit 99.2 filed as part of the
Form 8-K dated May 22, 1996 of New World Communications Group
Incorporated.
(2) Incorporated herein by reference to the identical exhibit filed as part
of the Form 8-K dated August 14, 1996 of New World Communications Group
Incorporated.
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EXHIBIT 99.2
NWCG Holdings Corporation
Pro Forma Financial Information
Basis of Presentation
In March 1995 NWCG sold its investment in WSBK-TV (the "Boston Station")
for gross proceeds of $107.5 million. NWCG repaid $19.5 million of the
Bank Credit Agreement Loans in March 1995 and $77.3 million of the Step-Up
Notes in April 1995 from the net proceeds of the Boston Station sale.
NWCG purchased certain debt and equity securities of Argyle Television
Holding Inc. ("Argyle") for total consideration of approximately $750.4
million, including the $100 million in cash paid for an option in 1994 and
assumption of debt of approximately $283.6 million. Argyle controlled
four VHF television stations, KDFW-TV (Dallas, Texas), KTBC-TV (Austin,
Texas), KTVI-TV (St. Louis, Missouri) and WVTM-TV (Birmingham, Alabama).
For financial reporting purposes, the acquisition occurred on March 31,
1995. FCC approval for change in control of the television stations
occurred on April 14, 1995. The acquisition has been accounted for as a
purchase.
In July 1995 NWCG purchased Cannell Entertainment Inc. for Series E
Cumulative Convertible Redeemable Preferred Stock ("Series E Preferred
Stock") valued at approximately $30 million and certain other
consideration. The acquisition has been accounted for as a purchase.
In August 1996 NWCG sold substantially all of the assets of WVTM-TV and
its subsidiaries (collectively, the "Birmingham Station") to National
Broadcasting Company, Inc. ("NBC") for gross proceeds of $200 million,
subject to certain adjustments. NWCG repaid $80.0 million of the
Acquisition Credit Agreement debt in August 1996 from the net proceeds of
the Birmingham Station sale.
The following pro forma financial information gives effect to, as of
January 1, 1995, the sale of the Boston Station, repayment of a portion of
NW Television's debt, the purchase of Argyle, borrowings necessary to fund
the Argyle acquisition, the issuance of preferred stock, the sale of the
Birmingham Station, and the repayment of a portion of NWCAC's debt. The
pro forma financial information does not necessarily reflect the future
results or the results that would have occurred had these transactions
actually occurred on January 1, 1995 (in thousands, except per share).
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NWCG Holdings Corporation
Pro Forma Balance Sheet
(dollars in thousands)
June 30, 1996
(unaudited)
<TABLE>
<CAPTION>
Historical
Historical WVTM Adjustments Pro Forma
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
Cash $ 59,376 $ (2) $123,986 (a) $ 183,360
Receivables 180,187 (5,175) - 175,012
Television program contract rights 11,599 (186) - 11,413
Film Costs 81,415 - - 81,415
Prepaid expenses 4,608 (175) - 4,433
Deferred income taxes 4,410 - - 4,410
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Total current assets 341,595 (5,538) 123,986 460,043
Property, plant and equipment 212,808 (8,635) - 204,173
Long-term receivables 16,292 - - 16,292
Television program contracts rights 5,132 (35) - 5,097
Film costs 35,996 - - 35,996
Intangible assets and excess reorganization value 1,485,798 (86,398) (43,995) (b) 1,355,405
Equity investments 38,106 - - 38,106
Other assets 32,150 (20) - 32,130
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$2,167,877 $(100,626) $ 79,991 $2,147,242
========== ========= ======== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable and accrued expenses $ 77,992 $ (1,372) $ 9,569 (c) $ 86,189
Television program contracts payable 14,375 (90) - 14,285
Deferred income 20,364 (7) - 20,357
Participations and residuals payable 54,178 - - 54,178
Current portion of long-term debt and notes
payable 34,092 - (4,125) (d) 29,967
---------- --------- -------- ----------
Total current liabilities 201,001 (1,469) 5,444 204,976
Noncurrent television program contract rights 6,611 (19) - 6,592
Long-term debt 1,232,612 - (75,875) (d) 1,156,737
Other noncurrent liabilities 23,702 (151) - 23,551
Participations and residuals payable 13,303 - - 13,303
Deferred tax credits 74,904 - 814 (e) 75,718
Minority interest 347,183 - (19,792) (f) 327,391
Redeemable preferred stock 335,698 - - 335,698
Commitments and contingencies
Stockholder's equity
Preferred stock - - - -
Common stock - - - -
Additional paid-in capital 519,757 - - 519,757
Accumulated deficit (586,894) (98,987) 169,400 (f) (516,481)
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Total stockholder's equity (67,137) (98,987) 169,400 3,276
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$2,167,877 $(100,626) $ 79,991 $2,147,242
========== ========= ======== ==========
</TABLE>
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NWCG Holdings Corporation
