<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934*
(Amendment No. 1)
Turner Broadcasting System, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class B Common Stock, par value $.0625 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
900262-502
- --------------------------------------------------------------------------------
(CUSIP Number)
Stephen M. Brett, Esq.
Executive Vice President and General Counsel
Tele-Communications, Inc.
5619 DTC Parkway
Englewood, CO 80111
(303) 267-5500
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 4, 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 this 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 less than five percent 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 other parties to whom copies are to be
sent.
*The remainder of this cover page should 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 14 pages
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CUSIP No. 900262-502
----------
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Tele-Communications, Inc.
84-1260157
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
Not Applicable
- --------------------------------------------------------------------------------
(5) Check 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 29,657,482 shares/*/
Shares Bene- ----------------------------------------------------------
ficially (8) Shared Voting Power 453,838 shares/*/
Owned by ----------------------------------------------------------
Each Report- (9) Sole Dispositive Power 29,657,482 shares/*/
ing Person ----------------------------------------------------------
With (10) Shared Dispositive Power 453,838 shares/*/
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
30,111,320 shares/*/
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [x]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
21.9%/*/
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
CO, HC
- --------------------
/*/Figures do not include (i) shares issuable pursuant to derivative
securities referred to in Items 1, 2 and 5 hereof, (ii) shares of equity
securities of the Company, record title to which is in Lenfest Communications,
Inc., beneficial ownership of which is disclaimed by the Reporting Person, or
(iii) 225,000 shares of the Company's Class A Common Stock, par value $0.0625
per share, held by a subsidiary of the Reporting Person.
Page 2 of 14 pages
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Statement Of
TELE-COMMUNICATIONS, INC.
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
TURNER BROADCASTING SYSTEM, INC.
(Commission File No. 0-9334)
This Report on Schedule 13D relates to (i) shares of the Class B
common stock, par value $.0625 per share (the "Class B Common Stock"), of Turner
Broadcasting System, Inc., a Georgia corporation (the "Company" or "Issuer") and
(ii) shares of the Issuer's Class C Convertible Preferred Stock, par value $.125
per share (the "Class C Preferred Stock"), each of which is currently
convertible into six (6) shares of Class B Common Stock. The Report on Schedule
13D originally filed by Tele-Communications, Inc., a Delaware corporation
("TCI"or the "Reporting Person"), on August 10, 1994, in respect of the Issuer,
is hereby amended in its entirety as set forth herein, and this Report
constitutes Amendment No. 1 to such Report on Schedule 13D.
Item 1. Security and Issuer
-------------------
The class of equity securities to which this Report relates is the
Class B Common Stock. The Issuer has its principal executive offices at One CNN
Center, Atlanta, Georgia 30348.
This Report also includes the following derivative securities: (a)
shares of the Issuer's Class C Preferred Stock, each of which is presently
convertible into six (6) shares of the Issuer's Class B Common Stock; and (b)
rights, IF ANY, exercisable within 60 days, to acquire beneficial ownership of
any of the Issuer's equity securities, by way of anti-dilution or pre-emptive
rights or otherwise.
Item 2. Identity and Background
-----------------------
This Report is being filed by TCI (Commission File No. 0-20421; I.R.S.
Identification No. 84-1260157), a Delaware corporation, whose principal business
address is 5619 DTC Parkway, Englewood, Colorado 80111. TCI is the beneficial
owner, pursuant to Rule 13d-3 of the General Rules and Regulations of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), of more than
5% of the outstanding shares of the Class B Common Stock. Record title to the
shares of Class B Common Stock and Class C Preferred Stock beneficially owned by
TCI is held in the name of certain indirect subsidiaries and affiliates of TCI.
See Item 5, below.
The Reporting Person, through its subsidiaries and affiliates, is
principally engaged in the construction, acquisition, ownership and operation of
cable television systems
Page 3 of 14 pages
<PAGE>
and the provision of satellite-delivered video entertainment, information and
home shopping programming services to various video distribution media,
principally cable television systems. TCI also has investments (i) in cable and
telecommunications operations and television programming operations in certain
international markets and (ii) in companies and joint ventures involved in
developing and providing programming for new television and telecommunications
technologies.
