TURNER BROADCASTING SYSTEM INC
SC 13G/A, 1995-02-14
TELEVISION BROADCASTING STATIONS
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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                      
                                 SCHEDULE 13G
                                      
                  Under the Securities Exchange Act of 1934
   
                           (Amendment No.  3    )*
    
                                      
                       TURNER BROADCASTING SYSTEM, INC.
                 -------------------------------------------
                               (Name of Issuer)
                                      
                      Class A Common Stock, $.0625 par value
                 -------------------------------------------
                        (Title of Class of Securities)
                                      
                                 900262 40 3
                          -------------------------
                                (CUSIP Number)
                                      

         Check the following box if a fee is being paid with this statement
         / /.  (A fee is not required only if the filing 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).

         *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 the disclosures provided in a prior cover page.

         The information required in 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 5 Pages



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                                                  Page 2 of 5 Pages


   
<TABLE>


<S>                                                                                   <C>
    1      NAME OF REPORTING PERSON
           S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                      R. E. Turner


    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                         
                                                                                      (a) /  /
                                                                                      (b) /  /
                                                                                     
    3      SEC USE ONLY                                                                      




    4      CITIZENSHIP OR PLACE OF ORGANIZATION

                   U.S.


                      5     SOLE VOTING POWER

                                 55,317,254 (See Note 2)
     NUMBER OF
      SHARES
   BENEFICIALLY       6     SHARED VOTING POWER
     OWNED BY
       EACH                                 0
     REPORTING
      PERSON          7     SOLE DISPOSITIVE POWER
       WITH
                                 55,317,254 (See Note 2)
                                      

                      8     SHARED DISPOSITIVE POWER

                                            0


    9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                 55,317,254 (direct beneficial ownership)

    10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  /  /

                                                                


    11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                 Approximately 81.0%

    12     TYPE OF REPORTING PERSON*

                                    IN
</TABLE>
    
                    *SEE INSTRUCTIONS BEFORE FILLING OUT!
                         
<PAGE>   3
                              Page 3 of 5 Pages 


   
<TABLE>
<S>            <C>
Item 1(a).     Name of Issuer: Turner Broadcasting System, Inc.
                                 
Item 1(b).     Address of Issuer's Principal Executive Offices:
                                One CNN Center             
                                Atlanta, Georgia 30303     
                                
Item 2(a).     Name of Person Filing: R. E. Turner
                                
Item 2(b).     Address of Principal Business Office or, If None, Residence:
                                One CNN Center             
                                Atlanta, Georgia 30303     
                                
Item 2(c).     Citizenship: U.S.

Item 2(d).     Title of Class of Securities:
                                Class A Common Stock, $.0625 par value

Item 2(e).     CUSIP Number:  900262 40 3
                                
Item 3.        Not Applicable
                     
Item 4.        Ownership:
                     
                    (a) