TURNER BROADCASTING SYSTEM INC
SC 13D/A, 1995-09-25
TELEVISION BROADCASTING STATIONS
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                               UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington D.C. 20549

                              SCHEDULE 13D

                  Under the Securities Exchange Act of 1934
                             (Amendment No. 10)*

                      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)

                             September 22, 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 18

<PAGE>
<PAGE>
                          SCHEDULE 13D

CUSIP No.  900262 50 2              Page 2 of 18 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
                              54,691,827 (See Item 5)

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 18  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 18  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  18  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  18  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  18  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>


                        AMENDMENT NO. 10 TO 
                           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 supplement
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 restated in its entirety on
August 31, 1995; and (ii) by WCCI and WCI on June 16, 1987 and
subsequently amended and restated in its entirety on August 31,
1995.  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, is hereinafter
referred to as the "Statement".


Item 4.   Purpose of Transaction. 

     Item 4 of the Statement is hereby amended and supplemented
by adding the following as the penultimate paragraph thereof:

          "On September 22, 1995 Time Warner and TBS issued a
press release announcing that their Boards of Directors had
approved plans to merge their respective companies.  In the
proposed merger, TBS shareholders  will receive .75 Time Warner
common shares for each share of TBS Class B Common Stock and each
share of TBS Class A Common Stock, par value $.0625 per share
(the "TBS Class A Common Stock").  Holders of TBS Class C
Preferred Stock, par value $.125 per share (the "TBS Class C
Preferred Stock") will receive 4.8 Time Warner common shares for
each share of TBS Class C Preferred Stock.  As a result of the
merger, TBS will become a wholly owned subsidiary of Time Warner. 
The transaction is subject to, among other things, the approval
by the Federal Communications Commission, regulatory review by
antitrust authorities and approval by the shareholders of both
companies.  No assurance can be given that the transaction will
be consummated.  A copy of the press release is attached as an
Exhibit to this Statement."


Item 5.    Interest in Securities of TBS.

      Item 5 of the Statement is hereby amended and supplemented
by adding the following as the last paragraph of paragraphs (a)
and (b): 

     "In addition to the TBS shares beneficially owned by Time
Warner as described above, in connection with the proposed merger
described in Item 4, Liberty Media Corporation ("LMC") has agreed
to grant Time Warner an option to acquire the 30.1 million shares
of TBS Class B Common Stock and the 6.1 million shares of TBS
Class C Common Stock beneficially owned by LMC and its
subsidiaries in exchange for the same number of Time Warner
shares such entities would have received in the proposed merger. 
The grant and exercise of such option is subject to a number of
conditions."


Item 6.    Contracts, Arrangements, Understandings or 
           Relationship with Respect to Securities of TBS.

     The first sentence of Item 6 of the Statement is hereby
deleted and the following is inserted in lieu thereof:

     "In connection with the proposed merger described in Item 4
and subject to certain conditions, R.E. Turner III and LMC and
certain of its subsidiaries have agreed to vote the shares of TBS
Class A Common Stock, TBS Class B Common Stock and TBS Class C
Preferred Stock owned by them in favor of the merger.  Mr. Turner
beneficially owns 55.1 million shares of TBS Class A Common Stock
and 30.6 million shares of TBS Class B Common Stock.  Reference
is also made to the description of the agreements and discussions
in Items 4 and 5 of this Statement.


Item 7     Material to be Filed as Exhibits.

      The exhibits listed on the accompanying Exhibit Index has
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:  September 22, 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/ Thomas W. McEnerney
                          Name:   Thomas W. McEnerney
                          Title:  Vice President


                                   Warner Cable 
                                     Communications Inc.


                          By:      /s/ Thomas W. McEnerney
                          Name:   Thomas W. McEnerney
                          Title:  Vice President


                                   American Television and
                                    Communications Corporation


                          By:      /s/ Thomas W. McEnerney
                          Name:   Thomas W. McEnerney
                          Title:  Vice President


                                   Time Warner Operations Inc.