Schedule 1 attached to this Report contains the following information
concerning each director and executive officer of the Reporting Person: (i)
name and residence or business address, (ii) principal occupation or employment;
and (iii) the name, principal business and address of any corporation or other
organization in which such employment is conducted. Schedule 1 is incorporated
herein by reference.
To the knowledge of the Reporting Person, each of the persons named on
Schedule 1 (the "Schedule 1 Persons") is a United States citizen. During the
last five years, neither the Reporting Person nor, to the knowledge of the
Reporting Person, any of the Schedule 1 Persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). During the
last five years, neither the Reporting Person nor, to the knowledge of the
Reporting Person, any of the Schedule 1 Persons has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and,
as a result of such proceeding, is or was 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.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Not applicable.
Item 4. Purpose of Transaction
----------------------
The Company has announced (i) that its Board of Directors has approved
the merger (the "Merger") of the Company with a wholly-owned subsidiary of Time
Warner Inc., a Delaware corporation ("Time Warner") and (ii) that it has entered
into an Agreement and Plan of Merger dated as of September 22, 1995 (the "Merger
Agreement"), among Time Warner,
4 of 14 pages
<PAGE>
Time Warner Acquisition Corp. and the Company, relating to the Merger and
setting forth the terms and conditions thereof and related matters. A copy of
the Merger Agreement has been filed as Exhibit A hereto and is incorporated
herein by this reference.
In connection with the Merger, the Reporting Person's wholly-owned
subsidiary, Liberty Media Corporation, a Delaware corporation ("LMC"), and
certain subsidiaries of LMC (together with LMC, the "LMC Parties") have entered
into an agreement with Time Warner dated as of September 22, 1995 (the "LMC
Agreement"). The following discussion is qualified in its entirety by reference
to the complete text of the LMC Agreement, a copy of which has been filed as
Exhibit B hereto and is incorporated herein by this reference.
Pursuant to the LMC Agreement, the LMC Parties have agreed, subject to
the conditions set forth therein, to vote all their shares of the Company's
capital stock in favor of the Merger Agreement, the Merger and each of the other
transactions contemplated by the Merger Agreement. The foregoing obligations of
the LMC Parties are subject to, among other things: (i) the Merger Agreement
being in full force and effect and not having been amended (except pursuant to
its own terms and for immaterial amendments), (ii) R.E. Turner, III, as a
shareholder of the Company, voting all his shares of the Company's capital stock
in favor of the Merger, (iii) Time Warner obtaining approval for the Merger from
its stockholders, (iv) no judgment by a governmental authority being in effect
that would restrain the LMC Parties from voting their shares of the Company's
capital stock, and (v) no change of control occurring or takeover proposal being
pending with respect to Time Warner. The LMC Parties and Time Warner have agreed
to use their reasonable efforts to take all actions necessary for the
consummation of the Merger, including obtaining any required consents from
governmental authorities, and defend any proceedings challenging the Merger.
Pursuant to the LMC Agreement and subject to the terms and conditions
set forth therein, the LMC Parties have agreed (i) not to grant a proxy with
respect to their shares of the Company's capital stock, and (ii) not to transfer
their shares of the Company's capital stock to any person other than Time Warner
unless such transferee agrees to be bound by the LMC Agreement.
Pursuant to the LMC Agreement and subject to the terms and conditions
set forth therein, Time Warner has agreed to terminate the Merger Agreement and
abandon the Merger upon LMC's request if, among other things, (i) the LMC
Agreement, any Additional Agreement (as defined in the LMC Agreement) or the
Merger Agreement shall be illegal, (ii) the consummation of the Merger would
result in the imposition of damages or penalties on the LMC Parties for which
they would not be indemnified by Time Warner, (iii) there shall be a proceeding
by a governmental authority that would cause the results described in clauses
(i) or (ii) to occur, (iv) a governmental authority shall impose certain types
of restrictions upon TCI or any of its affiliates as a condition to such
governmental authority's approval of the Merger, (v) Time Warner's existing
Rights Agreement, dated as of January 20, 1994, between Time Warner and Chemical
Bank as rights agent thereunder, shall not be amended pursuant to the LMC
Agreement, (vi) a change in control shall occur or a takeover proposal
shall be pending with respect to Time Warner, (vii) certain conditions of the
Merger Agreement fail to be satisfied, (viii) Time Warner takes any action that
results in the
Page 5 of 14 pages
<PAGE>
LMC Parties having to divest any capital stock of Time Warner held by them, (ix)
Time Warner breaches its obligations under the LMC Agreement or (x) Time Warner
fails to obtain approval from its stockholders of the LMC Agreement and the
transactions contemplated thereby.
