<PAGE> 1
CUSIP No. 900262-502
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___________)*
TURNER BROADCASTING SYSTEM, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
900262-502
(CUSIP Number)
Stephen M. Brett, Esq.
Sr. Vice President and General Counsel
Tele-Communications, Inc.
(name changed from TCI/Liberty Holding Company)
5619 DTC Parkway, Englewood, CO 80111
(303) 267-4800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 4, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box ( ).
Check the following box if a fee is being paid with this statement (x). (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such
class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 11 Pages
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CUSIP No. 900262-502
Page 2 of 11 Pages
________________________________________________________________________________
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
TELE-COMMUNICATIONS, INC.
84 - 1260157
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) ( )
(b) ( )
________________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________________
(4) Source of Funds
AF
________________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) ( )
________________________________________________________________________________
(6) Citizenship or Place of Organization
Delaware
________________________________________________________________________________
Number of (7) Sole Voting Power 29,723,758 Shares*
Shares Bene- _______________________________________________________________
ficially (8) Shared Voting Power 453,838 Shares*
Owned by _______________________________________________________________
Each Report- (9) Sole Dispositive Power 29,723,758 Shares*
ing Person _______________________________________________________________
With (10) Shared Dispositive Power 453,838 Shares
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
30,177,596 Shares*
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares ( )
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
22.0%*
________________________________________________________________________________
(14) Type of Reporting Person
HC
__________________________________
*Figures do not include (i) shares issuable pursuant to derivative
securities referred to in Item 1, 2 and 5 hereof, nor (ii) shares of equity
securities of the Company, record title to which is in Lenfest Communications,
Inc., beneficial ownership of which is disclaimed by the Reporting Person.
<PAGE> 3
CUSIP No. 900262-502
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Statement of
TELE-COMMUNICATIONS, INC.
(name changed from TCI/Liberty Holding Company)
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
TURNER BROADCASTING SYSTEM, INC.
(Commission File No. 0-9334)
___________________________________________________
ITEM 1. Security and Issuer
The class of equity securities to which this Statement relates
is the Class B common stock, par value $.0625 per share (the "Class B Common
Stock") issued by Turner Broadcasting System, Inc., a Georgia corporation (the
"Issuer" or the "Company"), which has its principal executive offices at One
CNN Center, Atlanta, Georgia 30348.
This Statement also includes the following derivative
securities: (a) shares of the Issuer's Class C Convertible Preferred Stock,
each of which is presently convertible into six (6) shares of the Issuer's
Class B Common Stock; and (b) Rights, IF ANY, exercisable within 60 days, to
acquire beneficial ownership of any of the Issuer's equity securities, by way
of anti-dilution or pre-emptive or other privileges.
ITEM 2. Identity and Background
This Statement is being filed by Tele-Communications, Inc.
("New TCI"; Commission File No. 033-54263; I.R.S. Identification No.
84-1260157; name changed from TCI/Liberty Holding Company), a Delaware
corporation, whose principal business address is 5619 DTC Parkway, Englewood,
Colorado 80111.
Said Reporting Person is principally engaged in the
acquisition, development and operation of cable television systems, assets and
programming interests, and, through its subsidiaries and affiliates, operates
cable television systems throughout the continental United States and Hawaii.
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CUSIP No. 900262-502
Schedule 1 attached to this Schedule 13D contains the
following information concerning each director and executive officer of the
Reporting Person: (i) name and residence or business address, (ii) principal
occupation or employment; and (iii) the name, principal business and address of
any corporation or other organization in which such employment is conducted.
Schedule 1 is incorporated herein by reference.
To the knowledge of the Reporting Person, each of the persons
named on Schedule 1 (the "Schedule 1 Persons") is a United States citizen.
During the last five years, neither the Reporting Person nor any of the
Schedule 1 Persons (to its' knowledge) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). During the
last five years, neither it nor any of the Schedule 1 Persons (to its'
knowledge) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, is or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
On August 4, 1994, at Special Meetings of Stockholders of,
respectively, Tele-Communications, Inc. ("Old TCI"; Commission File No. 0-5550;
I.R.S. Identification No. 84-588868) and Liberty Media Corporation ("LMC"),
there was approved and adopted an Agreement and Plan of Merger, dated as of
January 27, 1994, as amended, which provided for, among other things, the
Business Combination of Old TCI and LMC resulting in their becoming wholly
owned subsidiaries of TCI/Liberty Holding Company, which was renamed
"Tele-Communications, Inc." (hereinafter sometimes referred to as "New TCI"),
effective upon certain filings which occurred on August 4, 1994 (the "Effective
Date").
