UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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)
December 1, 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 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
========================================================================
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 54,691,827 (See Item 5)
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------
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>
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
=======================================================================
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 25,329,714 (See Item 5)
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------
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>
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
=======================================================================
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,469,537 (See Item 5)
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------------------
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>
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
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>
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
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 (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
SHARES 0
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 4,881,687 (See Item 5)
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 (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. 12 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".
-8-
<PAGE>
Item 4. Purpose of Transaction.
Item 4 of the Statement is hereby amended and supplemented
by adding the following paragraphs prior to the last paragraph
thereof:
"As contemplated by the Merger Agreement, Time Warner and
TBS have agreed to amend the Merger Agreement to implement the Holding
Company Transaction. Time Warner, TW Inc., a Delaware corporation and
currently a wholly owned subsidiary of Time Warner ("New Time
Warner"), Time Warner Acquisition Corp., a Delaware corporation
("Delaware Sub"), TW Acquisition Corp., a Georgia corporation
("Georgia Sub"), and TBS have entered into an Amended and Restated
Agreement and Plan of Merger (the "Amended and Restated Merger
Agreement") dated as of September 22, 1995, pursuant to which (a)
Delaware Sub will be merged (the "Time Warner Merger") into Time
Warner, (b) each outstanding share of common stock of Time Warner,
other than shares held directly or indirectly by Time Warner, will be
converted into one share of common stock, par value $.01 per share, of
New Time Warner, ("New Time Warner Common Stock"), (c) each
outstanding share of each series of preferred stock of Time Warner,
other than shares held directly or indirectly by Time Warner and
shares with respect to which appraisal rights are properly exercised,
will be converted into one share of a substantially identical series
of preferred stock of New Time Warner having the same designation as
the shares of preferred stock of Time Warner so converted, (d)
-9-
<PAGE>
Georgia Sub will be merged (the "TBS Merger") into TBS, (e) each
outstanding share of TBS Class A Common Stock and TBS Class B
Common Stock, other than shares held directly or indirectly by
Time Warner or New Time Warner or in the treasury of TBS and
shares with respect to which dissenters' rights are properly
exercised, will be converted into 0.75 of a share of New Time
Warner Common Stock, (f) each outstanding share of TBS Class C
Preferred Stock, other than shares held directly or indirectly by
Time Warner or New Time Warner or in the treasury of TBS and
shares with respect to which dissenters' rights are properly
exercised, will be converted into 4.80 shares of New Time Warner
Common Stock, (g) each of Time Warner and TBS will become a
wholly owned subsidiary of New Time Warner and (h) New Time
Warner will be renamed "Time Warner Inc." A copy of the Amended
and Restated Merger Agreement is attached as Exhibit 2(a) to Time
Warner's Current Report on Form 8-K dated as of December 1, 1995
(the "December Form 8-K"), and is incorporated by reference
herein.
The Holding Company Transaction is subject to customary
closing conditions, including the approval of the shareholders of TBS,
the approval of the stockholders 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, will not be
-10-
<PAGE>
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 two paragraphs of paragraphs (a) and (b) to read
as follows:
"In connection with the Amended and Restated Merger
Agreement, Time Warner and New Time Warner have also entered into an
Amended and Restated LMC Agreement dated as of September 22, 1995,
with Liberty Media Corporation ("LMC") and certain direct and indirect
wholly owned subsidiaries of LMC (the "Amended and Restated LMC
Agreement"). A copy of the Amended and Restated LMC Agreement is
attached as Exhibit 10(a) to the December Form 8-K, and is
incorporated by reference herein. Pursuant to the Amended and Restated
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 TBS Merger and each of the other transactions
contemplated by the Amended and Restated Merger Agreement and in favor
of the approval and adoption of the Amended and Restated Merger
Agreement. Time Warner has agreed with LMC that Time Warner will
terminate the Amended and Restated Merger Agreement and abandon the
Holding Company Transaction under certain circumstances, including (a)
the imposition by any regulatory authority of certain restrictions or
burdens on LMC and its affiliates as a condition to approval of the
Holding Company Transaction and related transactions and (b) if New
Time
-11-
<PAGE>
Warner adopts a stockholder rights agreement and such agreement
differs from the Time Warner stockholder rights agreement in any
material respect except as set forth in Exhibit G to the Amended
and Restated LMC Agreement.
In addition, pursuant to the Amended and Restated Merger
Agreement and the Shareholders' Agreement, New 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 New Time Warner, (b) certain of
the Turner Shareholders will be subject to certain restrictions on
transfer of New Time Warner Common Stock and certain restrictions on
other activities relating to New Time Warner and (c) New Time Warner
will grant to the Turner Shareholders rights to require the
registration of sales of shares of New Time Warner Common Stock
received in the TBS Merger under the Securities Act of 1933, as
amended (the "Securities Act"). In addition to the TBS shares
beneficially owned by Time Warner as described above, 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 Holding Company
Transaction."
-12-
<PAGE>
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 TBS
Merger and each of the other transactions contemplated by the
Amended and Restated Merger Agreement and in favor of the
approval and adoption of the Amended and Restated Merger
Agreement. In addition, pursuant to the Amended and Restated
Merger Agreement and the Shareholders' Agreement, New Time Warner
and the Turner Shareholders have agreed that, upon consummation
of the Holding Company Transaction, New 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 New Time Warner,
(b) certain of the Turner Shareholders will be subject to certain
restrictions on transfer of New Time Warner Common Stock and
certain restrictions on other activities relating to New Time
Warner and (c) New Time Warner will grant to the Turner
Shareholders rights to require the registration of sales of
-13-
<PAGE>
shares of New Time Warner Common Stock received in the TBS 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 Amended and Restated Merger
Agreement, Time Warner and New Time Warner have entered into the
Amended and Restated LMC Agreement. Pursuant to the Amended and
Restated 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 TBS Merger and each of the
other transactions contemplated by the Amended and Restated
Merger Agreement and in favor of the approval and adoption of the
Amended and Restated Merger Agreement. Time Warner has agreed
with LMC that Time Warner will terminate the Amended and Restated
Merger Agreement and abandon the Holding Company Transaction
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 Holding Company
Transaction and related transactions and (b) if New Time Warner
adopts a stockholder rights agreement and such agreement differs
from the Time Warner stockholder rights agreement in any material
respect except as set forth in Exhibit G to the Amended and
-14-
<PAGE>
Restated LMC Agreement. 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: December 7, 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
-15-
<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
-16-
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
Exhibit 11 Amended and Restated Agreement and Plan of Merger
dated as of September 22, 1995, among Time Warner
Inc., TW Inc., Time Warner Acquisition Corp., TW
Acquisition Corp. and Turner Broadcasting System,
Inc. (incorporated by reference to Exhibit 2(a) of
the Current Report on Form 8-K of Time Warner Inc.
dated as of December 1, 1995).
Exhibit 12 Amended and Restated LMC Agreement dated as of
September 22, 1995, among Time Warner Inc., TW
Inc., Liberty Media Corporation, TCI Turner
Preferred, Inc., Communication Capital Corp. and
United Turner Investment, Inc. (incorporated by
reference to Exhibit 10(a) of the Current Report
on Form 8-K of Time Warner Inc. dated as of
December 1, 1995).
-17-
