UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
TURNER BROADCASTING SYSTEM, INC.
(Name of Issuer)
CLASS B COMMON STOCK, PAR VALUE $.0625 PER SHARE
(Title of Class of Securities)
900262 50 2
(CUSIP Number)
Peter R. Haje, Esq.
General Counsel, Time Warner Inc.
75 Rockefeller Plaza, New York, NY 10019 (212) 484-8000
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
August 30, 1995
(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 the statement
/ /. (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 five percent or less 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 the
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).
Page 1 of 45
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 900262 50 2 Page 2 of 45 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Time Warner Inc.
IRS No. 13-1388520
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a / / b / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX 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
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 54,691,827 (See Item 5)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
54,691,827 shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 32.7% (See Item 5)
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 900262 50 2 Page 3 of 45 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Time TBS Holdings, Inc.
IRS No. 13-3412926
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a / / b / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AT
5 CHECK BOX 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
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 25,329,714 (See Item 5)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
25,329,714 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
25,329,714 shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 15.5%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 900262 50 2 Page 4 of 45 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warner Communications Inc.
IRS No. 13-2696809
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a/ / b / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX 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
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 7,469,537 (See Item 5)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
7,469,537 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
7,469,537 shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 5.3%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 900262 50 2 Page 5 of 45 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warner Cable Communications Inc.
IRS No. 13-3134949
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a / / b / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX 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
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 6,004,338 (See Item 5)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
6,004,338 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
6,004,338 shares (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 4.2%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 900262 50 2 Page 6 of 45 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Television and Communications Corp.
IRS No. 13-2922502
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a / / b / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A (See Item 3)
5 CHECK BOX 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
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 17,010,889 (See Item 5)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
17,010,889 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
17,010,889 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 12.4%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 900262 50 2 Page 7 of 45 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Time Warner Operations Inc.
IRS No. 13-3544870
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a / / b / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A (See Item 3)
5 CHECK BOX 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
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 4,881,687
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
4,881,687 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
4,881,687 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
<PAGE>
AMENDED AND RESTATED
SCHEDULE 13D
Time Warner Inc., a Delaware corporation ("Time Warner"),
Time TBS Holdings, Inc., a Delaware corporation ("Holdings"),
Warner Communications Inc., a Delaware corporation ("WCI"),
Warner Cable Communications Inc., a Delaware corporation
("WCCI"), American Television and Communications Corporation, a
Delaware corporation ("ATC") and Time Warner Operations Inc., a
Delaware corporation ("Operations"), hereby amend and restate in
its entirety, their statement on Schedule 13D relating to the
Class B Common Stock, par value $.0625 per share (the "TBS Class
B Common Stock"), of Turner Broadcasting System, Inc., a Georgia
corporation ("TBS"), as originally filed with the Securities and
Exchange Commission (i) by Holdings and Time Warner on June 15,
1987 and subsequently amended; and (ii) by WCCI and WCI on June
16, 1987 and subsequently amended. Time Warner, Holdings, WCI,
ATC, Operations and WCCI, are hereinafter collectively referred
to as the "Reporting Persons".
Pursuant to Rule 13D-1(f) under the Securities Exchange Act
of 1934, the Reporting Persons have agreed, to file one statement
with respect to their ownership of TBS Class B Common Stock, and
the joint Schedule 13D of the Reporting Persons, as amended and
restated in its entirety is hereinafter referred to as the
"Statement".
Item 1. Security and Issuer.
The Statement relates to the Class B Common Stock, $.0625
par value ("TBS Class B Common Stock"), of Turner Broadcasting
System, Inc. ("TBS"), a Georgia corporation, whose principal
executive offices are located at One CNN Center, Atlanta, Georgia
30348.
Item 2. Identity and Background.
This statement is being filed by the following companies:
Time Warner Inc., a Delaware corporation ("Time Warner"),
has its principal executive offices at 75 Rockefeller Plaza, New
York, New York 10019. Time Warner is a media and entertainment
company with operations in magazine and book publishing, recorded
music and music publishing, and interests in filmed
entertainment, cable television, and pay television programming.
Time TBS Holdings, Inc., a Delaware corporation and a wholly
owned subsidiary of Time Warner ("Holdings"), has its principal
executive offices at 75 Rockefeller Plaza, New York, New York
10019. Holdings holds securities of TBS and conducts no other
business.
Warner Communications Inc., a Delaware corporation and a
wholly owned subsidiary of Time Warner ("WCI"), has its principal
executive offices at 75 Rockefeller Plaza, New York, NY 10019.
WCI is a media and entertainment company with operations in
recorded music and music publishing and interests in filmed
entertainment, cable television and pay television programming.
The principal business of each of the following direct or
indirect wholly-owned subsidiaries of Time Warner is the holding
of a partnership interest in Time Warner Entertainment Company,
L.P., a Delaware limited partnership ("TWE"), which is 63.27%-
owned by Time Warner and which has operations in filmed
entertainment, cable television and pay television programming:
Warner Cable Communications Inc., a Delaware
corporation ("WCCI"), having its principal executive
offices at 300 First Stamford Place, Stamford, CT 06902.
American Television and Communications Corporation,
a Delaware corporation ("ATC"), having its principal
executive offices at 300 First Stamford Place,
Stamford, CT 06902.
Time Warner Operations Inc., a Delaware corporation
("Operations"), having its principal execuitve officers
at 75 Rockefeller Plaza, New York, NY 10019.
The name, business address, present principal occupation or
employment (and the name, principal business and address of any
corporation or other organization in which such employment is
conducted) of each director and executive officer of each of the
Reporting Persons is set forth in Annexes A through F,
respectively, which Annexes are incorporated herein by reference.
(a) None of the Reporting Persons or, to the best knowledge
of the Reporting Persons, any of the Persons, listed in Annexes A
through F hereto, has been convicted during the last five years
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of
which any such corporation or person was or is 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.
(b) To the best knowledge of the Reporting Persons, each of
the persons listed in Annexes A through F hereto is a United
States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Acquisition of TBS Securities by Subsidiaries of
Time Warner prior to 1990.