The foregoing summary of the Business Combination is hereby
qualified in its entirety by reference to the complete terms, provisions and
conditions thereof set forth in the Proxy Statement of LMC and Old TCI and the
Prospectus of TCI/Liberty Holding Company heretofore filed on June 23, 1994, by
said parties as part of Registration Statement (No. 33-54263 on Form S-4),
which, as amended, was ordered effective on June 28, 1994, and which are
incorporated herein by reference and so filed herewith as Exhibit A (see Item
7).
As heretofore publicly disclosed, the mentioned Business
Combination is to be treated as a "consolidation" wherein, although the direct
or indirect legal title to certain programming interests and cable television
assets of LMC and Old TCI remain unchanged, the beneficial ownership thereof
now belongs to New TCI. New TCI is now a publicly held company subject to the
informational requirements of the Securities Exchange Act of 1934 (the "Act")
and will, commencing herewith, henceforth be a Reporting Person in respect of
the securities of the Company beneficially owned by it. Old TCI and LMC are
now no longer publicly held Reporting Persons under the Act, but each is now a
wholly owned subsidiary of New TCI.
New TCI is filing this Statement because it is currently the
beneficial owner, pursuant to Rule 13d-3 of the General Rules and Regulations
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of
more than 5% of the outstanding shares of the Company's Class B Common Stock.
The record title to all 30,177,596 shares of the Class B Common Stock
beneficially owned by New TCI is held in the name of one of Old TCI's or LMC's
subsidiaries. The 30,177,596 shares of the Class B Common Stock beneficially
so owned by New TCI represents 22.0% of the 137,306,494 shares of Class B
Common Stock outstanding as of May 25, 1994. The record title to all 6,037,080
shares of Class C Convertible Preferred Stock beneficially so owned by New TCI
represents 48.7% of the
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CUSIP No. 900262-502
12,396,976 shares of the Class C Convertible Preferred Stock outstanding as of
July 4, 1994. (See Item 5, below.)
The number of shares of the Class B Common Stock and of
Class C Convertible Preferred Stock outstanding was provided by officers of the
Company.
ITEM 3. Source and Amount of Funds or Other Consideration
In addition to the consideration furnished by the Business
Combination disclosed in Item 2, hereof, Old TCI and LMC retained their
respective direct or indirect legal title to the securities (including the
derivative securities described in Item 1), but the beneficial ownership of all
of said interests is now in New TCI.
ITEM 4. Purpose of Transaction
Except as described in this Item 4, the Reporting Person does
not have any present plans or proposals which relate to or would result in:
(i) any acquisition by any person of additional securities of the Company, or
any disposition of securities of the Company; (ii) any extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (iii) any sale or transfer of a material
amount of assets of the Company or any of its subsidiaries; (iv) any change in
the present board of directors or management of the Company, including any
plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; (v) any material change in the present
capitalization or dividend policy of the Company; (vi) any other material
change in the Company's business or corporate structure; (vii) any changes in
the Company's charter, by-laws, or other instruments corresponding thereto or
other actions which may impede the acquisition of control of the Company by any
person; (viii) any delisting from a national securities exchange or any loss of
authorization for quotation in an inter-dealer quotation system of a registered
national securities association of a class of securities of the Company; (ix)
any termination of registration pursuant to section 12(g)(4) of the Exchange
Act of a class of equity securities of the Company; or (x) any action similar
to any of those enumerated above.
Notwithstanding the foregoing, the Reporting Person may
determine to change its investment intent with respect to the Company at any
time in the future. In reaching any conclusion as to its future course of
action, the Reporting Person will take into consideration various factors, such
as the Company's business and prospects, other developments concerning the
Company, other business opportunities available to the Reporting Person,
developments with respect to the business of the Reporting Person, and general
economic and stock market conditions, including, but not limited to, the market
price of the Class B Common Stock of the Company. The Reporting Person
reserves the right, depending on other relevant factors, to acquire additional
shares of Class B Common Stock of the Company in open market or privately
negotiated transactions, to dispose of all or a portion of its holdings of
shares of Class B Common Stock of the Company or to change its intention with
respect to any or all of the matters referred to in this Item.
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CUSIP No. 900262-502
ITEM 5. Interest in Securities of the Issuer
The legal entities through which New TCI derived its
beneficial interests in: (i) an aggregate 30,177,596 shares of Class B Common
Stock; and (ii) an aggregate 6,037,080 shares of Class C Convertible (into 6
shares of Class B Common Stock each), results from its present sole ownership
of Old TCI and LMC, and said entities' respective holdings, are shown in tables
I (Old TCI) and II (LMC) below, as follows:
TABLE I
<TABLE>
<CAPTION>
Holdings
----------------------------------
Entity Cl B Common Cl C Pfd.