Pro Forma Statement of Operations
(dollars in thousands)
Six Months Ended June 30, 1996
(unaudited)
<TABLE>
<CAPTION>
Historical
Results of
Historical WVTM Adjustments Pro Forma
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<S> <C> <C> <C> <C>
Net revenues $335,474 $(10,987) $ - $324,487
Operating Expenses
Technical and programming 192,222 (2,606) - 189,616
Selling, general and administrative 64,782 (2,163) - 62,619
Depreciation and amortization of intangible assets 38,207 (1,594) (969) (g) 35,644
Corporate expenses 10,349 - - 10,349
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Income from operations 29,914 (4,624) 969 26,259
Other income (expense):
Interest expense (64,793) - 3,200 (h) (61,593)
Interest income and other (955) - 1,946 (i) 991
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(65,748) - 5,146 (60,602)
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Income (loss) before income taxes (35,834) (4,624) 6,115 (34,343)
Provision for income taxes 1,159 - 398 (j) 1,557
Minority interest in consolidated subsidiary 8,983 - (2,185) (f) 6,798
Equity in earnings of affiliates 1,397 - - 1,397
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Net income (loss) $(24,295) $ (4,624) $ 4,328 $(24,591)
======== ======== ========== ========
</TABLE>
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NWCG Holdings Corporation
Pro Forma Statement of Operations
(dollars in thousands)
Year Ended December 31, 1995
(unaudited)
<TABLE>
<CAPTION>
Historical Historical Historical
Results Results Results
of of of
Historical WSBK Argyle WVTM Adjustment Pro Forma
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<S> <C> <C> <C> <C> <C> <C>
Net revenues $ 605,010 $ (5,741) $ 29,628 $ (19,097) $ - $ 609,800
Operating Expenses
Technical and programming 362,088 (5,189) 10,130 (5,432) - 361,597
Selling, general and administrative 113,123 (1,058) 6,474 (3,570) - 114,969
Depreciation and amortization of intangible assets 66,608 (798) 6,951 (2,291) (3,739) (g) 66,732
Corporate expenses 20,506 0 9,761 0 (9,761) (k) 20,506
--------- --------- --------- --------- --------- ---------
Income from operations 42,685 1,304 (3,688) (7,804) 13,499 45,996
Other income (expense):
Interest expense (120,297) - - - 2,424 (h) (117,873)
Gain on sale of WSBK 41,671 - - - (41,671) (l) -
Interest and investment income and other (4,181) - 2 - 3,337 (i) (842)
--------- --------- --------- --------- --------- ---------
(82,807) - 2 - (35,910) (118,715)
--------- --------- --------- --------- --------- ---------
Income (loss) before income taxes (40,122) 1,304 (3,686) (7,804) (22,411) (72,719)
Provision for income taxes (34,500) - (145) - 31,254 (j) (3,391)
Minority interest in consolidated subsidiary 20,839 - - - 918 (f) 21,757
Equity in earnings of affiliates (607) - - - - (607)
--------- --------- --------- --------- --------- ---------
Net income (loss) $ (54,390) $ 1,304 $(3,831) $(7,804) $ 9,761 $ (54,960)
========= ========= ========== ========= ========= =========
</TABLE>
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Notes to Pro Forma Financial Information
(a) Reflects cash received on the sale of the Birmingham Station,
net of cash paid to reduce a portion of NWCAC's debt.
(b) Reflects an adjustment to intangible assets as a result of a
reduction in the valuation allowance recorded for net operating
losses.
(c) Reflects income taxes payable related to the sale of the
Birmingham Station, the reduction of accrued interest associated with
the reduction of a portion of NWCAC's debt and costs accrued
associated with the sale of the Birmingham Station.
(d) Reflects the reduction of a portion of NWCAC's debt with the
net proceeds from the sale of the Birmingham Station.
(e) Reflects the estimated deferred tax effect of the sale of the
Birmingham Station.
(f) Reflects adjustment for the sale of the Birmingham Station.
(g) Reflects the increase of amortization of intangible assets and
depreciation of property, plant and equipment based on the fair value
assets acquired from Argyle, net of a reduction associated with the
sale of the Birmingham Station.
(h) Reflects adjustments to interest expense for the sale of the
Boston Station in 1995, additional borrowings under the Acquisition
Credit Agreement to finance the purchase of Argyle and repay Argyle's
debt assumed in 1995, and for the sale of the Birmingham Station in
1996.
(i) Reflects interest income earned on net proceeds from the sale
of the Birmingham Station.
(j) Reflects adjustment of the provision for income taxes in
accordance with SFAS No. 109; in 1995, the adjustment is primarily
related to the sale of the Boston Station.
(k) Reflects the elimination of Argyle-related corporate expenses
as a result of the consolidation of operations and the adjustment of
total corporate expenses based on management's estimate of total
corporate expenses.
(l) Reflects elimination of the gain for the sale of the Boston
Station.