Pursuant to an Amended and Restated Subscription and
Registration Rights Agreement dated as of May 27, 1987 (the
"Subscription Agreement"), Holdings acquired 3,927,275 units of
TBS securities (the "Units"). Each Unit consisted of one share
of Class B Cumulative Preferred Stock of TBS, par value $.125 per
share (the "TBS Class B Preferred Stock") and one share of Class
C Convertible Preferred Stock of TBS, par value $.125 per share
(the "TBS Class C Preferred Stock").
On June 3, 1987, Time Warner (formerly known as Time
Incorporated) made a capital contribution of approximately
$180,000,000 from working capital to Holdings. These funds were
in turn used for the purchase of Units by Holdings. Based on the
estimated market value of $21.98 per share for the TBS Class C
Preferred Stock contained in the TBS proxy statement prepared for
the Special Meeting of Shareholders held on May 26, 1987 (the
"Proxy Statement"), $86,321,504.50 of the approximately
$180,000,000 paid by Holdings for its 3,927,275 Units constituted
consideration for the TBS Class C Preferred Stock.
On July 25, 1988, Time Warner made a capital contribution of
approximately $14,398,515 from working capital to Holdings.
Holdings used these funds for the purchase of 959,901 shares of
TBS Class B Common Stock from R.E. Turner, III ("Turner"). On
August 9, 1988, Holdings received a dividend on its TBS Class B
Preferred Stock of 767,677 shares of TBS Class B Common Stock.
No funds were expended to acquire such shares.
On April 30, 1989, Holdings received an additional dividend
on its TBS Class B Preferred Stock of 508,116 shares of TBS Class
B Common Stock. On June 30, 1989, Holdings acquired 39,957
shares of TBS Class C Preferred Stock of TBS owned by Sammons
Communications Inc. (the "Sammons Offer"), at a price of $64.70
per share, for an aggregate purchase price of $2,585,217, and on
August 2, 1989, Holdings acquired 319,967 shares of TBS Class B
Common Stock from Turner (the "1989 Turner Offer") at a price of
$38.75 per share for an aggregate purchase price of
$12,398,721.25. A capital contribution from the working capital
of Time Warner provided the funds for these purchases by
Holdings.
On July 24, 1989, Time Warner acquired a majority of the
outstanding shares of WCI common stock through a tender offer
and, as a result, Time Warner acquired an indirect beneficial
interest in all securities of TBS then owned by WCI and its
wholly owned subsidiaries.
Acquisition of TBS Securities
by Subsidiaries of WCI Prior to 1990
Pursuant to the Subscription Agreement, WCCI, a wholly owned
subsidiary of WCI, acquired 627,275 Units. Each Unit consisted
of one share of TBS Class B Preferred Stock and one share of TBS
Class C Preferred Stock. WCCI paid $45.833 for each Unit. The
Proxy Statement estimated the market value of the TBS Class C
Preferred Stock to be $21.98 per share. On the basis of the
estimate contained in the Proxy Statement, $13,787,504.50 of the
approximately $28,750,083.26 paid by WCCI for the 627,275 Units
constituted consideration for the TBS Class C Preferred Stock.
WCCI funded the purchase with the proceeds from an intercompany
loan from the working capital of WCI.
Between May and September 1988, Warner Communications
Investors, Inc., a wholly owned subsidiary of WCI ("TWII"), used
working capital to purchase an aggregate of 84,700 shares of
Class A Common Stock of TBS, par value $.0625 per share ("TBS
Class A Common Stock") for $1,255,287.50 and 123,500 shares of
TBS Class B Common Stock for $1,818,412.50, in a series of open
market purchases. In addition, in connection with an offer made
by Turner on May 9, 1988 to the holders of TBS Class C Preferred
Stock to sell an aggregate of 3,000,000 shares of TBS Class B
Common Stock at a price of $15 per share, TWII agreed to acquire
unsubscribed shares and purchased 1,153,318 shares of TBS Class B
Common Stock for an aggregate price of $17,299,770. The funds
for the purchase were obtained from a capital contribution to
TWII by WCI.
On August 9, 1988 and on April 30, 1989, WCCI, as a holder
of TBS Class B Preferred Stock, received dividends of 122,615 and
81,157 shares of TBS Class B Common Stock, respectively. No
funds were expended to acquire such shares.
On June 30, 1989, pursuant to the Sammons Offer, WCCI
acquired 6,382 shares of TBS Class C Preferred Stock for an
aggregate price of $412,915.40. WCCI obtained the funds for the
purchase from an intercompany loan from the working capital of
WCI. On August 2, 1989, TWII purchased 60,467 shares of TBS
Class B Common Stock pursuant to the 1989 Turner Offer, for an
aggregate purchase price of $2,343,096.25, funded from its
working capital.
Post 1990 Acquisition of TBS Securities by Time Warner
On May 10, 1990, Holdings acquired 23,132 shares of Class C
Preferred Stock at $90 per share at an aggregate purchase price
of $2,081,880, and WCCI acquired 3,695 of TBS Class C Preferred
Stock at an aggregate purchase price of $332,550, pursuant to an
offer by Viacom International Inc. ("Viacom") in accordance with
first refusal rights of the investors listed on Schedule I (the
"Investors") under the Investors' Agreement dated June 3, 1987,
among the Investors (the "Investors' Agreement").
Under the terms of Viacom's offer, shares were offered on a
pro rata basis to each Investor, with unsubscribed shares offered
to interested Investors. Holdings and WCCI were each allocated
their pro rata share plus a portion of the unsubscribed shares.
The purchase price paid by Holdings and WCCI for such shares was
provided through intercompany loans provided by Time Warner out
of its working capital.
On June 13, 1990 TWII acquired 13,000 shares of TBS Class B
Common Stock pursuant to a private sale by an individual
stockholder of TBS at a price of $50.25 per share, for an
aggregate purchase price of $653,250.
In response to offers made by Falcon Investors Group, Inc.
("Falcon") and Lenfest Communications, Inc. ("Lenfest"), Holdings
and WCCI acquired an aggregate of 70,452 shares of TBS Class C
Preferred Stock. Of such shares, 9,031 shares of TBS Class C
Preferred Stock were acquired from Falcon on July 27, 1990 at a
price of $101.32 per share, for an aggregate of $915,020, and
61,421 shares of TBS Class B Preferred Stock were acquired from
Lenfest on August 8, 1990 at a price of $101.30 per share, for an
aggregate of $6,221,947. Both such offers were made pursuant to
the Investors' Agreement and were offered on a pro rata basis,
with unsubscribed shares offered to interested Investors.
