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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
Date of Report (Date of earliest event reported) January 28, 1994
TURNER BROADCASTING SYSTEM, INC.
(Exact name of registrant as specified in its charter)
Georgia 0-9334 58-0950695
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One CNN Center, Atlanta, Georgia 30303
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (404) 827-1700
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 28, 1994, Turner Broadcasting System, Inc., a
Georgia corporation ("TBS"), acquired all of the issued and outstanding shares
of common stock of New Line Cinema Corporation, a Delaware corporation ("New
Line").
Pursuant to an Agreement and Plan of Merger dated as of
October 15, 1993 (the "Merger Agreement"), among TBS, NL Acquisition Co., a
Delaware corporation and wholly owned subsidiary of TBS ("NL Acquisition"), and
New Line, NL Acquisition has been merged (the "Merger") with and into New Line.
As a result of the Merger, New Line has become, and will continue its
operations as, a wholly owned subsidiary of TBS.
Upon the effectiveness of the Merger, (i) each share of Common
Stock, par value $0.01 per share, of New Line (the "New Line Common Stock")
issued and outstanding immediately prior to the Merger, was converted into the
right to receive 0.96386 of a share (the "Exchange Ratio") of Class B Common
Stock, par value $0.0625 per share, of TBS ("TBS Class B Common Stock") and
(ii) each outstanding option, warrant and convertible security of New Line
became exchangeable for or convertible into shares of TBS Class B Common Stock.
Stockholders of New Line will receive cash in lieu of any fractional shares in
accordance with the terms of the Merger Agreement.
The Exchange Ratio was the product of negotiation between the
parties and reflected the respective management's views as to the appropriate
relative valuation levels for the two companies in light of a number of
factors. The principal factors considered (without relative weights being
assigned to such factors) were the recent trading prices of the common stock of
the two companies, particularly the trading prices prior to the announcement on
August 5, 1993 that New Line and TBS were in discussions regarding a potential
business combination, the degree of volatility of the common stock of the two
companies, and the trading prices and multiples for other motion picture
production companies, entertainment companies and programming suppliers.
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Up to 21,312,174 shares of TBS Class B Common Stock are
issuable upon exchange for the issued and outstanding shares of New Line Common
Stock and upon the conversion of outstanding options, warrants and convertible
securities of New Line.
In connection with the Merger, New Line has signed five-year
employment agreements with New Line Chairman Robert Shaye and New Line
President Michael Lynne.
The discussion of the Merger Agreement is qualified in its
entirety by reference to the provisions thereof, which document is Exhibit 2.1
hereto and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
2.1 Agreement and Plan of Merger, dated as of October 15, 1993,
by and among TBS, NL Acquisition and New Line (filed as
Exhibit 2.1 to TBS's Current Report on Form 8-K dated
October 22, 1993, and incorporated herein by reference).
99.1 Audited New Line Cinema Corporation consolidated balance
sheets as of December 31, 1992 and 1991, and the related
consolidated statements of operations, stockholders' equity
and cash flows for the three years ended December 31, 1992
(filed as Exhibit 99(a) to TBS's Form 8-K/A filed February
3, 1994, and incorporated herein by reference).
99.2 Unaudited New Line Cinema Corporation condensed consolidated
balance sheet as of September 30, 1993 and the condensed
consolidated statements of operations and cash flows for the
nine months ended September 30, 1993 and 1992 (filed as
Exhibit 99(b) to TBS's Form 8-K/A filed February 3, 1994,
and incorporated herein by reference).
99.3 TBS Unaudited Pro Forma Condensed Combined Balance Sheet as
of September 30, 1993 and Unaudited Pro Forma Condensed
Combined Statement of Operations for the year ended December
30, 1992 and the nine months ended September 30, 1993 (filed
as Exhibit 99.3 to TBS's Current Report on Form 8-K dated
December 28, 1993, and incorporated herein by reference).
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SIGNATURES
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.
Dated: February 7, 1994 TURNER BROADCASTING SYSTEM, INC.
/s/ William S. Ghegan
Name: William S. Ghegan
Title: Vice President
and Controller
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Exhibit Index
Exhibit
Page
2.1 Agreement and Plan of Merger, dated as of October 15, 1993,
by and among TBS, NL Acquisition and New Line (filed as
Exhibit 2.1 to TBS's Current Report on Form 8-K dated
October 22, 1993, and incorporated herein by reference).
99.1 Audited New Line Cinema Corporation consolidated balance
sheets as of December 31, 1992 and 1991, and the related
consolidated statements of operations, stockholders' equity
and cash flows for the three years ended December 31, 1992
(filed as Exhibit 99(a) to TBS's Form 8-K/A filed February
3, 1994, and incorporated herein by reference).
99.2 Unaudited New Line Cinema Corporation condensed consolidated
balance sheet as of September 30, 1993 and the condensed
consolidated statements of operations and cash flows for the
nine months ended September 30, 1993 and 1992 (filed as
Exhibit 99(b) to TBS's Form 8-K/A filed February 3, 1994,
and incorporated herein by reference).
99.3 TBS Unaudited Pro Forma Condensed Combined Balance Sheet as
of September 30, 1993 and Unaudited Pro Forma Condensed
Combined Statement of Operations for the year ended December
30, 1992 and the nine months ended September 30, 1993 (filed
as Exhibit 99.3 to TBS's Current Report on Form 8-K dated
December 28, 1993, and incorporated herein by reference).
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