SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 24, 1996
(Date of earliest event reported)
NWCG HOLDINGS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 33-82274 13-3771996
(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
3200 Windy Hill Road, Suite 1100-West, Atlanta, Georgia 30339
(Address of principal executive offices, including zip code)
(770) 955-0045
(Registrant's telephone number, including area code)
_____________________________________________________________
(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
New World Communications Group Incorporated, a Delaware
corporation (the "Company"), NWCG (Parent) Holdings Corporation,
a Delaware corporation ("NWCGP"), NWCG Holdings Corporation, a
Delaware corporation, the Registrant and a subsidiary of NWCGP
("NWCG Holdings"), and The News Corporation Limited, a South
Australia corporation ("News Corp."), entered into a binding
Memorandum of Understanding, dated as of July 17, 1996 (the
"Memorandum of Understanding"), pursuant to which News Corp.
agreed to acquire the Company. The Memorandum of Understanding
provides that the parties thereto may execute definitive
agreements to consummate the transactions contemplated by the
Memorandum of Understanding. On September 24, 1996, the parties
entered into definitive agreements in furtherance of the
transactions contemplated by the Memorandum of Understanding.
The Agreement and Plan of Merger, dated as of September
24, 1996, by and among the Company, News Corp., Fox Television
Stations, Inc., a Delaware corporation in which News Corp. owns
an indirect interest ("Fox"), and Fox Acquisition Co., Inc., a
Delaware corporation and a wholly owned subsidiary of Fox
("Merger Sub"), provides, among other things, that Merger Sub
will be merged with and into the Company (the "Merger") with the
result that (a) the Company will become a wholly owned subsidiary
of Fox; (b) each issued and outstanding share of the Company'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., Merger Sub or any other News Corp.
Subsidiary (as such term is defined in the Merger Agreement)),
will be converted into the right to receive 1.45 Preferred
American Depositary Shares ("ADSs") of News Corp., each of which
represents four fully paid and non-assessable Preferred Limited
Voting Ordinary Shares, par value A$0.50 per share, of News
Corp.; (c) each issued and outstanding share of the Company's
Class B Common Stock, par value $.01 per share (the "Class B
Common Stock") (other than any shares owned, directly or
indirectly, by News Corp., Merger Sub or any other News Corp.
Subsidiary and any shares as to which dissenters' rights are
properly exercised), will be converted into the right to receive
1.45 ADSs; (d) if the Series A Approval (as defined below) is
obtained, each issued and outstanding share of the Company's
6.375% Cumulative Redeemable Preferred Stock, Series A, par value
$.01 per share (the "Series A Preferred Stock") (other than any
shares owned, directly or indirectly, by News Corp., Merger Sub
or any other News Corp. Subsidiary and any shares as to which
dissenters' rights are properly exercised) will be converted into
the right to receive the number of ADSs equal to the product of
(i) 1.45 and (ii) the number of shares of Class B Common Stock
that a holder of such share of Series A Preferred Stock would
have received if such share of Series A Preferred Stock had been
converted into shares of Class B Common Stock immediately prior
to the time (the "Effective Time") the certificate of merger
relating to the Merger becomes effective under the Delaware
General Corporation Law; and (e) if the Series E Approval (as
defined below) is obtained, each outstanding share of the
Company's Series E Cumulative Convertible Redeemable Preferred
Stock, par value $.01 per share (the "Series E Preferred Stock")
(other than any shares owned, directly or indirectly, by News
Corp., Merger Sub or any other News Corp. Subsidiary and any
shares as to which dissenters' rights are properly exercised)
will be converted into the right to receive the number of ADSs
equal to the product of (i) 1.45 and (ii) the number of shares of
Class A Common Stock that a holder of such share of Series E
Preferred Stock would receive upon conversion of such share of
Series E Preferred Stock immediately prior to the Effective Time.
News Corp. and Fox have also entered into a Stock Purchase
Agreement (the "Stock Purchase Agreement"), dated as of September
24, 1996, with NWCGP, an affiliate of Ronald O. Perelman, the
Chairman of the Company's Board of Directors, pursuant to which,
immediately prior to the Effective Time, Fox will purchase from
NWCGP, 2,682,236 shares of Class B Common Stock owned by NWCGP
and all of the outstanding capital stock of NWCG Holdings, which
owns an aggregate of 34,510,000 shares of Class B Common Stock.
Any shares of Common Stock, Series A Preferred Stock or Series E
Preferred Stock owned, directly or indirectly, by News Corp.,
Merger Sub or any other News Corp. Subsidiary at the Effective
Time, including the shares purchased pursuant to the Stock
Purchase Agreement, will remain outstanding after the Merger.