LMC has agreed to grant Time Warner an option, exercisable under
certain conditions, to acquire all of the Company's capital stock owned by the
LMC Parties at the same price that would be payable for such capital stock of
the Company in the transactions contemplated by the Merger Agreement.
Additionally, in connection with the Merger, the Company and LMC
Southeast Sports, Inc., an affiliate of the Reporting Company ("Southeast"),
have entered into an agreement dated as of September 22, 1995 (the "SportSouth
Agreement"), providing for the sale by the Company to Southeast of the Company's
interest in SportSouth Network, Ltd., a regional sports cable network, for
approximately $60,000,000. A copy of the SportSouth Agreement has been filed as
Exhibit C hereto and is incorporated herein by this reference.
Subject to the foregoing, the Reporting Person intends to continuously
review its investment in the Company and may in the future determine to acquire
additional securities of the Company, through open market purchases or
otherwise, and may determine to dispose of all or a portion of the securities of
the Company beneficially owned by it from time to time. In reaching any
conclusion as to its future course of action, the Reporting Person will take
into consideration various factors, such as the Company's business and
prospects, other developments concerning the Company generally, other business
opportunities available to the Reporting Person, developments with respect to
the business of the Reporting Person, and general industry, economic and stock
market conditions, including, but not limited to, the market price of the Class
B Common Stock of the Company. Subject to the foregoing, the Reporting Person
reserves the right, depending on other relevant factors, to acquire additional
shares of Class B Common Stock or other capital stock of the Company in open
market or privately negotiated transactions, to dispose of all or a portion of
its holdings of the Company's capital stock or to change its intention with
respect to any matters referred to in this Item.
Page 6 of 14 pages
<PAGE>
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) The Reporting Person has beneficial ownership, through certain
indirect subsidiaries and affiliates of 30,111,320 shares of Class B Common
Stock, which constitutes 21.9% of the Class B Common Stock outstanding, not
including, in either such case, Class B Common Stock issuable upon the
conversion of outstanding shares of Class C Preferred Stock.
The Reporting Person has beneficial ownership, through certain
indirect subsidiaries and affiliates, of 6,087,080 shares of Class C Preferred
Stock, constituting 49.1% of the outstanding shares of such class. Each share of
Class C Preferred Stock is currently convertible into six shares of Class B
Common Stock.
Assuming the conversion of all outstanding shares of Class C Preferred
Stock into Class B Common Stock, the Reporting Person would own 66,633,800
shares of Class B Common Stock, constituting 31.5% of the Class B Common Stock
outstanding on such basis.
The following tables indicate the legal entities through which the
Reporting Person derives its beneficial ownership of Class B Common Stock and
Class C Common Stock:
TABLE I
SOLE VOTING AND DISPOSITIVE POWER
<TABLE>
<CAPTION>
Holdings
-----------------------------
Entity Class B Class C
------ Common Stock Preferred Stock
------------ ---------------
<S> <C> <C>
Communications Capital Corp. (1) 29,237,671 --
TCI Turner Preferred, Inc. (1) 47,100 119,099
United Cable Turner Investment, Inc. (1) -- 5,820,452
TCI TKR of Southern Kentucky, Inc. (2) 372,711 --
---------- ---------
29,657,482 5,939,551
</TABLE>
- ------------------
(1) Wholly owned subsidiary of TCI.
(2) TCI has an indirect majority (70%) interest in TCI TKR Limited Partnership,
which is the sole stockholder of TCI TKR of Southern Kentucky, Inc. A
minority (30%) interest in TCI TKR Limited Partnership is owned by SCI
Cable Partners, of which a subsidiary of TCI and Knight Ridder Cablevision,
Inc. each own 50%. Through its 50% interest in SCI Cable Partners, TCI
holds a further 15% beneficial interest in TCI TKR Limited Partnership, for
a total beneficial interest in TCI TKR Limited Partnership of 85%.
