TURNER BROADCASTING SYSTEM INC
SC 13G/A, 1994-03-01
TELEVISION BROADCASTING STATIONS
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<TABLE>
<S>                                                                <C>
                                                                            OMB APPROVAL
                                 UNITED STATES                     OMB number:        3235-0145
                       SECURITIES AND EXCHANGE COMMISSION          Expires:    October 31, 1994
                            WASHINGTON, D.C.  20549                Estimated average burden
                                                                   hours per response . . 14.90

                                  SCHEDULE 13G

                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                                
                              (AMENDMENT NO. 5)*
                                                 


                              TURNER BROADCASTING
                                (Name of Issuer)

                                    CLASS B                                       
                         (Title of Class of Securities)

                                   900262502                             
                                 (CUSIP Number)

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Check the following box if a fee is being paid with this statement [ ].  (A fee
is not required only if the filing 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 five percent or less of such class.)
(See Rule 13d-7).

*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 the
disclosures provided in a prior cover page.

The information required in 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).



SEC 1745 (2/92)                                             Page 1 of 4 Pages
                                                
<PAGE>   2
         CUSIP No.       900262502                   13G     Page 2 of 4 Pages  



       NAME OF REPORTING PERSON
   1   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       THE CAPITAL GROUP, INC.
       86-0206507


       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   2                      (a) [ ]

                          (b) [ ]

       SEC USE ONLY
   3



       CITIZENSHIP OR PLACE OF ORGANIZATION
   4
       DELAWARE


                                   SOLE VOTING POWER
                              5
         NUMBER OF                 3,664,000

          SHARES
                                   SHARED VOTING POWER
       BENEFICIALLY           6
                                   NONE
         OWNED BY

           EACH                    SOLE DISPOSITIVE POWER
                              7       
         REPORTING                 12,979,320
                                       
          PERSON
                                   SHARED DISPOSITIVE POWER
           WITH               8
                                   NONE


       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   9      
       12,979,320  Beneficial ownership disclaimed pursuant to Rule 13d-4
           

       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
  10



       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  11      
       10.63%
           

       TYPE OF REPORTING PERSON*
  12
       HC



                      *SEE INSTRUCTION BEFORE FILLING OUT!

                               Page 2 of 4 Pages

<PAGE>   3
         CUSIP No.       900262502                     13G     Page 3 of 4 Pages



       NAME OF REPORTING PERSON
   1   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
       CAPITAL RESEARCH AND MANAGEMENT COMPANY
       95-1411037


       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   2                      (a) [ ]

                          (b) [ ]

       SEC USE ONLY
   3



       CITIZENSHIP OR PLACE OF ORGANIZATION
   4
       DELAWARE


                                   SOLE VOTING POWER
                              5
         NUMBER OF                 NONE

          SHARES
                                   SHARED VOTING POWER
       BENEFICIALLY           6
                                   NONE
         OWNED BY

           EACH                    SOLE DISPOSITIVE POWER
                              7
         REPORTING                 7,572,880

          PERSON
                                   SHARED DISPOSITIVE POWER
           WITH               8
                                   NONE


       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   9
       7,572,880  Beneficial ownership disclaimed pursuant to Rule 13d-4


       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
  10



       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  11
       6.24%


       TYPE OF REPORTING PERSON*
  12
       IA



                      *SEE INSTRUCTION BEFORE FILLING OUT!

                              Page 3 of 4 Pages
<PAGE>   4
                                                                      Page 4
                       SECURITIES AND EXCHANGE COMMISSION     
                             Washington, D.C.  20549  
                                                                  

                                  Schedule 13G
                   Under the Securities Exchange Act of 1934
                                      
Fee enclosed [ ]  or Amendment No. 5
                                       
Item 1(a)   Name of Issuer:
            Turner Broadcasting

Item 1(b) Address of Issuer's Principal Executive Offices:
          One CNN Center
          100 International Blvd.
          Atlanta, GA  30303

Item 2(a) Name of Person(s) Filing:
          The Capital Group, Inc. and Capital Research and Management Company

Item 2(b) Address of Principal Business Office:
          333 South Hope Street
          Los Angeles, CA  90071

Item 2(c) Citizenship:   N/A 

Item 2(d) Title of Class of Securities:  Class B

Item 2(e) CUSIP Number:  900262502

Item 3   The person(s) filing is(are):

         (b) [ ] Bank as defined in Section 3(a)(6) of the Act.  
         (e) [x] Investment Adviser registered under Section 203 of the 
                 Investment Advisers Act of 1940.  
         (g) [x] Parent Holding Company in accordance
                 with Section 240.13d-1(b)(1)(ii)(G).

