<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 1994
REGISTRATION NO. 33-56559
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TURNER BROADCASTING SYSTEM, INC.
(Exact name of registrant as specified in its charter)
---------------------
<TABLE>
<S> <C>
GEORGIA 58-0958695
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
</TABLE>
ONE CNN CENTER
ATLANTA, GEORGIA 30303
(404) 827-1700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
MR. CHRISTIAN L. BECKEN
VICE PRESIDENT AND TREASURER
TURNER BROADCASTING SYSTEM, INC.
ONE CNN CENTER
ATLANTA, GEORGIA 30303
(404) 827-1700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
WITH A COPY TO:
LOUISE S. SAMS, ESQ.
TURNER BROADCASTING SYSTEM, INC.
ONE CNN CENTER
ATLANTA, GEORGIA 30303
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
PROPOSED
ADDITIONAL
ADDITIONAL PROPOSED MAXIMUM ADDITIONAL
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SHARES TO BE OFFERING OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PRICE(1) PRICE(1) FEE(2)
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B Common Stock,
par value $0.0625 593,000 shares $16.00 $9,488,000 $3,272
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee.
(2) A registration fee of $12,886 was paid when the Registration Statement was
first filed with respect to the 2,150,000 shares registered at that time.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
THIS PRELIMINARY PROSPECTUS AND THE INFORMATION CONTAINED HEREIN ARE
SUBJECT TO COMPLETION OR AMENDMENT AND PROSPECTIVE PURCHASERS ARE REFERRED
TO THE RELATED FINAL PROSPECTUS FOR DEFINITIVE INFORMATION ON ANY MATTER
CONTAINED HEREIN. THIS PRELIMINARY PROSPECTUS SHALL NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE
OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION
OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION.
SUBJECT TO COMPLETION, DATED DECEMBER 19, 1994
PROSPECTUS
TURNER BROADCASTING SYSTEM, INC.
2,743,000 SHARES
CLASS B COMMON STOCK
------------------
This Prospectus relates to the registration by the Selling Shareholder
named herein of a maximum of 2,743,000 shares (the "Shares") of Class B common
stock, par value $0.0625 per share ("Class B Common Stock"), of Turner
Broadcasting System, Inc., a Georgia corporation (the "Company"). See "Selling
Shareholder" and "Plan of Distribution." The Selling Shareholder has informed
the Company that he intends to exchange the shares registered hereby for shares
of the Company's Class A common stock, par value $0.0625 per share ("Class A
Common Stock") held by certain shareholders (the "Class A Shareholders"). The
Selling Shareholder also has informed the Company that he only intends to
dispose of the shares as described above.
The Shares offered hereby may be exchanged from time to time with Class A
Shareholders directly by the Selling Shareholder, through agents designated from
time to time or through dealers to be designated, on terms to be determined at
the time of exchange. To the extent required, the aggregate amount of Shares
being offered and the terms of the offering, the names of any such agents,
dealers or underwriters and any applicable commission with respect to a
particular offer will be set forth in the accompanying Prospectus supplement.
The aggregate proceeds to the Selling Shareholder from the exchange of the
Shares offered hereby will be the value of the shares of Class A Common Stock
received by the Selling Shareholder less the aggregate agents' commissions and
underwriters' discounts, if any. None of the proceeds from the exchange of the
Shares offered hereby will be received by the Company.
The Selling Shareholder and any agents or dealers that participate with the
Selling Shareholder in the exchange of the Shares offered hereby may be deemed
to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), and any commissions received by them may be
deemed underwriting commissions or discounts under the Securities Act.
The Class B Common Stock is listed and principally traded on the American
Stock Exchange, Inc. (the "AMEX") under the symbol "TBSB". On December 16, 1994,
the last reported sale price of the Class B Common Stock on the AMEX was $16 per
share. Prospective purchasers of Class B Common Stock are urged to obtain
current information as to market prices of the Class B Common Stock.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------
The date of this Prospectus is December 19, 1994
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Regional Offices of the Commission at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60621; and Seven World Trade Center, New York, New York 10048. Copies
of such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Certain equity securities of the Company are listed on the American Stock
Exchange, and reports and other information concerning the Company can be
inspected at the offices of such exchange at 86 Trinity Place, New York, New
York 10005. This Prospectus does not contain all of the information set forth in
the Registration Statement on Form S-3 and the exhibits thereto which the
Company has filed with the Commission (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), and to which
reference is hereby made for further information.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the Commission
and are hereby incorporated by reference in this Prospectus and shall be deemed
to be a part hereof:
1. Annual Report of the Company on Form 10-K for the year ended December
31, 1993 (as amended by a filing made on April 29, 1994);
2. The Company's Quarterly Reports on Form 10-Q for the periods ended March
31, 1994, June 30, 1994 (as amended by a filing made on August 12, 1994) and
September 30, 1994;
3. The Company's Current Reports on Form 8-K, dated January 24, 1994 (as
amended by a filing made on February 3, 1994), February 2, 1994 and February 7,
1994 (as amended by a filing made on April 6, 1994);
4. The Company's Proxy Statement, dated June 17, 1994, for its 1994 Annual
Meeting of Shareholders; and
5. The description of the Company's Class B Common Stock contained in the
section entitled "Description of the TBS Capital Stock" in the Company's
registration statement on Form S-4, No. 33-51739, as filed with the Commission
on December 29, 1993.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering made by this Prospectus
also shall be deemed to be incorporated herein by reference and shall be deemed
to be a part hereof from the date of filing of such documents (such documents,
and the document referred to above, being herein referred to as "Incorporated
Documents"). Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed Incorporated
Document or in an accompanying Prospectus Supplement modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, on the written or oral request of such person, a copy of any or all
of the documents referred to above which have been or may be incorporated in
this Prospectus by reference, other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into such Incorporated
Documents. Requests for such copies should be directed to Steven W. Korn,
Corporate Secretary, Turner Broadcasting System, Inc., One CNN Center, Atlanta,
Georgia 30303 (Telephone: (404) 827-1700).
2
<PAGE> 4
THE COMPANY
Turner Broadcasting System, Inc. (the "Company") is a diversified
information and entertainment company which was incorporated in the State of
Georgia in 1965. Through its subsidiaries, the Company owns and operates four
domestic entertainment networks, four international entertainment networks
(together the "Entertainment Networks"), and three news networks. The Company
produces, finances and distributes entertainment and news programming worldwide,
with operations in motion picture, animation and television production, video,
television syndication, licensing and merchandising, and publishing.
In December 1993, the Company acquired Castle Rock Entertainment ("Castle
Rock"), a motion picture and television production company, and in January 1994,
the Company completed its acquisition of New Line Cinema Corporation ("New
Line"), an independent producer and distributor of motion pictures.
Also in December 1993, the Company acquired the 50% interest in HB Holding
Co. not previously owned by the Company, which owns over 3,000 one-half hours of
animated programming.
As a result of the Company's recent acquisitions and expanded emphasis on
entertainment production and distribution, beginning with the 1993 year-end
reporting period and reclassified for prior periods, the Company's operations
were divided into two primary industry segments: Entertainment and News. The
Entertainment Segment consists of Entertainment Networks and Entertainment
Production and Distribution.
Entertainment Networks includes four domestic networks (TBS SuperStation,
Turner Network Television ("TNT"), the Cartoon Network and Turner Classic
Movies) and four international networks (TNT Latin America, Cartoon Network
Latin America, TNT & Cartoon Network Europe and TNT & Cartoon Network Asia).
The Entertainment Production and Distribution companies are involved in the
creation of programming or the distribution of original and library product to
the Entertainment Networks or third parties. Production companies include Turner
Pictures, Inc., which produces original movies for distribution in various
markets; TBS Productions, which specializes in non-fiction entertainment and
documentary productions; Hanna-Barbera Cartoons, Inc., an animation studio; the
newly acquired Castle Rock, a motion picture and television production company;
and New Line, a motion picture production and distribution company.
The Company owns two major copyright libraries. The Turner Entertainment
Co. library contains approximately 3,400 Metro-Goldwyn-Mayer, Inc., RKO
Pictures, Inc. and pre-1950 Warner Bros. films, 3,000 short subjects and 1,850
cartoon episodes, and a number of television shows. The Hanna-Barbera library
consists of over 3,000 half-hours of animation programming. This Company-owned
programming is marketed and distributed in the domestic theatrical,
pay-per-view, home video, syndication and basic cable network markets
principally through its own organization.
The Company's News Segment includes two domestic networks (Cable News
Network and Headline News) and one international network (CNN International),
all three of which are 24-hour per day television news services.
In addition to its Entertainment and News Segments, the Company owns or has
an interest in a number of other businesses, among them is ownership of
professional sports teams, including Major League Baseball's Atlanta Braves (a
consolidated entity included in the Other Segment) and the National Basketball
Association's Atlanta Hawks (a 96% limited partnership interest included in
equity in income (loss) of unconsolidated entities).
The Company also operates CNN Center, a multi-use office, retail and hotel
complex in Atlanta, where the Company's corporate and news operations are
headquartered (included in the Other Segment). The Company also holds a 22.5%
interest in n-tv, a 24-hour per day German language news network in Germany, a
one-third interest in a joint venture which operates a computerized ticket sales
agency and a 44% interest in the SportSouth Network (all of which are included
in equity in income (loss) of unconsolidated entities).
The Company's principal executive offices are located at One CNN Center,
Atlanta, Georgia 30303, and its telephone number is (404) 827-1700.
3
<PAGE> 5
USE OF PROCEEDS
The Shares covered by this Prospectus are offered for the account of the
Selling Shareholder. The Company will not receive any of the proceeds from the
exchange of the Shares offered hereby. See "Plan of Distribution."
SELLING SHAREHOLDER
The Selling Shareholder is R.E. Turner who has been Chairman of the Board,
President and Controlling Shareholder of the Company since 1970. The following
table sets forth certain information concerning the beneficial ownership of the
outstanding shares of Class B Common Stock by the Selling Shareholder as of
September 30, 1994:
<TABLE>
<CAPTION>
SHARES SHARES SHARES
BENEFICIALLY TO BE BENEFICIALLY
OWNED AS OF REGISTERED OWNED AFTER
SEPTEMBER 30, 1994 HEREBY THE EXCHANGE
---------------------- ---------- ---------------------
BENEFICIAL OWNER NUMBER PERCENT NUMBER NUMBER PERCENT
- -------------------- ---------- ------- ---------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
Class A Common Stock 55,317,254(1) 81.0 0 58,060,254 85.0
R. E. Turner........
Class B Common Stock 30,529,968(1) 22.2 2,743,000 27,786,968 20.2
</TABLE>
- ---------------
(1) Includes 559,962 shares of Class A Common Stock and 559,962 shares of Class
B Common Stock owned by Turner Outdoor, Inc., an affiliated corporation
which is wholly-owned by Mr. Turner, 3,000,000 shares of Class B Common
Stock as to which Mr. Turner has voting control but not dispository control
and 2,353,000 shares of Class B Common Stock held by a charitable remainder
unitrust, as to which shares Mr. Turner shares voting and dispositive
control. Also includes 500,000 shares of Class B Common Stock owned by Mr.
Turner's wife, as to which shares Mr. Turner disclaims beneficial
ownership, and 540,000 shares of Class B Common Stock held by the Turner
Foundation, Inc., as to which shares Mr. Turner disclaims beneficial
ownership.
PLAN OF DISTRIBUTION
The Selling Shareholder has informed the Company that he intends to
exchange the Shares registered hereby for an equivalent number of shares of the
Company's Class A Common Stock held by the Class A Shareholders. The Selling
Shareholder also has informed the Company that he only intends to dispose of the
shares as described above.
The Shares may be exchanged from time to time with the Class A Shareholders
directly by the Selling Shareholder, through agents designated from time to time
or through dealers to be designated, on terms to be determined at the time of
sale. To the extent required, the aggregate amount of shares of Class B Common
Stock being offered and the terms of the offering, the names of any such agents
or dealers and any applicable commission with respect to a particular offer will
be set forth in an accompanying Prospectus supplement.
The shares of Class B Common Stock offered hereby are intended to be
exchanged from time to time in one or more transactions for shares of Class A
Common Stock by the Selling Shareholder.
The Selling Shareholder will pay all of the costs, fees and expenses
incident to registration of the Shares hereunder.
4
<PAGE> 6
EXPERTS
The financial statements of the Company incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1993 have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
LEGAL MATTERS
The validity of the Shares will be passed upon for the Company by Steven W.
Korn, Esq., Vice President, General Counsel and Secretary of the Company.
5
<PAGE> 7
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- ------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.
---------------------
TABLE OF CONTENTS
PROSPECTUS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 3
Use of Proceeds....................... 4
Selling Shareholder................... 4
Plan of Distribution.................. 4
Experts............................... 5
Legal Matters......................... 5
</TABLE>
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- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
TURNER BROADCASTING
SYSTEM, INC.
2,743,000 SHARES
CLASS B COMMON STOCK
------------------
PROSPECTUS
------------------
DECEMBER 19, 1994
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- ------------------------------------------------------
<PAGE> 8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth an itemized statement of all estimated
expenses in connection with the issuance and distribution of the securities
being registered, all of which will be paid by the Selling Shareholder. All
amounts are estimates except the Registration Fee.
<TABLE>
<S> <C>
Registration Fee........................................................... $16,158
Printing Expenses.......................................................... 7,500
Legal Fees and Expenses.................................................... 3,750
Accounting Fees and Expenses............................................... 2,000
Miscellaneous.............................................................. 2,000
-------
Total............................................................ $31,408
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Bylaws provide for indemnification of directors and officers
of the Company against expenses (including attorneys' fees), judgments, fines,
settlements and other amounts actually incurred in connection with any
proceeding arising by reason of the fact that such person is or was an officer
or director of the Company.
The Company's Bylaws provide for indemnification of directors and officers
of the Company in connection with or resulting from any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, in which he or she may become involved by reason of his or her
being or having been a director or officer, or by reason of any action taken or
not taken in his or her capacity as such director or officer or as a member of
any committee appointed by the Board of Directors of the Company to act for, in
the interest of, or on behalf of the Company, provided such person acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Company and, in addition, with respect to any criminal
action or proceeding, did not have reasonable cause to believe that his or her
conduct was unlawful.
Indemnification is mandatory in the case of a director or officer who is
wholly successful on the merits or otherwise with respect to any claim, action,
suit or proceeding of the character described above. In other cases, the
determination whether to indemnify a director or officer is made by a majority
of disinterested directors, a majority of disinterested shareholders, or
independent legal counsel selected by any Judge of the United States District
Court for the Northern District of Georgia, Atlanta Division, at the request of
either the Company or the person seeking indemnification.
The Company's Articles of Incorporation provide that a director of the
Company will not be personally liable to the Company or its shareholders for
monetary damages for breach of duty of care or other duty as a director, except
for liability (i) for any appropriation, in violation of the director's duties,
of any business opportunity of the Company, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or knowing violation of law,
(iii) for making a distribution in violation of Section 14-2-831 of the Georgia
Business Corporation Code or (iv) for any transaction from which the director
derived an improper personal benefit.
The Company has insurance to indemnify its directors and officers, subject
to the limits contained in those policies, from those liabilities in respect of
which such indemnification insurance is permitted under the laws of the State of
Georgia.
II-1
<PAGE> 9
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBITS
- ------- ----------------------------------------------------------------------------------
<C> <S> <C>
4.1 -- Restated Articles of Incorporation of the Company, as amended (filed as Exhibit
3.1 to the Company's Form 10-Q for the fiscal quarter ended June 30, 1994, filed
with the Commission on August 12, 1994, and incorporated herein by reference).
4.2 -- Bylaws of the Company, as amended on and through November 13, 1990 (filed as
Exhibit 3.2 to the Company's Form 10-K for the fiscal year ended December 31,
1991, and incorporated herein by reference).
5 -- Opinion of Steven W. Korn, Esq.
23.1 -- Consent of Steven W. Korn, Esq. (included as part of the opinion submitted as
Exhibit 5).
23.2 -- Consent of Price Waterhouse LLP.
24 -- Power of Attorney.*
</TABLE>
- ---------------
* Previously filed.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
4. That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE> 10
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Wayne H. Pace and Steven W. Korn his or her true and lawful attorneys-in-fact
and agents, each acting alone, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all Amendments (including Post-Effective
Amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement, signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Atlanta, State of Georgia, on the 19th day of December, 1994.
TURNER BROADCASTING SYSTEM, INC.