TABLE II
SHARED VOTING AND DISPOSITIVE POWER
<TABLE>
<CAPTION>
Holdings
-----------------------------
Entity Class B Class C
------ Common Stock Preferred Stock
------------ ---------------
<S> <C> <C>
TKR Cable Company (3) 453,838 147,529
</TABLE>
- ------------------
(3) 50% owned subsidiary of TCI.
Page 7 of 14 pages
<PAGE>
The foregoing does not include 47,208 shares (less than 0.1%) of Class B
Common Stock owned by Lenfest Communications, Inc. ("Lenfest"), a 50% owned
subsidiary of a subsidiary of the Reporting Person, as to which the Reporting
Person disclaims beneficial ownership. Pursuant to certain existing arrangements
between Lenfest and the Reporting Person, the Reporting Person does not have any
power to vote or dispose of, or to direct the voting or disposition of, any of
the Class B Common Stock owned by Lenfest.
None of the other persons referred to in Item 2 of this Report beneficially
owns any shares of Class B Common Stock, except Peter R. Barton, who may be
deemed to have beneficial ownership with respect to 300 shares (less than
0.001%) of Class B Common Stock held in trust for his children.
(b) The Reporting Person has the SOLE power to vote or to direct the
voting of 29,657,482 shares of the Class B Common Stock that it beneficially
owns and has the SOLE power to dispose of, or to direct the disposition of
29,657,482 shares of the Class B Common Stock that it beneficially owns. The
Reporting Person has SHARED power to vote or to direct the voting of 453,838
shares of the Company's Class B Common Stock and has SHARED power to dispose of
or to direct the disposition of 453,838 shares of the Class B Common Stock that
it beneficially owns. It also has (i) SOLE voting and investment power over up
to 35,637,306 shares of Class B Common Stock and (ii) SHARED voting and
investment power over up to 885,174 shares of Class B Common Stock which may
hereafter be issued by the Company upon the conversion of the shares of Class C
Preferred Stock beneficially owned by the Reporting Person, as indicated above.
(c) Except as otherwise reported herein, neither the Reporting Person
nor, to its knowledge, any other person referred to in Item 2 has effected any
transaction in the Class B Common Stock during the past sixty
(60) days.
(d) There is no person that has the right to receive or the power to
direct the receipt of dividends from, or proceeds from the sale of, the
Class B Common Stock beneficially owned by the Reporting Person, except its
wholly owned subsidiaries, and then only for the benefit of the Reporting
Person.
The Reporting Person also beneficially owns 225,000 shares of the
Company's Class A Common Stock, par value $0.0625 per share (the "Class A Common
Stock"), constituting less than 1% of the Class A Common Stock outstanding.
Pursuant to the Articles of Incorporation of the Company, the shares of Class A
Common Stock and Class B Common Stock vote together as a single class on all
matters as to which such shares are entitled to vote (except as otherwise
provided by law), with the holders of Class A Common Stock entitled to two votes
per share and the holders of Class B Common Stock entitled to one-fifth of a
vote per share. The Class A Common Stock is not convertible into Class B Common
Stock. The following other persons referred to in Item 2 of this Report
beneficially own the number of shares of Class A Common Stock indicated opposite
their names (in each case constituting less than 0.01% of such class):
Name Number of Shares
- ---- ----------------
Peter R. Barton(1) 600
Bernard W. Schotters, II 1000
Fred A. Vierra 950
- -------------------
(1) Held in trust for Mr. Barton's children.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of Issuer
-----------------------
The discussion contained in Item 4 hereof is hereby incorporated by
reference. In addition to the agreements described in Item 4 hereof, certain of
the Reporting Person's subsidiaries are parties to the agreements attached
hereto as Exhibits D, E, F, G and H (collectively, the "Prior Agreements"),
which concern the securities of the Company and which are incorporated herein by
this reference. The Prior Agreements are described in Item 4 to the Schedule
13D, dated June 11, 1987 (the "Predecessor Schedule 13D"), as amended to date,
of the Reporting Person's predecessor (Tele-Communications, Inc., Commission
File No. 0-5550), and the Reporting Person hereby incorporates by reference the
Page 8 of 14 pages
<PAGE>
descriptions of the Prior Agreements contained in Item 4 to the Predecessor
Schedule 13D, as amended, to date (including Item 4 of Amendment No. 5 to the
Predecessor Schedule 13D).