Item 4   Ownership

         (a) Amount Beneficially Owned:
             See item 9, pg. 2 and 3
         (b) Percent of Class:  See item 11, pg. 2 and 3
         (c) Number of shares as to which such person has: 
               i) sole power to vote or to direct the vote  See item 5, pg. 2 
                  and 3 
              ii) shared power to vote or to direct the vote  None 
             iii) sole power to dispose or to direct the disposition of  See 
                  item 7, pg. 2 and 3 
              iv) shared power to dispose or to direct the disposition of None
                  - beneficial ownership disclaimed pursuant to Rule 13d-4

Item 5   Ownership of 5% or Less of a Class:  N/A

Item 6   Ownership of More than 5% on Behalf of Another Person:  N/A

Item 7   Identification and Classification of the Subsidiary Which Acquired the
         Security Being Reported on By the Parent Holding Company

         (1) Capital Research and Management Company is an Investment Adviser
             registered under Section 203 of the Investment Advisers Act of
             1940 and is a wholly owned subsidiary of The Capital Group, Inc.
         (2) Capital Guardian Trust Company is a Bank as defined in Section
             3(a)(6) of the Act and a wholly owned subsidiary of The Capital
             Group, Inc.
         (3) Capital International Limited (CIL) does not fall within any of
             the categories described in Rule 13d-1-(b)(ii)(A-F) but its
             holdings of any reported securities come within the five percent
             limitation as set forth in a December 15, 1986 no-action letter
             from the Staff of the Securities and Exchange Commission to The
             Capital Group, Inc.  CIL is a wholly owned subsidiary of The
             Capital Group, Inc.
         (4) Capital International Research and Management, Inc. dba Capital
             International, Inc. is an Investment Adviser registered under
             Section 203 of the Investment Advisers Act of 1940 and is a wholly
             owned subsidiary of The Capital Group, Inc.
         (5) Capital International S.A. (CISA) does not fall within any of the
             categories described in Rule 13d-1-(b)(ii)(A-F) but its holdings
             of any reported securities come within the five percent limitation
             as set forth in a December 15, 1986 no-action letter from the
             Staff of the Securities and Exchange Commission to The Capital
             Group, Inc.  CISA is a wholly owned subsidiary of The Capital
             Group, Inc.


Item 8   Identification and Classification of Members of the Group:  N/A

Item 9   Notice of Dissolution of the Group:  N/A

Item 10  Certification

         By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course
of business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purpose or effect.

         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:  February 23, 1994
                     
                    
Signature:       /s/ Larry P. Clemmensen
               
Name/Title:      Larry P. Clemmensen, Exec. V.Pres. & PFO             
                     
                 The Capital Group, Inc.      
                    
Date:  February 23, 1994
                     

Signature:       /s/ Paul G. Haaga, Jr.

Name/Title:      Paul G. Haaga, Jr., Vice President and Treasurer   

                 Capital Research and Management Company         

<PAGE>   5
                                   AGREEMENT



                           Los Angeles, California
                                        
                              February 23, 1994
                                         

         Capital Research and Management Company ("CRMC") and The Capital
Group, Inc. ("CG") hereby agree to file a joint statement on Schedule 13G under
the Securities Exchange Act of 1934 (the "Act") in connection with their
beneficial ownership of Class B stock issued by Turner Broadcasting.

         CRMC and CG state that they are both entitled to individually use
Schedule 13G pursuant to Rule 13d-1(c) of the Act.

         Both CRMC and CG are responsible for the timely filing of the
statement and any amendments thereto, and for the completeness and accuracy of
the information concerning each of them contained therein but neither is
responsible for the completeness or accuracy of the information concerning the
other.

                                        CAPITAL RESEARCH AND MANAGEMENT COMPANY



                                        BY:    /s/ Paul G. Haaga, Jr.  
                                           -----------------------------------
                                                   Paul G. Haaga, Jr.
                                                   Senior Vice President


                                        THE CAPITAL GROUP, INC.


                                                  
                                        BY:    /s/ Larry P. Clemmensen 
                                           ----------------------------------
                                                   Larry P. Clemmensen 
                                                   Executive Vice President 
                                                     and PFO
                                                   

                                   EXHIBIT A


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