                          By:      /s/ Thomas W. McEnerney
                          Name:   Thomas W. McEnerney
                          Title:  Vice President


<PAGE>
<PAGE>
                              EXHIBIT INDEX

EXHIBIT           DESCRIPTION


Exhibit 7         Press Release of Time Warner dated September
                  22, 1995 relating to a proposed merger between
                  Time Warner and Turner Broadcasting System,
                  Inc.

<PAGE>
<PAGE>
 





                                                        Exhibit 7

For Immediate Release

TIME WARNER INC. AND TURNER BROADCASTING SYSTEM, INC.
AGREE TO MERGE, CREATING THE WORLD'S FOREMOST MEDIA COMPANY

    -  Company Will Have Unmatched Combination of News, Entertainment
       and Information Resources and Distribution Systems

    -  R.E. Turner To Be Named Vice Chairman and To Join Time Warner
       Board 

NEW YORK and ATLANTA, GA., Sept. 22, 1995-The boards of directors
of Time Warner Inc. and Turner Broadcasting System, Inc. (TBS)
have approved plans to merge their respective companies, forming
a global media organization with the world's foremost combination
of news, entertainment, information resources and distribution
systems.  The announcement was made today by Time Warner Chairman
and CEO Gerald M. Levin and TBS Chairman and President R.E.
Turner at a press conference in New York. 

"This is a remarkable fit with concrete opportunities for growth
that start right from the beginning.  This growth potential will
provide substantial opportunity for our shareholders, employees
and customers. We share a common vision of the future, and we
will pursue that future through a shared strategy; creating and
capitalizing on brands; pursuing international expansion; and
leveraging technological advances. The complementary nature of
the two organizations will allow us to maximize the value of our
assets and distribution systems and position us as the leading
media company in an increasingly competitive global marketplace,
" said Levin. "Ted is clearly one of the most brilliant
entrepreneurs of our time. I am pleased he has chosen Time Warner
as the right home for his great enterprise.  We enthusiastically
welcome Ted and his team to our family."

"After carefully considering many options, it became clear that a
strategic partnership with Jerry Levin and Time Warner was the
best way to ensure the continued growth and expansion of Turner
Broadcasting," said Turner. "Our new enterprise will have
unsurpassed capability to create and deliver the highest quality
news, information and entertainment to every corner of the globe.
We share a common vision for the future and working together we
will make that vision a reality."

John Malone, president and CEO of TCI, said, "We've been partners
with both TBS and Time Warner for years. We know both companies
very well and that's why we were so enthusiastic about playing a
role to make this deal happen. I have the highest respect for
Jerry and Ted and the Levin/Turner team is a terrific
combination. The new constellation of assets create a world class
company. While our position is passive, we look forward with high
confidence about our continuing investment in this great
company."

Ted Turner added, "John has been by my side as a friend, guide
and partner for many years. We once again appreciate his advice
and confidence."

The combined company showcases some of the world's best known
brands including Time, People and Sports Illustrated magazines,
CNN, Warner Bros., TNT and HBO as well as some of the most widely
distributed global products including the music of Warner Music
Group distributed to hundreds of millions of people worldwide and
CNN International seen by viewers in 210 countries and
territories. The merger joins the world's most popular cartoon
libraries-- Warner Bros. Looney Tunes and Hanna-Barbera Cartoons.
It also reunites the pre-1948 Warner Bros. film library, owned by
TBS, with the current Warner Bros. library.  

Levin and Turner added; "Within our extraordinary asset base lie
complementary operating strengths that will generate
opportunities for domestic and international growth in children's
and family entertainment, financial news, merchandising and
retailing, on-line services, film distribution and sports.  The
world's largest film library will now have access to the finest
collection of programming networks ever assembled, and the value
of this library will be multiplied by the forthcoming digital
video disc.  Time Inc., the world's preeminent information
gatherer and publisher, will find new opportunities with CNN, the
most trusted name in global television news.  Warner Bros.'
Looney Tunes and the Hanna-Barbera characters will create new
choices for audiences and customers on The Cartoon Network, The
WB and in Warner Bros. Studio Stores.  The cross-promotional
opportunities among our cartoons, Warner Bros. Studio Stores,
theme parks and networks will be a major contributor to growth. 
In addition working together we intend to find new areas of
growth for WTBS."