------ ----------- ---------
<S> <C> <C>
Communications Capital Corp. (1) 23,806,257
UA II Turner Investment, Inc. (1) 5,355,882
TCI Turner Preferred, Inc. (1) 34,245
United Cable Turner Investment, Inc. (1) 5,820,452
TCI TKR of Southern Kentucky, Inc. (2) 372,711
Heritage Communications, Inc. (3) 113,376 34,854
WestMarc Development Joint Venture (4) 75,532
---------- ---------
29,723,758 5,889,551
</TABLE>
__________________
(1) Wholly owned subsidiary of Old TCI
(2) Old TCI has an indirect majority (70%) interest in TKR Limited
Partnership, which is the sole stockholder of TCI TKR of Southern
Kentucky, Inc. A minority (30%) interest in TCI TKR Limited
Partnership is owned by SCI Cable Partners, of which last named, LMC
and Knight Ridder Cablevision, Inc. each own 50%. Through its 50%
interest in SCI Cable Partners, LMC holds a 15% interest in TCI TKR
Limited Partnership, which in turn has an interest in certain
securities of the Issuer.
(3) Majority owned subsidiary of Old TCI
(4) Wholly owned subsidiary of WestMarc Communications, Inc., which is a
wholly owned subsidiary of Old TCI.
TABLE II
<TABLE>
<CAPTION>
Holdings
-----------------------------------
Entity Cl B Common Cl C Pfd.
------ ----------- ---------
<S> <C> <C>
Lenfest Communications, Inc. (A) 285,381
TKR Cable Company (B) 453,838 147,529
------- -------
739,219 147,529
</TABLE>
_________________________
(A) 50% owned subsidiary of LMC; the Reporting Person disclaims beneficial
ownership of securities held by Lenfest Communications, Inc.
(B) 50% owned subsidiary of TKR Cable Company
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CUSIP No. 900262-502
(a) As described in Item 2, hereof, the Reporting Person
presently beneficially owns a total of 30,177,596 shares of the Company's Class
B Common Stock which represents 22.0% of the outstanding Class B Common Stock.
(b) The Reporting Person has the SOLE power to vote or to
direct the voting of 29,723,758 shares of the Class B Common Stock that it
beneficially owns and has the SOLE power to dispose of, or to direct the
disposition of 29,723,758 shares of the Class B Common Stock that it
beneficially owns. The Reporting Person has SHARED power to vote or to direct
the voting of 453,838 shares of the Company's Class B Common Stock and has
SHARED power to dispose of or to direct the disposition of the 453,838 shares
of the Company's Class B Common Stock that it beneficially owns. It also has
SOLE voting and investment power over up to 35,337,306 shares of Class B Common
Stock and SHARES voting and investment power over up to 885,174 shares of Class
B Common Stock which may hereafter be issued by the Company pursuant to the
derivative securities herein above referred to in this Item 5.
(c) Except as otherwise reported herein, neither the
Reporting Person nor, to its knowledge, any of the Schedule 1 Persons has
executed transactions in the Class B Common Stock of the Company during the
Past sixty (60) days. Prior to said time, beneficial interests in the Issuer's
Common Stock was acquired by the following Schedule 1 Persons: Mr. Bernard W.
Schotters, II, who so acquired 1,000 shares of Class A Common Stock; Mr. Peter
R. Barton, who so acquired 600 shares of Class A Common Stock and 300 shares of
Class B Common Stock; Mr. Fred A. Vierra, who so acquired 950 shares of Class A
Common Stock; and Mr. R. E. Turner, who so acquired claimed beneficial
interests in 55,224,754 Class A Common shares and 29,489,968 Class B Common
shares of the Issuer. Said respective interests in securities of the Issuer
are now each so held by said Persons.
(d) There is no person that has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Class B Common Stock beneficially owned by the Reporting Person,
except its wholly owned subsidiaries, Old TCI and LMC, and then only for the
benefit of the Reporting Person.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
There are presently no contracts, arrangements, understandings
or relationships among the Reporting Person and other persons with respect to
the Class B Common Stock of the Company nor with respect to the derivative
securities referred to in Items 1, 2 and 5, hereof, pursuant to which legal
title to additional shares may be issued to subsidiaries of Old TCI and LMC,
and then only for the benefit of the Reporting Person, EXCEPT as disclosed in
Exhibits B, C and D hereto, described in Item 7, below.