Item 7. Material to be Filed as Exhibits
--------------------------------
A. Agreement and Plan of Merger dated as of September 22, 1995,
among Time Warner Inc., Time Warner Acquisition Group and Turner Broadcasting
System, Inc. (incorporated by reference to Exhibit 2 to the Company's Current
Report on Form 8-K dated October 5, 1995, Commission File No. 0-9334).
B. LMC Agreement dated as of September 22, 1995, among Time Warner
Inc., Liberty Media Corporation and certain subsidiaries of Liberty Media
Corporation (incorporated by reference to Exhibit 99.3 to the Company's Current
Report on Form 8-K dated October 5, 1995, Commission File No. 0-9334).
C. Stock Purchase Agreement dated as of September 22, 1995, between
Turner Broadcasting System, Inc. and LMC Southeast Sports, Inc. (incorporated by
reference to Exhibit 99.2 to the Company's Current Report on Form 8-K dated
October 5, 1995, Commission File No. 0-9334).
D. Investors Agreement dated June 3, 1987, among Turner Broadcasting
System, Inc., TCI Turner Preferred, Inc., United Cable Turner Investment Inc.,
TKR Cable Company and the other parties named therein (collectively the
"Investors") (incorporated by reference to Exhibit F of the Predecessor
Schedule 13D (Commission File No. 0-5550)).
E. Shareholders' Agreement dated June 3, 1987, among Turner
Broadcasting System, Inc., R.E. Turner, III, and the Investors (the
"Shareholders' Agreement") (incorporated by reference to Exhibit G of the
Predecessor Schedule 13D (Commission File No. 0-5550)).
F. Agreement dated as of June 3, 1987, among Time Incorporated, Time
TBS Holdings, Inc., Tele-Communications, Inc., TCI Turner Preferred, Inc.,
United Artists Communications, Inc., and United Cable Television Corporation
(incorporated by reference to Exhibit H of the Predecessor Schedule 13D
(Commission File No. 0-5550)).
G. Voting Agreement dated as of June 3, 1987, among TCI Turner
Preferred, Inc., Time TBS Holdings, Inc., United Artists Communications, Inc.,
United Cable Television Corporation, Warner Cable Communications, Inc. and
Continental Cablevision, Inc. (incorporated by reference to Exhibit I of the
Predecessor Schedule 13D (Commission File No. 0-5550)).
H. First Amendment dated as of April 15, 1988, to Shareholders'
Agreement, (incorporated by reference to Exhibit (a) to Amendment No. 5 dated
August 9, 1988, to the Predecessor Schedule 13D (Commission File No. 0-5550)).
Page 9 of 14 pages
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information in this statement is true, complete
and correct.
Dated: October 18, 1995
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
---------------------
Name: Stephen M. Brett
Title: Executive Vice President
Page 10 of 14 pages
<PAGE>
SCHEDULE 1
----------
Directors, Executive Officers and Controlling Persons
of
Tele-Communications, Inc. ("TCI")
<TABLE>
<CAPTION>
Principal Business
or Organization in
Principal Occupation and Which Such Employment
Name Business Address Is Conducted
- ---- ----------------------- --------------------
<S> <C> <C>
Bob Magness Chairman of the Board and Acquisition, development
Director of TCI and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
John C. Malone President and Chief Executive Acquisition, development
Officer and Director of TCI and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
Donne F. Fisher Executive Vice President, Acquisition, development
Treasurer and Director of TCI and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
John W. Gallivan Director of TCI; Newspaper publishing
Chairman of the Board of
Kearns-Tribune Corporation
400 Tribune Building
Salt Lake City, UT 84111
Anthony Lee Coelho Director of TCI; Investment Services
President and CEO of
Wertheim Schroder Investment
Services, Inc.
787 7th Avenue, 5th Floor
New York, NY 10019
Kim Magness Director of TCI; Ranching and horse
Manages family business breeding
interests;
1470 South Quebec Way #148
Denver, CO 80231
</TABLE>
Page 11 of 14 pages
<PAGE>
<TABLE>
<CAPTION>
Principal Business
or Organization in
Principal Occupation and Which Such Employment
Name Business Address Is Conducted
- ---- ----------------------- --------------------
<S> <C> <C>
Robert A. Naify Director of TCI; Motion Picture
President and C.E.O. of Industry
Todd-AO Corporation;
172 Golden Gate Avenue
San Francisco, CA 94102
Jerome H. Kern Director of TCI; Senior Law
Partner in Baker & Botts, L.L.P.