By: /s/ R. E. TURNER*
R.E. Turner
Chairman of the Board of
Directors and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities on the 19th day of December, 1994.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ----------------------------
<S> <C>
R. E. TURNER* Chairman of the Board of
R. E. Turner Directors and President
(Chief Executive Officer)
WAYNE H. PACE* Vice President -- Finance
Wayne H. Pace (Chief Financial Officer)
WILLIAM S. GHEGAN* Vice President and
William S. Ghegan Controller (Chief
Accounting Officer)
HENRY L. AARON* Director
Henry L. Aaron
W. THOMAS JOHNSON* Director
W. Thomas Johnson
RUBYE M. LUCAS* Director
Rubye M. Lucas
</TABLE>
II-3
<PAGE> 11
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ----------------------------
<S> <C>
TERENCE F. McGUIRK * Director
Terence F. McGuirk
BRIAN L. ROBERTS * Director
Brian L. Roberts
SCOTT M. SASSA * Director
Scott M. Sassa
ROBERT SHAYE * Director
Robert Shaye
PETER R. BARTON * Director
Peter R. Barton
JOSEPH J. COLLINS* Director
Joseph J. Collins
MICHAEL J. FUCHS * Director
Michael J. Fuchs
GERALD M. LEVIN * Director
Gerald M. Levin
JOHN C. MALONE * Director
John C. Malone
TIMOTHY P. NEHER * Director
Timothy P. Neher
FRED A. VIERRA * Director
Fred A. Vierra
* By: /s/ STEVEN W. KORN
Steven W. Korn
as Attorney-in-fact
</TABLE>
II-4
<PAGE> 1
EXHIBIT 5
December 19, 1994
Board of Directors
Turner Broadcasting System, Inc.
One CNN Center
Atlanta, Georgia 30303
Re: Turner Broadcasting System, Inc. Registration Statement on Form S-3
Ladies and Gentlemen:
I am General Counsel of Turner Broadcasting System, Inc., a Georgia
corporation ("TBS"), and in such capacity I am charged with general supervisory
responsibilities for the legal affairs of TBS and its subsidiaries. This opinion
is furnished in connection with the preparation of a Registration Statement on
Form S-3 (the "Registration Statement") to be filed by TBS with the Securities
and Exchange Commission (the "Commission"). The Registration Statement relates
to the registration under the Securities Act of 1933, as amended (the "Act"), of
2,743,000 shares (the "Shares") of Class B common stock of TBS, par value
$0.0625 (the "TBS Class B Common Stock") currently held by a selling shareholder
of the Company.
This opinion is delivered in connection with the requirements of Item
601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of
(i) the Registration Statement, as filed with the Commission on the date hereof
under the Act; (ii) the Restated Articles of Incorporation of TBS and the Bylaws
of TBS; (iii) copies of certain resolutions adopted by the TBS Board of
Directors relating to, among other things, the Shares and the Registration
Statement; (iv) the form of a specimen certificate representing the TBS Class B
Common Stock; and (v) such other documents as I have deemed necessary or
appropriate as a basis for the opinions set forth below.
In my examination, I have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such copies.
I am licensed to practice law in the State of Georgia and express no
opinion as to the laws of any other jurisdiction, other than the laws of the
United States of America to the extent specifically referred to herein.
Based upon and subject to the foregoing, and assuming the conformity of the
certificates representing the Shares to the form of specimen thereof examined by
me and the due execution and delivery of such certificates, I am of the opinion
that the Shares have been duly authorized by requisite corporate action by TBS
and are validly issued, fully-paid and non-assessable.
This opinion is furnished to you solely for your benefit in connection with
the filing of the Registration Statement and is not to be used, circulated,
quoted or otherwise referred to for any other purpose without my prior written
consent. Notwithstanding the foregoing, I hereby consent to the filing of this
opinion with the Commission as Exhibit 5 to the Registration Statement. In
giving this consent, I do not thereby admit that I am in the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Steven W. Korn
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Steven W. Korn
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 15, 1994, which appears on page 51 of the 1993 Annual Report to
Shareholders of Turner Broadcasting System, Inc., which is incorporated by
reference in Turner Broadcasting System, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1993. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules, which appears on
page 35 of such Annual Report on Form 10-K. We also consent to the reference to
us under the heading "Experts" in such Prospectus.
Price Waterhouse LLP
Atlanta, Georgia
December 14, 1994