Holdings and WCCI were each allocated their pro rata share plus a
portion of the unsubscribed shares.
On January 9, 1991, TWII purchased an aggregate of 2,000,000
shares of TBS Class B Common Stock as follows: 1,000,000
purchased pursuant to a private sale by Turner and 500,000 were
purchased from each of the Turner Foundation, Inc. and the Turner
Charitable Remainder Unitrust (Turner, the Turner Foundation Inc.
and the Turner Charitable Remainder Unitrust are hereinafter
referred to collectively as the "Turner Group") at a price of
$11.75 per share, for a total purchase price of $23,500,000.
Such shares were acquired pursuant to an offer to Time Warner and
Tele-Communications, Inc. ("TCI") of an aggregate of 4,000,000
shares of TBS Class B Common Stock made by the Turner Group.
The consideration paid by each of TWII, Holdings and WCCI
for the purchase of (i) 13,000 shares of TBS Class B Common Stock
from an individual stockholder, (ii) an aggregate of 70,452
shares of TBS Class C Preferred Stock from Falcon and Lenfest,
and (iii) 2,000,000 shares of TBS Class B Common Stock from the
Turner Group, as described above, was through intercompany loans
provided by Time Warner out of its working capital.
On September 9, 1990, a three-for-one stock dividend (the
"Stock Dividend") was paid by TBS to holders of record of its
common stock on August 13, 1990. In connection with this Stock
Dividend, the conversion rights of the TBS Class C Preferred
Stock were adjusted proportionately, so that TBS Class C
Preferred Stock became convertible at the rate of six shares of
TBS Class B Common Stock for each share of TBS Class C Preferred
Stock.
On April 12, 1991, Holdings acquired 34,091 shares of TBS
Class C Preferred Stock at a price of $89.325 per share, for an
aggregate purchase price of $6,090,357.15, in response to an
offer by Lenfest to Time Warner and TCI. Holdings purchased half
of the shares offered for sale. The consideration paid by
Holdings was through an intercompany loan provided by Time Warner
out of its working capital.
Pursuant to Stock Purchase Agreements dated March 12, 1991
between TBS and certain of the Investors (the "Stock Purchase
Agreements"), Holdings and WCCI each agreed to use the cash
dividend payable to them on April 30, 1991 on shares of TBS Class
B Preferred Stock, to purchase additional shares of TBS Class B
Common Stock. As a result, on April 30, 1991, Holdings and WCCI
acquired an aggregate of 985,486 shares of TBS Class B Common
Stock at $14.25 per share for an aggregate purchase price of
$14,044,175.50, paid for by the cash dividend of $3.08333 per
share on the TBS Class B Preferred Stock.
In response to an offer made by Jones Intercable, Inc.
("Jones") to the Investors, on June 28, 1991 Holdings and WCCI
acquired an aggregate of 10,898 shares of TBS Class C Preferred
Stock at a price of $79.98 per share, for an aggregate purchase
price of $871,622.04. Holdings and WCCI were each allocated
their pro rata share plus a portion of the unsubscribed shares.
The consideration paid by Holdings and WCCI was through
intercompany loans provided by Time Warner out of its working
capital.
Pursuant to an exchange offer made by TBS on June 27, 1991
(the "Exchange Offer"), Holdings and WCCI (i) exchanged all
shares of TBS Class B Preferred Stock for shares of TBS Class B
Common Stock at the rate of 1.9271 for each share of TBS Class B
Preferred Stock; and (ii) were issued 7,790,177 shares of TBS
Class B Common Stock and, subsequently received 1,244,268 shares
of TBS Class B Common Stock valued at $16 per share, as a result
of dividends accrued on the TBS Class B Preferred Stock from May
1, 1991 through July 26, 1991.
In response to offers made to the Investors by William
Ingram and Landmark Cablevision, a corporation controlled by him
(together, "Landmark"), offering to sell an aggregate of 6,000
shares of TBS Class C Preferred Stock (the "Shares") at a price
of $84.75 per share, on August 13, 1991 Holdings and WCCI
acquired an aggregate of 5,821 of such Shares at an aggregate
purchase price of $493,330. Landmark's offers were made in
accordance with first refusal rights contained in the Investors'
Agreement.
Under the terms of the offers, the Shares were offered on a
pro rata basis equal to each Investor's proportionate ownership
of Class C Preferred Stock, with unsubscribed Shares offered to
interested Investors. Holdings and WCCI were each allocated
their pro rata share plus all unsubscribed Shares. The
consideration paid by Holdings and WCCI was provided by Time
Warner out of its working capital through intercompany loans.
On December 3, 1991, TWII purchased 1,000,000 shares of TBS
Class B Common Stock pursuant to a private sale by Turner at a
price of $15.375 per share, for a total purchase price of
$15,375,000. Such shares were purchased from Turner pursuant to
an offer by Turner to Time Warner and TCI to sell an aggregate of
2,000,000 shares of TBS Class B Common Stock. TWII and a
subsidiary of TCI each purchased one-half of the shares offered
for sale. The consideration paid by TWII was provided by Time
Warner out of its working capital through an intercompany loan.
In connection with a corporate reorganization and the
capitalization of TWE completed on June 29, 1992, all shares of
Class A Common Stock of TBS owned by TWII and all shares of TBS
Stock Class B Common Stock owned by such company and Holdings and
certain shares of TBS Class B Common Stock owned by WCCI, were
transferred to various other subsidiaries of Time Warner (the
"Time Warner Subsidiaries"). Payment in connection with such
transfers was made through intercompany accounts. Subsequently,
as a result of a series of mergers among Time Warner direct and
indirect wholly-owned subsidiaries, all of the shares of TBS
Class B Common Stock owned by certain of the Time Warner
Subsidiaries, were transferred to WCI, WCCI, Holdings, ATC and
Operations, as the case may be, by operation of law. No
consideration was paid in connection with such transfers. The
reorganization and the subsequent series of mergers had no effect
on Time Warner's overall beneficial interest in securities of
TBS. A list of the TBS Class A Common Stock and the TBS Class B
Common Stock beneficially owned by each Reporting Person is set
forth in Table 1 provided in Item 5, below.