885 Third Avenue, Suite 1900
New York, NY 10022
Gary K. Bracken Senior Vice President & Acquisition, development
Controller of TCI Communications, Inc. and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
Stephen M. Brett Executive Vice President, Secretary Acquisition, development
and General Counsel of TCI and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
Brendan R. Clouston Executive Vice President of TCI Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems and cable
television programming
Barry Marshall Chief Operating Officer of Acquisition, development
TCI Cable Management Corporation and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
Larry E. Romrell Executive Vice President of TCI Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems and cable
television programming
</TABLE>
Page 12 of 14 pages
<PAGE>
<TABLE>
<CAPTION>
Principal Business
or Organization in
Principal Occupation and Which Such Employment
Name Business Address Is Conducted
- ---- ----------------------- --------------------
<S> <C> <C>
Bernard W. Senior Vice President & Treasurer Acquisition, development
Schotters, II of TCI Communications, Inc. and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
J.C. Sparkman Executive Vice President of TCI Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems and cable
television programming
Robert N. Thomson Senior Vice President, Government Acquisition, development
Affairs, of TCI Communications, Inc. and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
Fred A. Vierra Executive Vice President of TCI Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems and cable
television programming
Peter R. Barton Executive Vice President of TCI Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems and cable
television programming
</TABLE>
Page 13 of 14 pages
<PAGE>
EXHIBIT INDEX
A. Agreement and Plan of Merger, dated as of September 22, 1995,
among Time Warner Inc., Time Warner Acquisition Group and Turner Broadcasting
System, Inc. (incorporated by reference to Exhibit 2 to the Company's Current
Report on Form 8-K, dated October 5, 1995, Commission File No. 0-9334).
B. LMC Agreement, dated as of September 22, 1995, among Time Warner
Inc., Liberty Media Corporation and certain subsidiaries of Liberty Media
Corporation (incorporated by reference to Exhibit 99.3 to the Company's Current
Report on Form 8-K, dated October 5, 1995, Commission File No. 0-9334).
C. Stock Purchase Agreement, dated as of September 22, 1995, between
Turner Broadcasting System, Inc. and LMC Southeast Sports, Inc. (incorporated by
reference to Exhibit 99.2 to the Company's Current Report on Form 8-K, dated
October 5, 1995, Commission File No. 0-9334).
D. Investors Agreement dated June 3, 1987, among Turner Broadcasting
System, Inc., TCI Turner Preferred, Inc., United Cable Turner Investment Inc.,
TKR Cable Company and the other parties named therein (collectively the
"Investors") (incorporated by reference to Exhibit F of the Predecessor Schedule
13D (Commission File No. 0-5550)).
E. Shareholders' Agreement dated June 3, 1987, among Turner
Broadcasting System, Inc., R.E. Turner, III, and the Investors (the
"Shareholders' Agreement") (incorporated by reference to Exhibit G of the
Predecessor Schedule 13D (Commission File No. 0-5550)).
F. Agreement dated as of June 3, 1987, among Time Incorporated, Time
TBS Holdings, Inc., Tele-Communications, Inc., TCI Turner Preferred, Inc.,
United Artists Communications, Inc., and United Cable Television Corporation
(incorporated by reference to Exhibit H of the Predecessor Schedule 13D
(Commission File No. 0-5550)).
G. Voting Agreement dated as of June 3, 1987, among TCI Turner
Preferred, Inc., Time TBS Holdings, Inc., United Artists Communications, Inc.,
United Cable Television Corporation, Warner Cable Communications, Inc. and
Continental Cablevision, Inc. (incorporated by reference to Exhibit I of the
Predecessor Schedule 13D (Commission File No. 0-5550)).
H. First Amendment dated as of April 15, 1988, to Shareholders'
Agreement, (incorporated by reference to Exhibit (a) to Amendment No. 5 dated
August 9, 1988, to the Predecessor Schedule 13D (Commission File No. 0-5550)).
Page 14 of 14 pages