ITEM 7. Material to be Filed as Exhibits
A. Registration Statement on Form S-4, filed by TCI/Liberty
Holding Company on June 23, 1994 and thereafter amended and ordered effective
June 28, 1994, under Commission File No. 33-54263, which is hereby incorporated
by this reference.
The following Exhibits are hereby incorporated by reference to
the initial Schedule 13 D, dated June 11, 1987, filed June 15, 1987, by Old TCI
in respect of the Company, under Commission File No. 0-9334, as thereafter
amended:
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CUSIP No. 900262-502
B. Investors Agreement, Shareholders' Agreement, Time/TCI
Agreement and Voting Agreement, filed, respectively, as Exhibits F, G, H and I
in the mentioned initial Schedule 13 D.
C. First Amendment to Shareholders' Agreement, filed as Exhibit
(a) to Amendment No. 5, dated August 9, 1988 and filed August 10, 1988 to the
mentioned Schedule 13 D.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the entity whose signature
appears below constitutes and appoints Terrel E. Davis, its Associate General
Counsel, its true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for it and in its name, place and stead, in
any and all capacities, to sign any and all amendments to this Statement on
Schedule 13D and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as it might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
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.
Date: August 5, 1994 TELE-COMMUNICATIONS, INC.
By: /s/ STEPHEN M. BRETT
Stephen M. Brett
Sr. Vice President and
General Counsel
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CUSIP No. 900262-502
SCHEDULE 1
Directors, Executive Officers and Controlling Persons
of
Tele-Communications, Inc. ("TCI")
(name changed from TCI/Liberty Holding Company)
<TABLE>
<CAPTION>
Principal Business
or Organization in
Principal Occupation and Which Such Employment
Name Business Address Is Conducted
- ---- ------------------------ ---------------------
<S> <C> <C>
Bob Magness Chairman of the Board and Acquisition, development
Director of TCI and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
John C. Malone President and Chief Executive Acquisition, development
Officer and Director of TCI and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
Donne F. Fisher Executive Vice President, Acquisition, development
Treasurer, and Director of TCI and operation cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
John W. Gallivan Director of TCI; Newspaper publishing
Chairman of the Board
Kearns-Tribune Corporation
400 Tribune Building
Salt Lake City, UT 84111
Anthony Lee Coelho Director of TCI; Investment Services
President and CEO of
Wertheim Schroder Investment
Services, Inc.
787 7th Avenue, 5th Floor
New York, NY 10019
Kim Magness Director of TCI; Ranching and horse
Manages family business breeding
interests, principally in
ranching and breeding Arabian horses;
1470 South Quebec Way #148
Denver, CO 80231
</TABLE>
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CUSIP No. 900262-502
<TABLE>
<CAPTION>
Principal Business
or Organization in
Principal Occupation and Which Such Employment
Name Business Address Is Conducted
- ---- ------------------------ ---------------------
<S> <C> <C>
Robert A. Naify Director of TCI; Motion Picture
President and C.E.O. of Industry
Todd-AO Corporation;
172 Golden Gate Avenue
San Francisco, CA 94102
Jerome H. Kern Director of TCI; Senior Law
Partner in Baker & Botts, L.L.P.,
885 Third Avenue, Suite 1900
New York, NY 10022
Gary K. Bracken Senior Vice President & Acquisition, development
Controller of TCI Communications, Inc. and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
Stephen M. Brett Executive Vice President, Secretary Acquisition, development
and General Counsel of TCI and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
Brendan R. Clouston Executive Vice President of TCI Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems and cable
television programming
Barry Marshall Chief Operating Officer of Acquisition, development
TCI Cable Management Corporation and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
Larry E. Romrell Executive Vice President of TCI Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems and cable
television programming
Bernard W. Senior Vice President & Treasurer Acquisition, development
Schotters, II of TCI Communications, Inc. and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
</TABLE>
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CUSIP No. 900262-502
<TABLE>
<CAPTION>
Principal Business
or Organization in
Principal Occupation and Which Such Employment
Name Business Address Is Conducted
- ---- ------------------------ ---------------------
<S> <C> <C>
J.C. Sparkman Executive Vice President of TCI Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems and cable
television programming
Robert N. Thomson Senior Vice President, Government Acquisition, development
Affairs, of TCI Communications, Inc. and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
R. E. Turner Director of TCI; Cable Industry
Chairman of the Board and
President of Turner Broadcasting
System, Inc. since 1970
One CNN Center, 14th Fl North
Atlanta, GA 30303
Fred A. Vierra Executive Vice President of TCI Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems and cable
television programming
Peter R. Barton Executive Vice President of TCI Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems and cable
television programming
</TABLE>
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