UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
TURNER BROADCASTING SYSTEM, INC.
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(Name of Issuer)
CLASS B COMMON STOCK, PAR VALUE $.0625 PER SHARE
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(Title of Class of Securities)
900262 50 2
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(CUSIP Number)
Peter R. Haje, Esq.
General Counsel, Time Warner Inc.
75 Rockefeller Plaza, New York, NY 10019 (212) 484-8000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
October 4, 1995
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(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 17
<PAGE>
SCHEDULE 13D
CUSIP No. 900262 50 2 Page 2 of 17 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
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
54,691,827 (See Item 5)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
0
REPORTING
PERSON
10 SHARED DISPOSITIVE POWER
54,691,827 (See Item 5)
WITH
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>
SCHEDULE 13D
CUSIP No. 900262 50 2 Page 3 of 17 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*
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
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
25,329,714 (See Item 5)
OWNED BY
EACH
9 SOLE DISPOSITIVE POWER
0
REPORTING
PERSON
10 SHARED DISPOSITIVE POWER
25,329,714 (See Item 5)
WITH
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>
SCHEDULE 13D
CUSIP No. 900262 50 2 Page 4 of 17 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
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
7,469,537 (See Item 5)
OWNED BY
EACH
9 SOLE DISPOSITIVE POWER
0
REPORTING
PERSON
10 SHARED DISPOSITIVE POWER
7,469,537 (See Item 5)
WITH
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>
SCHEDULE 13D
CUSIP No. 900262 50 2 Page 5 of 17 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
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
6,004,338 (See Item 5)
OWNED BY
EACH
9 SOLE DISPOSITIVE POWER
0
REPORTING
PERSON
10 SHARED DISPOSITIVE POWER
6,004,338 (See Item 5)
WITH
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>
SCHEDULE 13D
CUSIP No. 900262 50 2 Page 6 of 17 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
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
17,010,889 (See Item 5)
OWNED BY
EACH
9 SOLE DISPOSITIVE POWER
0
REPORTING
PERSON
10 SHARED DISPOSITIVE POWER
17,010,889 (See Item 5)
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
17,010,889 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 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>
SCHEDULE 13D
CUSIP No. 900262 50 2 Page 7 of 17 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
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
4,881,687 (See Item 5)
OWNED BY
EACH
9 SOLE DISPOSITIVE POWER
0
REPORTING
PERSON
10 SHARED DISPOSITIVE POWER
4,881,687 (See Item 5)
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
4,881,687 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)
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>
AMENDMENT NO. 11 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, as amended and restated in its entirety on August 31, 1995,
and as subsequently amended; and (ii) by WCCI and WCI on June 16,
1987, as amended and restated in its entirety on August 31, 1995
and as 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 is
hereinafter referred to as the "Statement".
<PAGE>
Item 4. Purpose of Transaction.
Item 4 of the Statement is hereby amended and
supplemented by deleting the penultimate paragraph thereof and
substituting the following:
"Time Warner has entered into an Agreement and Plan of Merger
(the "Merger Agreement") dated as of September 22, 1995, among Time Warner,
Time Warner Acquisition Corp. ("Sub"), a Delaware corporation and a wholly
owned subsidiary of Time Warner, and Turner Broadcasting System, Inc., a
Georgia corporation ("TBS"). A copy of the Merger Agreement is attached as
Exhibit 2(a) to Time Warner's Current Report on Form 8-K dated as of
September 22, 1995 (the "Form 8-K"), and is incorporated by reference
herein. Pursuant to the Merger Agreement, TBS will merge with Sub and
become a wholly owned subsidiary of Time Warner. Alternatively, the Merger
Agreement contemplates that the structure of the transaction may be
changed, if the parties so agree, so that each of Time Warner and TBS will
merge with separate subsidiaries of a newly-formed holding company (to be
named Time Warner Inc.) and will become wholly owned subsidiaries of such
newly-formed holding company. The merger of TBS contemplated by the Merger
Agreement is referred to herein as the "Merger". The alternative
transaction in which both TBS and Time Warner would become wholly owned
subsidiaries of a newly-formed holding company is referred to herein as the
"Holding Company Transaction". In the Merger, each issued and outstanding
share
<PAGE>
of Class A Common Stock, par value $0.0625 per share, of TBS (the "TBS
Class A Common Stock") and each issued and outstanding share of TBS Class B
Common Stock will be converted into the right to receive 0.75 shares of the
common stock, par value $1.00 per share, of Time Warner (the "Common
Stock") (or, if the Holding Company Transaction is implemented, of the
newly-formed holding company) and each share of Class C Convertible
Preferred Stock, par value $0.125 per share, of TBS (the "TBS Class C
Preferred Stock") will be converted into the right to receive 4.80 shares
of Common Stock (or, if the Holding Company Transaction is implemented, of
the newly-formed holding company), in each case subject to the exercise of
dissenters' rights and the delivery of cash in lieu of fractional shares.
