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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):
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May 22, 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 5. OTHER EVENTS
New World Television Incorporated ("NWT"), a Delaware corporation and a
wholly owned subsidiary of New World Communications Group Incorporated
("NWCG"), NW Communications of San Diego Inc., a Delaware corporation and a
wholly owned subsidiary of NWT ("NWCSD"), and KNSD License, Inc., a Delaware
corporation and a wholly owned subsidiary of NWCSD (together with NWCSD, the
"KNSD Sellers"), and National Broadcasting Company, Inc. ("NBC") have entered
into an Asset Purchase Agreement dated May 22, 1996 (the "KNSD Asset Purchase
Agreement") pursuant to which NBC has agreed to purchase, and the KNSD Sellers
have agreed to sell, upon the terms and subject to the conditions set forth in
the KNSD Asset Purchase Agreement, substantially all of the assets of the KNSD
Sellers related to the ownership and operation of television station KNSD,
Channel 39, San Diego, California ("KNSD") for a purchase price of $225
million, subject to adjustment based on Net Working Capital (defined in the
KNSD Asset Purchase Agreement) as of the closing of such transaction.
NWC Acquisition Corporation, a Delaware corporation and a wholly owned
subsidiary of NWCG ("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 have entered into an Asset Purchase Agreement dated May 22, 1996 (the
"WVTM Asset Purchase Agreement" and, together with the KNSD Asset Purchase
Agreement, the "Asset Purchase Agreements") pursuant to which NBC has agreed to
purchase, and the WVTM Sellers have agreed to sell, upon the terms and subject
to the conditions set forth in the WVTM Asset Purchase Agreement, substantially
all of the assets of the WVTM Sellers related to the ownership and operation of
television station WVTM, Channel 13, Birmingham, Alabama ("WVTM") 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 the closing of
such transaction.
The transactions contemplated by the Asset Purchase Agreements are
subject to various closing conditions, including regulatory approvals. Copies
of the Asset Purchase Agreements are filed as exhibits hereto and are
incorporated herein by reference.
On May 22, 1996, NWCG issued a press release announcing the
transactions contemplated by the Asset Purchase Agreements, 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
The following items are filed with this report:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
99.1 Asset Purchase Agreement dated May 22, 1996 by and among
New World Television Incorporated, NW Communications of
San Diego, Inc., KNSD License, Inc. and National
Broadcasting Company, Inc. (1)
99.2 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)
99.3 Press Release dated May 22, 1996 issued by New World
Communications Group Incorporated. (1)
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(1) Incorporated herein by reference to the identical exhibit filed as part
of the Form 8-K dated May 22, 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
Date: June 3, 1996 By: /s/ Joseph P. Page
Name: Joseph P. Page
Title: Vice President and
Chief Financial Officer
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