Approval of the Merger requires the affirmative vote of
at least a majority of the voting power of the Class A Common
Stock and the Class B Common Stock, voting together as a single
class. Each outstanding share of Class A Common Stock is
entitled to one vote and each outstanding share of Class B Common
Stock is entitled to ten votes on the proposal to approve and
adopt the Merger Agreement. The affirmative vote of holders of
Series A Preferred Stock or Series E Preferred Stock is not
required for approval of the Merger. However, conversion of
shares of Series A Preferred Stock and shares of Series E
Preferred Stock into ADSs pursuant to the Merger Agreement
requires the vote of a majority of the outstanding shares of
Series A Preferred Stock (the "Series A Approval") and the Series
E Preferred Stock (the "Series E Approval"), respectively. In
the event that the Series A Approval or the Series E Approval is
not obtained, the shares of Series A Preferred stock or the
shares of Series E Preferred Stock, as the case may be, will not
be converted into ADSs pursuant to the Merger Agreement and will
remain outstanding as shares of preferred stock of the surviving
corporation in the Merger and will thereafter be convertible into
the right to receive the number of ADSs determined in accordance
with the terms of such series of preferred stock based on the
exchange ratio for the Merger.
NWCGP and NWCG Holdings have entered into a Voting
Agreement, dated as of September 24, 1996, with Fox (the "NWCG
Parent Voting Agreement"), pursuant to which NWCGP and NWCG
Holdings have agreed to vote all of the shares of Class B Common
Stock owned by them in favor of the Merger. Accordingly,
approval of the Merger is assured regardless of the vote of any
other stockholder of the Company. In addition, pursuant to a
Voting Agreement, dated as of September 24, 1996, among Apollo
Advisors L.P. ("Apollo"), News Corp. and Fox (the "Apollo Voting
Agreement"), Apollo agreed, with respect to itself and its
affiliates, as the sole holder of the issued and outstanding
shares of Series A Preferred Stock, to vote, or cause to be
voted, any shares of NWCG capital stock owned as of the Record
Date for the Merger Proposal and the Charter Proposal.
News Corp., Fox and affiliates of NWCGP have also
entered into certain other agreements in connection with the
transaction.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits
2.1 Memorandum of Understanding among the Company,
NWCGP, NWCG Holdings and News Corp., dated as
of July 17, 1996.(1)
2.2 Agreement and Plan of Merger, dated as of
September 24, 1996, by and among the Company,
News Corp. Fox and Merger Sub.(2)
2.3 Stock Purchase Agreement, dated as of September
24, 1996, by and among NWCGP, News Corp. and
Fox.(2)
10.1 Voting Agreement, dated as of September 24,
1996, among Fox, NWCGP and NWCG Holdings.(2)
10.2 Voting Agreement, dated as of September 24,
1996, among Fox, News Corp. and Apollo.(2)
10.3 Guaranty, dated as of September 24, 1996,
entered into by News Corp. in favor of the
Guaranteed Parties named therein.(2)
10.4 Guaranty, dated as of September 24, 1996,
entered into by Mafco Holdings Inc., a Delaware
corporation ("Mafco"), in favor of News Corp.
and Fox.(2)
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(1) Incorporated by reference from the Company's Form 8-K dated
July 17, 1996 (File No. 0-23592).
(2) Incorporated by reference from the Company's Form 8-K dated
September 24, 1996 (File No. 0-23592).
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
By: /s/ Joseph P. Page
------------------
Joseph P. Page
Vice President and
Chief Financial Officer
Date: October 4, 1996
EXHIBIT INDEX
Exhibit
Number Exhibit
2.1 Memorandum of Understanding among the Company,
NWCGP, NWCG Holdings and News Corp., dated as of
July 17, 1996.(1)
2.2 Agreement and Plan of Merger, dated as of September
24, 1996, by and among the Company, News Corp. Fox
and Merger Sub.(2)
2.3 Stock Purchase Agreement, dated as of September 24,
1996, by and among NWCGP, News Corp. and Fox.(2)
10.1 Voting Agreement, dated as of September 24, 1996,
among Fox, NWCGP and NWCG Holdings.(2)
10.2 Voting Agreement, dated as of September 24, 1996,
among Fox, News Corp. and Apollo.(2)
10.3 Guaranty, dated as of September 24, 1996, entered
into by News Corp. in favor of the Guaranteed
Parties named therein.(2)
10.4 Guaranty, dated as of September 24, 1996, entered
into by Mafco, in favor of News Corp. and Fox.(2)
--------
(1) Incorporated by reference from the Company's Form
8-K dated July 17, 1996 (File No. 0-23592).
(2) Incorporated by reference from the Company's Form
8-K dated September 24, 1996 (File No. 0-23592).