Item 4. Purpose of Transaction.
The shares of TBS Class C Preferred Stock were acquired by
Holdings and WCCI for the purpose of investment and to enable TBS
to redeem its outstanding Series A Cumulative Preferred Stock,
par value $.10 per share. Time Warner, through TWE, has an
ongoing business relationship with TBS, principally as a customer
of pay television programming provided by the TBS cable
television operations, and has an interest in ensuring the
viability of TBS and the continued availability of such
programming.
At the closing of TBS's sale of the Units in 1987, seven
additional directors (the "Class C Directors") designated by the
Investors were appointed to the TBS Board of Directors by the
existing TBS directors. Three of such directors were nominated
by the Reporting Persons. Pursuant to Article 5, Section C of
TBS' Restated Articles of Incorporation, as amended (the "Amended
Articles"), the holders of TBS Class C Preferred Stock are
entitled to elect seven of the fifteen members of the TBS Board
of Directors (the "Class C Directors"), and holders of TBS Class
A Common Stock and TBS Class B Common Stock, voting together as a
class, are entitled to elect eight members of the TBS Board of
Directors (the "Common Share Directors"). The Board of
Directors' nominees for election for the Class C Directors and
the Common Share Directors are to be selected prior to each
annual meeting by a majority vote of the then existing directors
of each respective class. Directors of each class may only be
removed by the holders of shares of such class, and vacancies in
any class of directors may only be filled by the directors of
such class or, in the case of removal, by the holders of shares
of such class.
Until such date as less than 4,000,000 shares of TBS Class C
Preferred Stock remain outstanding (the "Termination Date"), the
holders of the TBS Class C Preferred Stock have the right to vote
as a separate class for the election of the Class C Directors and
on certain other specified matters as set forth in paragraph 4(g)
of Article 5, Section C of the Amended Articles.
Pursuant to Article XII of the TBS By-laws (the "By-laws"),
the affirmative vote of at least twelve members of the Board of
Directors (at least four of whom must be Class C Directors) is
required until the Termination Date to approve certain matters
set forth in Article XII, Section 3 ("supermajority matters").
Pursuant to the terms of a Shareholders' Agreement dated
June 3, 1987 among TBS, Turner, and the Investors, as amended by
the First Amendment thereto dated as of April 15, 1988 (the
"First Amendment") (such agreement as so amended is hereinafter
referred to as the "Shareholders' Agreement"), in the event
Turner receives a bona fide offer from an unaffiliated party to
purchase all Common Stock and Convertible Preferred Stock (as
defined in the Shareholders' Agreement) (collectively, the
"Turner Shares") which would result in a Prohibited Effect (as
defined below), Turner is obligated first to offer to sell such
shares to the Investors on terms no more favorable to Turner than
those contained in the offer received by him from such
prospective purchaser.
A Prohibited Effect is defined in the Shareholders'
Agreement as (i) the outstanding Common Stock (as defined in the
Shareholders' Agreement) as to which Turner exercises both voting
and dispositive control, representing less than forty-one percent
(fifty-one percent on and after the Split Date, as defined
herein) of the total voting power represented by the Common Stock
(as defined in the Shareholders' Agreement) and the TBS Class C
Preferred Stock then outstanding or (ii) the sum of the
outstanding Common Stock (as defined in the Shareholders'
Agreement) as to which Turner exercises both voting and
dispositive control and the Common Stock (as defined in the
Shareholders Agreement) underlying Convertible Securities (as
defined in the Shareholders' Agreement) as to which Turner
exercises dispositive control, representing less than forty-one
percent (fifty-one percent on and after the Split Date), of the
total voting power represented by the sum of (x) the Common Stock
(as defined in the Shareholders' Agreement) then outstanding and
the Common Stock (as defined in the Shareholders' Agreement)
which may be issued without the approval of the TBS Class C
Preferred Stock and (without duplication) (y) the Common Stock
(as defined in the Shareholders' Agreement) underlying all
Convertible Securities (including the TBS Class C Preferred
Stock) then outstanding and underlying all Convertible Securities
(as defined in the Shareholders' Agreement) which may be issued
without the approval of the holders of the TBS Class C Preferred
Stock.
Pursuant to the Shareholders' Agreement, Turner is also
required to offer to sell the Turner Shares to the Investors at
the Appraised Value (as defined in the Shareholders' Agreement)
upon the occurrence of certain events, including voluntary and
involuntary bankruptcy, the appointed of a trustee or other legal
custodian (other than in connection with death or incapacity)
over his property, and the issuance of any writ of attachment or
similar court order preventing Turner from exercising his rights
with respect to his Common Stock (as defined in the Shareholders'
Agreement). In the event of Turner's death, the executor or
administrator of his estate or his heirs (the "Estate") have the
right to offer to sell all of the Turner Shares to the Investors
at their Pro Rata Value (as defined in the Shareholders'
Agreement). Following 120 days after Turner's death, an Investor
or group of Investors owning at least a majority of outstanding
shares of TBS Class C Preferred Stock is entitled to require the
Estate to offer to sell the Turner Shares to the Investors at
their Pro Rata Value.
Pursuant to the Shareholders' Agreement, Turner and each of
the Investors has agreed to vote all Common Stock (as defined in
the Shareholders' Agreement) and TBS Class C Preferred Stock
owned by him or such Investor or as to which Turner or the
Investor has voting control (i) in accordance with the decision
of the TBS Board of Directors with respect to any supermajority
matter (except such as may be required by law or by the Restated
Articles to be submitted to a separate class vote of the holders
of TBS Class C Preferred Stock), (ii) for the election of the
Common Share Directors nominated by the Board of Directors and
(iii) for the approval of an amendment (the "Proposed Amendment")
to the Restated Articles.