If the Holding Company Transaction is implemented, each issued and
outstanding share of each class of the capital stock of Time Warner will be
converted into the right to receive one share of an identical class of the
capital stock of the newly-formed holding company, subject to the exercise
of applicable appraisal rights by the holders of preferred stock of Time
Warner.
The Merger is subject to customary closing conditions,
including the approval of the shareholders of TBS, and of Time
Warner, all necessary approvals of the Federal Communications
Commission and appropriate antitrust approvals. There can be no
assurance that all these approvals can be obtained in a timely
fashion or, in the case of governmental approvals, if obtained,
<PAGE>
will not be conditioned upon changes to the terms of the Merger
Agreement."
Item 5. Interest in Securities of TBS.
Item 5 of the Statement is hereby amended and
supplemented by amending the last paragraph of paragraphs (a) and
(b) to read as follows:
"In connection with the Merger Agreement, Time Warner
has entered into a Shareholders' Agreement dated as of September
22, 1995 (the "Shareholders' Agreement"), with R. E. Turner
("Turner") and certain associates and affiliates of Turner
(together with Turner, the "Turner Shareholders"). A copy of the
Shareholders' Agreement is attached as Exhibit 10(a) to the Form
8-K, and is incorporated by reference herein. Pursuant to the
Shareholders' Agreement, the Turner Shareholders have agreed to
vote all their TBS shares in favor of the approval of the Merger
and each of the other transactions contemplated by the Merger
Agreement and in favor of the approval and adoption of the Merger
Agreement.
In connection with the Merger Agreement, Time Warner
has also entered into an LMC Agreement dated as of September 22,
1995, with Liberty Media Corporation ("LMC") and certain direct
and indirect wholly owned subsidiaries of LMC (the "LMC
Agreement"). A copy of the LMC Agreement is attached as Exhibit
10(b) to the Form 8-K, and is incorporated by reference herein.
Pursuant to the LMC Agreement, LMC and certain of its
<PAGE>
subsidiaries have agreed, subject to certain conditions, to vote all their
TBS shares in favor of the approval of the Merger and each of the other
transactions contemplated by the Merger Agreement and in favor of the
approval and adoption of the Merger Agreement. Time Warner has agreed with
LMC that Time Warner will terminate the Merger Agreement and abandon the
Merger under certain circumstances, including (a) the imposition by any
regulatory authority of restrictions or burdens on LMC and its affiliates
as a condition to approval of the Merger and related transactions and (b)
the failure by Time Warner to amend the Time Warner stockholder rights
agreement as set forth in Exhibit G to the LMC Agreement.