Mr. Levin added, "Time Warner and TBS have worked long and hard
to make this combination a reality. The support and creativity of
John Malone and Liberty Media have helped structure a transaction
that will increase value for the shareholders of all the parties
involved. For Time Warner, this combination is consistent with
our plan to strike the appropriate balance within Time Warner
between content and distribution. By bringing the growing cash
flow of TBS' content businesses into Time Warner, our balance
sheet will strengthen and our financial ratios will improve." 

Under the terms of the agreement approved today by the Board of
Directors of each company, Time Warner Inc. will issue up to 178
million common shares to acquire Turner Broadcasting System.  TBS 
shareholders will receive .75 Time Warner Inc. common shares for
each TBS Class A and B common share.  Each TBS Class C preferred
holder will receive .80 Time Warner common shares for each of the
6 shares of Class B common that their class C preferred shares
are convertible into.   R. E. Turner will become vice chairman of
Time Warner and head of the Time Warner Video Division which will
consist of all the businesses of TBS plus have supervisory
responsibilities for the businesses of Home Box Office.  Mr.
Turner will have the right to designate two Time Warner Inc.
directors, one of whom will be himself.  As a result of the
merger which will be tax-free to TBS shareholders, Turner
Broadcasting System will become a wholly-owned subsidiary of Time
Warner Inc. 

Subject to certain conditions, Mr. Turner and Liberty Media
Corp., a subsidiary of Tele-Communications Inc. (TCI) have agreed
to vote their TBS shares for the merger.  In addition, TCI has
granted Time Warner an option to acquire TCI's TBS shares. The
Time Warner common shares received by Liberty Media Corp. will be
exchanged for voting preferred stock economically equivalent to
common stock and placed in a voting trust. Liberty Media has
selected Time Warner Chairman Gerald M. Levin as the trustee.

Other agreement terms that become effective at the time of the
TBS merger closing include: The Time Warner board will amend the
company's shareholder rights plan so that the 15% threshold will
be calculated on a fully diluted basis. TBS  has agreed to extend
carriage agreements with TCI covering all of Turner Broadcasting
Systems' cable programming networks. TBS has agreed to sell its
interest in SportSouth, a regional sports cable network, to
Liberty Media Corp., for approximately $60 million. Time Warner
has agreed to issue 5 million common shares to TCI after the TBS
merger closing in exchange for a 6-year option to purchase
Southern Satellite, Inc. which distributes WTBS to cable
operators. Time Warner will grant Liberty Media Corp. an option
to purchase Time Warner's interest in the Sunshine Network, a
Florida-based sports cable network, for $14 million. 

The combined companies (including TWE) had 1994 revenues of $18.7
billion and EBITDA of $3.4 billion.  Including Time Warner's 
previously announced transactions primarily consisting of cable
system acquisitions and the sale of a 51% interest in Six Flags,
1994 revenues would have been $19.8 billion and 1994 EBITDA would
have been $4 billion.

The transaction is subject to, among other things, approval by
the Federal Communications Commission and regulatory review by
federal antitrust authorities, and approval by the shareholders
of both companies. It is expected to be completed in 1996.

Time Warner Inc. is the world's leading media and entertainment
company, with interests in magazine and book publishing, recorded
music and music publishing, filmed entertainment, broadcasting
and theme parks and cable television and cable television
programming.

Turner Broadcasting System, Inc. is one of the world's leading
suppliers of entertainment and news through its ownership of the
world's largest film and animation libraries and of television
networks in the United States, Latin America, Europe and Asia. 
The Company's operations also include motion picture, animation
and television production, theatrical film distribution, home
video, television syndication, licensing and merchandising,
publishing and professional sports.  



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