The Proposed Amendment was adopted by the shareholders of
TBS on August 10, 1987. Upon the filing of the Amendment with
the Secretary of State of the State of Georgia on August 25, 1987
(the "Split Date"), each outstanding share of TBS Common Stock,
par value $.125 ("TBS Common Stock"), was reclassified into one
share of TBS Class A Common Stock and one share of TBS Class B
Common Stock (the "Split") and the conversion rate of the TBS
Class C Preferred Stock was changed from the initial conversion
rate of one share of TBS Common Stock for each share of Class C
Preferred Stock to two shares of TBS Class B Common Stock for
each share of Class C Preferred Stock. The TBS Class A Common
Stock and the TBS Class B Common Stock are identical in all
respects except for voting power and amounts payable upon the
declaration of cash dividends. The TBS Class A Common Stock has
one vote per share and the TBS Class B Common Stock has one-fifth
of a vote per share. The TBS Class A Common Stock is entitled to
a cash dividend per share equal to 90% of the cash dividend
payable on each share of TBS Class B Common Stock.
Under the terms of the First Amendment, each of the
Investors agreed to vote all shares of TBS Class B Common Stock,
TBS Class C Preferred Stock and TBS Class B Preferred Stock owned
by such Investors for the approval of a proposed amendment to the
Amended Articles (the "1988 Amendment"). The 1988 Amendment,
which was adopted by the TBS shareholders on July 15, 1988,
permits TBS, for a period of time, to satisfy its dividend
obligations with respect to the TBS Class B Preferred Stock in
shares of TBS Class B Common Stock in certain events if TBS is
not able to pay a cash dividend. On August 9, 1988, Holdings
received a dividend on its Class B Preferred Stock consisting of
767,677 shares of TBS Class B Common Stock.
Pursuant to an Agreement dated as of June 3, 1987 (the
"Voting Agreement"), among TCI Turner Preferred, Inc. ("TCITP""),
Holdings, United Artists Communications, Inc. ("UA") and United
Cable Television Corporation ("UCT")(collectively, the "Time/TCI
Group"), and WCCI and Continental Cablevision, Inc.
("Continental"), each of the parties agreed to vote all of the
TBS Class C Preferred Stock owned by it for the election of five
Class C Directors nominated by the Time/TCI Group and for the
election of one Class C Director nominated by each of WCCI and
Continental (and, if so requested by the nominating party, to
vote for, or to cause its nominees who serve as directors to vote
for, the removal of the Class C Director nominated by such
requesting party).
Pursuant to the terms of the Investors' Agreement, each
Investor agreed that prior to converting any shares of its TBS
Class C Preferred Stock or making any disposition which would
result in such a conversion, it will first offer to sell such
shares of TBS Class C Preferred Stock to the other Investors.
Such shares to be allocated among the Investors electing to
purchase such shares in proportion to their relative holdings of
TBS Class C Preferred Stock. The Investors' Agreement also
requires an Investor, upon the happening of certain events
(including voluntary and involuntary bankruptcy, insolvency or
similar proceedings, the appointment of a trustee or other legal
custodian for the Investor's property, and the issuance of any
writ of attachment or similar court order preventing the Investor
from exercising its rights with respect to its TBS Class C
Preferred Stock), to offer to sell all of its shares of TBS Class
C Preferred Stock to the other Investors. In either event,
purchases by the electing Investors shall be made at a price per
share equal to and payable by (i) transfer of that number of
shares of TBS Class B Common Stock into which the TBS Class C
Preferred Stock is then convertible or (ii) payment of an amount
in cash equal to the market value at that time of the number of
shares of TBS Class B Common Stock into which a share of TBS
Class C Preferred Stock is then convertible.
The Investors' Agreement also allows Investors who elect,
pursuant to the Shareholders' Agreement, to purchase their
proportionate share of Common Stock (as defined in the
Shareholders' Agreement) and Convertible Securities (as defined
in the Shareholders' Agreement) from Turner to require the
Investors who have not so elected to sell to the electing
Investors all or such portion of their TBS Class C Preferred
Stock as the electing Investors determine.
The Investors' Agreement terminates on the earlier of (i)
the Termination Date and (ii) the execution by the Investors of a
binding agreement to sell their TBS Class C Preferred Stock to a
third party pursuant to the Shareholders' Agreement.
An Agreement dated June 3, 1987, among Time Warner,
Holdings, TCI, TCITP, UA and UCT (the "Time/TCI Agreement"),
provides a mechanism whereby parity of ownership of TBS Class C
Preferred Stock as between Time Warner and its controlled
affiliate (the "Time Group"), on the one hand, and TCI, UA and
UCT and their respective controlled affiliates (the "TCI Group";
both the Time Group and the TCI Group sometimes referred to
collectively as the "Groups"), on the other hand, may be achieved
and maintained through the granting of rights of first refusal
(in the case of dispositions by a Group) and options to purchase
(in the case of acquisitions by a Group) of any TBS Class C
Preferred Stock. In addition, (i) similar rights of first
refusal and options to purchase apply to the purchase and sale of
other TBS Shares by a Group and (ii) if Turner, pursuant to the
Shareholders' Agreement, sells all his TBS Shares, the Groups
will arrange the purchase of such TBS Shares from Turner and will
make such sales of TBS Shares among themselves as will result in
parity of ownership with respect to each class and series of TBS
Shares. TBS Shares are defined in the Time/TCI Agreement as
shares of voting capital stock (other than shares of those
classes or series which are entitled to vote only during the
continuance of a payment default or financial covenant default
with respect to such class or series) of TBS.
The Time/TCI Agreement further provides that, of the five
Class C Directors nominated by the Time/TCI Group, two are to be
nominated by the Time Group and three by the TCI Group until
parity is reached in the ownership of TBS Class C Preferred
Stock, at which time the Time Group and the TCI Group shall each
nominate the same number of Class C Directors or if the total
number of Class C Directors to be nominated by the Time/TCI Group
is not an even number at that time, the two must agree to the
remaining Class C Director, and if they cannot, they will vote
against any nominee to such position.
The Time/TCI Agreement also provides that the Time Group and
TCI Group will vote all of their shares of TBS capital stock
together on all other matters presented to a vote of all holders
of such shares, and if they cannot agree, to vote together
against approval of any such matter.
The parties to the Time/TCI Agreement have agreed that from
and after the purchase of the Turner Shares, to the extent that
the Time Group and the TCI Group can cause such effect, UA shall
be responsible for the day-to-day management of TBS as it relates
to the MGM-UA film library and Time shall be responsible for the
day-to-day management and operations of all other operations
relating to TBS.