In addition, pursuant to the Merger Agreement and the
Shareholders' Agreement, Time Warner and the Turner Shareholders
have agreed that, upon consummation of the Merger, Time Warner
and the Turner Shareholders will enter into Investors' Agreements
and a Registration Rights Agreement, pursuant to which (a) Turner
will, subject to certain conditions, be entitled to designate two
people for election to the Board of Directors of Time Warner, (b)
certain of the Turner Shareholders will be subject to certain
restrictions on transfer of Common Stock and certain restrictions
on other activities relating to Time Warner and (c) Time Warner
will grant to the Turner Shareholders rights to require the
registration of sales of shares of Common Stock received in the
Merger under the Securities Act of 1933, as amended (the
<PAGE>
"Securities Act"). In addition to the TBS shares beneficially owned by Time
Warner as described above, in connection with the Merger, LMC has agreed to
grant Time Warner an option, exercisable under certain circumstances, 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 at the same price that would be payable for such TBS
shares in the Merger."
Item 6. Contracts, Arrangements, Understandings or
Relationship with Respect to Securities of TBS.
Item 6 of the Statement is hereby amended to read in
its entirety as follows:
"In connection with the Merger Agreement, Time Warner
has entered into the Shareholders' Agreement. Pursuant to the
Shareholders' Agreement, the Turner Shareholders have agreed to
vote all their TBS shares in favor of the approval of the Merger
and each of the other transactions contemplated by the Merger
Agreement and in favor of the approval and adoption of the Merger
Agreement. In addition, pursuant to the Merger Agreement and the
Shareholders' Agreement, Time Warner and the Turner Shareholders
have agreed that, upon consummation of the Merger, Time Warner
and the Turner Shareholders will enter into Investors' Agreements
and a Registration Rights Agreement, pursuant to which (a) Turner
will, subject to certain conditions, be entitled to designate two
<PAGE>
people for election to the Board of Directors of Time Warner, (b) certain
of the Turner Shareholders will be subject to certain restrictions on
transfer of Common Stock and certain restrictions on other activities
relating to Time Warner and (c) Time Warner will grant to the Turner
Shareholders rights to require the registration of sales of shares of
Common Stock received in the Merger under the Securities Act of 1933, as
amended (the "Securities Act"). 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.
In connection with the Merger Agreement, Time Warner
has entered into the LMC Agreement. Pursuant to the LMC
Agreement, LMC and certain of its subsidiaries have agreed,
subject to certain conditions, to vote all their TBS shares in
favor of the approval of the Merger and each of the other
transactions contemplated by the Merger Agreement and in favor of
the approval and adoption of the Merger Agreement. Time Warner
has agreed with LMC that Time Warner will terminate the Merger
Agreement and abandon the Merger under certain circumstances,
including (a) the imposition by any regulatory authority of
restrictions or burdens on LMC and its affiliates as a condition
to approval of the Merger and related transactions and (b) the
failure by Time Warner to amend the Time Warner stockholder
rights agreement as set forth in Exhibit G to the LMC Agreement.
<PAGE>
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
have been incorporated by reference as part of this Statement and
such Exhibit Index is incorporated herein by reference.
SIGNATURES
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: October 10, 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
<PAGE>
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>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
Exhibit 8 Agreement and Plan of Merger dated as of
September 22, 1995, among Time Warner Inc., Turner
Broadcasting System, Inc. and Time Warner
Acquisition Corp. (incorporated by reference to
Exhibit 2(a) of the Current Report on Form 8-K of
Time Warner Inc. dated as of September 22, 1995).
Exhibit 9 Shareholders' Agreement dated as of September 22,
1995, among Time Warner Inc., R. E. Turner and
certain associates and affiliates of R. E. Turner
(incorporated by reference to Exhibit 10(a) of the
Current Report on Form 8-K of Time Warner Inc.
dated as of September 22, 1995).
Exhibit 10 LMC Agreement dated as of September 22, 1995,
among Time Warner Inc., Liberty Media Corporation,
TCI Turner Preferred, Inc., Communication Capital
Corp. and United Turner Investment, Inc.
(incorporated by reference to Exhibit 10(b) of the
Current Report on Form 8-K of Time Warner Inc.
dated as of September 22, 1995).