Pursuant to an agreement dated June 3, 1987 between
Continental and Time Warner, Continental has the option to sell
all its TBS Class C Preferred Stock, not in excess of the number
of shares of TBS Class C Preferred Stock originally purchased by
Continental pursuant to the Subscription Agreement, to Time
Warner upon (i) the purchase by Time Warner of any Turner Shares
pursuant to Section 4 of the Shareholders' Agreement at the per
share price at which Time Warner purchased TBS Class B Common
Stock into which the TBS Class C Preferred Stock is then
convertible, subject to Time Warner's obligations under the
Time/TCI Agreement or (ii) the purchase by the Time Group of all
TBS Shares of the TCI Group at the price at which Time Warner
purchased such securities from the TCI Group.
The shares of TBS Class B Common Stock and shares of TBS
Class C Preferred Stock acquired by Holdings, WCCI and TWII in
the transactions described under Item 3 of the Statement were
acquired for the purpose of investment.
The intercompany transfer of shares of TBS Class A Common
Stock and shares of TBS Class B Common Stock described in Item 3
of the Statement was effected in connection with a corporate
reorganization and the capitalization of TWE completed by Time
Warner during June, 1992. The subsequent intercompany transfer
of certain shares of TBS Class B Common Stock was effected in
connection with a series of intercompany mergers.
On August 30, 1995, Time Warner and TBS announced that they
were in discussions to merge their companies. They further
stated that the discussions concern an exchange of Time Warner
stock for TBS stock, following which TBS would become a wholly
owned subsidiary of Time Warner. The announcement also stated
that significant issues remain to be negotiated and there can be
no assurance that agreement will be reached or a transaction
consummated.
Except as set forth herein, the Reporting Persons have no
plans or proposals that would related to or result in any of the
matters of the type set forth in clauses (a) through (j) of Item
4 of Schedule 13D.
Item 5. Interest in Securities of TBS.
(a) and (b). The Reporting Persons directly own (or own in
street name for such Person's account) the following securities
of TBS:
Table 1.
Title of Class Number of Shares Directly
Owned by the Reporting Persons
Class A Common Stock 254,100 (WCI)
Class B Common Stock 17,010,889 (ATC)
4,881,687 (Operations)
1,991,310 (WCCI)
1,465,199 (WCI)
25,349,085 Total
Class C Preferred Stock 4,221,619 (Holdings)
668,838 (WCCI)
4,890,457 Total
Holdings, by virtue of its ownership of 4,221,619 shares of
Class C Preferred Stock (each of which shares is convertible into
six shares of TBS Class B Common Stock), beneficially owns
25,329,714 shares of TBS Class B Common Stock. WCCI, by virtue
of its ownership of 668,838 shares of Class C Preferred Stock and
1,991,310 shares of TBS Class B Common Stock, beneficially owns
6,004,338 shares of TBS Class B Common Stock. The table below
sets forth the percent of class represented by the Class B Shares
beneficially owned by each of the Reporting Persons other than
Time Warner and WCI. The percentage of outstanding Class B
Common Shares is determined in each case pursuant to Rule 13d-
3(d)(1) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and is based on the number of Class B
Common Shares outstanding on June 30, 1995.
Table 2.
Reporting Persons Percent of TBS Class B
Common Stock Represented
by Shares Beneficially
Owned by Such Person
Holdings 15.5
WCCI 4.2
ATC 12.4
Operations 3.5
Because each of the Reporting Persons is a direct or
indirect wholly-owned subsidiary of Time Warner, Time Warner may
be deemed to be the indirect beneficial owner of the shares of
TBS Class B Common Stock beneficially owned by such subsidiaries
and each shares with Time Warner the power to direct the voting
and disposition of such shares. Accordingly, Time Warner itself,
and the Reporting Persons as a group, beneficially own an
aggregate of 54,691,827 shares of TBS Class B Common Stock
(including 29,342,742 shares of TBS Class B Common Stock issuable
upon conversion of shares of Class C Preferred Stock owned by the
Reporting Persons), constituting approximately 32.7% of the Class
B Common Shares of TBS. In addition, WCCI is a direct subsidiary
of WCI and, therefore, WCI may also be deemed to be the indirect
beneficial owner of the 7,469,537 shares of TBS Class B Common
Stock owned by WCCI (including Shares issuable upon conversion),
constituting approximately 5.3% of the TBS Class B Common Stock
of TBS.
Because of the provisions of certain agreements described in
Item 4 relating to the voting and disposition of the Class C
Preferred Stock, the Investors and Turner may be deemed to
constitute a "group"; the Investors may be deemed to constitute a
"group"; Holdings, the TCI Group, WCI and Continental may be
deemed to constitute a "group"; and Time Warner, Holdings and the
TCI Group may be deemed to constitute a "group". The Investors
as a group have the right to acquire, upon the conversion of the
Class C Preferred Stock, an aggregate of 74,381,856 shares of TBS
Class B Common Stock. The Reporting Persons disclaim beneficial
ownership of all securities of TBS owned by persons in any of the
"groups" listed in this paragraph, other than the securities
listed in Table 1 set forth herein or the securities issuable
upon conversion of any such securities.
TWII, Capital Cablevision Systems Inc., Home Box Office,
Inc., Memphis CATV, Inc., People's Cable Corporation, SIFTA
Milwaukee Cable Corp., TA Milwaukee Cable Co., Inc., Warner Cable
Operating Inc. and Warner Cable of New York Inc. have ceased to
be Reporting Persons as a result of the intercompany transfer of
shares of TBS Class B Common Stock described in Item 3 of this
Statement.
(c) No transactions in the securities of TBS have been
effected during the past 60 days by the Reporting Persons or by
the persons named on Annexes A through F to this Statement.
Item 6. Contracts, Arrangements, Understandings or
Relationship with Respect to Securities of TBS.
Reference is made to the description of the agreements and
discussions in Item 4 of this Statement on Schedule 13D. Except
as indicated in this Statement on Schedule 13D, there are no
contracts, arrangements, understandings or relationships (legal
or otherwise) among the Reporting Persons and the persons listed
on Annexes A through F hereto or between the Reporting Persons
or, to the best knowledge of the Reporting Persons, any of the
persons listed on Annexes A through F hereto, on the one hand,
and any other persons, on the other hand, with respect to any
securities of TBS.
Item 7 Material to be Filed as Exhibits.
The exhibits listed on the accompanying Exhibit Index have
been filed as part of this Statement and such Exhibit Index is
incorporated herein by reference.
SIGNATURE
After reasonable inquiry and to the best of the knowledge
and belief of the undersigned, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
Dated: August 31, 1995 TIME WARNER INC.
By: /s/ Peter R. Haje
Name: Peter R. Haje
Title: Executive Vice President
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
Exhibit 1 Amended and Restated Subscription and
Registration Rights Agreement dated as
of May 27, 1987, among Turner
Broadcasting System, Inc. ("TBS")
and the Investors (reference is made
to Exhibit 1 to the Schedule 13D
relating to TBS (File No. 0-9334)
filed by Time Warner on June 12, 1987).
Exhibit 2 Shareholders' Agreement dated as of
June 3, 1987, among TBS, R.E. Turner,
III ("Turner"), and the Investors
(reference is made to Exhibit 2 to
the Schedule 13D relating to TBS
(File No. 0-9334) filed by Time
Warner on June 12, 1987).
Exhibit 2(a) First Amendment to the Shareholders'
Agreement dated as of April 15, 1988
(reference is made to Exhibit 2(a)
to Amendment No. 2 to the Schedule
13D relating to TBS (file No. 0-9334)
filed by Time Warner on June 27, 1988).
Exhibit 3 Voting Agreement dated as of June 3,
1987, among TCI Turner Preferred,
Inc., Time TBS Holdings, Inc.
("Holdings"), United Artists
Communications, Inc., United
Cable Television Corporation,
Warner Cable Communications,
Inc. ("Warner Cable") and
Continental Cablevision, Inc.
(reference is made to Exhibit 3
to the Schedule 13D relating to
TBS (File No. 0-9334) filed by
Time Warner on June 12, 1987).
Exhibit 4 Investors' Agreement dated as of
June 3, 1987, among TBS and the
Investors (reference is made to
Exhibit 4 to the Schedule 13D
relating to TBS (File No. 0-9334)
filed by Time Warner on June 12, 1987).
Exhibit 5 Agreement dated as of June 3,
1987, among Time Incorporated,
Holdings, Tele-Communications,
Inc., TCI Turner Preferred,
Inc., United Artists Communications,
Inc. and United Cable Television
Corporation (reference is made
to Exhibit 5 to the Schedule 13D
relating to TBS (File No. 0-9334)
filed by Time Warner on June 12, 1987).
Exhibit 6 Joint Filing Agreement.
<PAGE>
<PAGE>
ANNEX A
The following is a list of the directors and executive
officers of Time Warner Inc. ("Time Warner"), setting forth the
business address and present principal occupation or employment
(and the name, principal business and address of any corporation
or organization in which such employment is conducted) of each
such person. To the best knowledge of Time Warner, each person
is a citizen of the United States of America.
Principal Occupation or
Name Office Employment and Address
Merv Adelson Director Chairman,
East-West Capital
Associates
11111 Santa Monica Blvd.
Los Angeles, CA 90025
(private investment
company)
Timothy A. Senior Vice Senior Vice President
Boggs President Time Warner
800 Connecticut Avenue,
NW, Suite 800
Washington, DC 20006
Richard J. Senior Vice Senior Vice President
Bressler President and Chief Financial
and Chief Officer,
Financial Time Warner
Officer 75 Rockefeller Plaza
New York, NY 10019
Lawrence B. Director Partner,
Buttenwieser Rosenman & Colin
575 Madison Avenue
New York, NY 10022
(attorney)
Edward S. Director Chairman,
Finkelstein Finkelstein
Associates Inc.
712 Fifth Avenue
New York, NY 10019
(consulting)
Beverly Sills Director Chairman-Lincoln Center
Greenough for the Performing Arts
211 Central Park West
New York, NY 10024
(entertainment)
Peter R. Haje Executive Vice Executive Vice President,
President, Secretary and General
Secretary and Counsel,
General Counsel Time Warner
75 Rockefeller Plaza
New York, NY 10019
Carla A. Hills Director Chairman and Chief
Executive Officer
Hills & Company
1200 19th Street, NW
Washington, DC 20036
(international trade
consultants)
Tod R. Hullin Senior Vice Senior Vice President
President Time Warner
75 Rockefeller Plaza
New York, NY 10019
David T. Kearns Director Senior University Fellow,
Harvard University
100 First Stamford Place
Stamford, CT 06904-2340
Gerald M. Levin Director, Chairman and Chief
Chairman and Executive Officer,
Chief Executive Time Warner
Officer 75 Rockefeller Plaza
New York, NY 10019
Philip R. Senior Vice Senior Vice President,
Lochner, Jr. President Time Warner
75 Rockefeller Plaza
New York, NY 10019
Henry Luce, III Director Chairman and Chief
Executive Officer,
The Henry Luce
Foundation, Inc.
720 Fifth Avenue
New York, NY 10019
(private foundation)
Reuben Mark Director Chairman and Chief
Executive Officer
Colgate-Palmolive Company
300 Park Avenue
New York, NY 10022
(consumer products)
Michael A. Miles Director Former Chairman and Chief
Executive Officer of
Philip Morris Companies
Inc., Director of
Sears Roebuck & Co., Dean
Witter and Discover & Co.
J. Richard Director Chairman of the
Munro Executive/Finance
Committee and Advisor to
the Company
Time Warner
75 Rockefeller Plaza
New York, NY 10019
Richard D. Director Director and President,
Parsons and President Time Warner
75 Rockefeller Plaza
New York, NY 10019
Former Chairman and Chief
Executive Officer,
The Dime Savings Bank
of New York
Donald S. Director Former Chairman and
Perkins Director of Various
Companies
Jewel Companies Inc.
Suite 2700
One First National Plaza
Chicago, IL 60603
Raymond S. Director Financial Consultant and
Troubh Director of Various
Companies
10 Rockefeller Plaza
New York, NY 10020
(financial consultant)
Francis T. Director Vincent Enterprises
Vincent, Jr. (private investor),
and Director of Various
Companies
<PAGE>
Annex B
Directors and Executive Officers of Time TBS Holdings, Inc.
Present Principal
Name and Business Office Occupation or
Address Employment
Richard J. Bressler President President and
75 Rockefeller Plaza Chief Financial
New York, NY 10019 Officer,
Time Warner
Thomas W. McEnerney Director and Vice President,
75 Rockefeller Plaza Vice Time Warner
New York, NY 10019 President
<PAGE>
ANNEX C
Directors and Executive Officers
of Warner Communications Inc. ("WCI")
Principal Occupation or
Name Office Employment and Address
Deane F. Johnson Office of the Office of the President,
President WCI, 1271 Avenue of the
Americas, New York,
NY 10020
Gerald M. Levin Director, Chairman and Chief
Chairman and Executive Officer,
Chief Executive Time Warner
Officer 75 Rockefeller Plaza
New York, NY 10019
Richard D. Parsons Director, Director and President
Office of the Time Warner
President 75 Rockefeller Plaza
New York, NY 10019
Peter R. Haje Director, Executive Vice
Executive President, General
Vice President Counsel and Secretary,
Time Warner
75 Rockefeller Plaza
New York, NY 10019
Tod R. Hullin Director, Senior Senior Vice President,
Vice President Time Warner
75 Rockefeller Plaza
New York, NY 10019
Philip R. Director, Senior Senior Vice President,
Lochner, Jr. Vice President Time Warner
75 Rockefeller Plaza
New York, NY 10019
Richard J. Senior Vice Senior Vice President
Bressler President and Chief Financial
and Chief Officer
Financial Officer Time Warner
75 Rockefeller Plaza
New York, NY 10019
<PAGE>
ANNEX D
Directors and Executive Officers of
Warner Cable Communications Inc. ("WCCI")
Principal Occupation
Name Office or Employment & Address
Gerald L. Levin Director, Chairman Chairman and Chief
and Chief Executive Executive Officer,
Officer Time Warner
75 Rockefeller Plaza
New York, NY 10019
Richard D. Parsons Director and Director and
President President,
Time Warner
75 Rockefeller Plaza
New York, NY 10019
Peter R. Haje Director and Executive Executive Vice
Vice President President, General
Counsel and
Secretary,
Time Warner
75 Rockefeller Plaza
New York, NY 10019
Philip R. Director and Senior Vice
Lochner, Jr. Senior Vice President,
President Time Warner
75 Rockefeller Plaza
New York, NY 10019
Tod R. Hullin Senior Vice President Senior Vice
President,
Time Warner
75 Rockefeller Plaza
New York, NY 10019
Richard R. Senior Vice President Senior Vice
Bressler and Chief Financial President and Chief
Financial Officer,
Time Warner
75 Rockefeller Plaza
New York, NY 10019
<PAGE>
ANNEX E
Directors and Executive Officers of
American Television & Communications Corp.
Principal Occupation
Name Office or Employment & Address
Gerald M. Levin Director, Chairman Chairman and Chief
and Chief Executive Executive Officer,
Officer Time Warner
75 Rockefeller Plaza
New York, NY 10019
Richard D. Parsons Director and President Director and
President,
Time Warner
75 Rockefeller Plaza
New York, NY 10019
Peter R. Haje Director and Executive Executive Vice
Vice President President,
General Counsel and
Secretary,
Time Warner
75 Rockefeller Plaza
New York, NY 10019
Philip R. Director and Senior Vice
Lochner, Jr. Senior Vice President President,
Time Warner
75 Rockefeller Plaza
New York, NY 10019
Tod R. Hullin Director and Senior Senior Vice
Vice President President
Time Warner
75 Rockefeller Plaza
New York, NY 10019
Richard J. Senior Vice Senior Vice
Bressler President, President and
Bressler and Chief Chief Financial
Financial Officer Officer,
Time Warner
75 Rockefeller Plaza
New York, NY 10019
<PAGE>
ANNEX F
Directors and Executive Officers of
Time Warner Operations Inc.
Principal Occupation
Name Office or Employment & Address
Gerald M. Levin Director, Chairman Chairman and Chief
of Board and Chief Executive Officer,
Executive Officer Time Warner
75 Rockefeller Plaza
New York, NY 10019
Richard D. Parsons Director and President Director and
President,
Time Warner
75 Rockefeller Plaza
New York, NY 10019
Peter R. Haje Director, Executive Executive Vice
Vice President President,
General Counsel and
Secretary,
Time Warner
75 Rockefeller Plaza
New York, NY 10019
Philip R. Director and Senior Vice
Lochner, Jr. Senior Vice President President,
Time Warner
75 Rockefeller Plaza
New York, NY 10019
Tod R. Hullin Senior Vice President Senior Vice
President,
Time Warner
75 Rockefeller Plaza
New York, NY 10019
Richard J. Senior Vice President Senior Vice
Bressler and Chief Financial President and
Officer Chief Financial
Officer,
Time Warner
75 Rockefeller Plaza
New York, NY 10019
Exhibit 6
JOINT FILING AGREEMENT
Time Warner Inc., Time TBS Holdings, Inc., Warner
Communications Inc., Warner Cable Communications Inc., American
Television and Communications Corporation and Time Warner
Operations Inc. each hereby agrees, in accordance with Rule 13d-
1(f)(1) under the Securities Exchange Act of 1934, as amended,
that the Amended and Restated Schedule 13D filed herewith, and
any further amendments thereto, relating to shares of Class B
Common Stock, par value $.0625 per share, of Turner Broadcasting
System, Inc., is, and will be, filed jointly on behalf of each
such person.
Dated: August 31, 1995
TIME WARNER INC.
By: /s/ Peter R. Haje
Name: Peter R. Haje
Title: Executive Vice
President
TIME TBS HOLDINGS, INC.
By: /s/ Thomas W. McEnerney
Name: Thomas W. McEnerney
Title: Vice President
WARNER COMMUNICATIONS INC.
By: /s/ Peter R. Haje
Name: Peter R. Haje
Title: Executive Vice
President
WARNER CABLE COMMUNICATIONS INC.
By: /s/ Peter R. Haje
Name: Peter R. Haje
Title: Executive Vice
President
AMERICAN TELEVISION AND
COMMUNICATIONS CORPORATION
By: /s/ Peter R. Haje
Name: Peter R. Haje
Title: Executive Vice
President
TIME WARNER OPERATIONS INC.
By: /s/ Peter R. Haje
Name: Peter R. Haje
Title: Executive Vice
President
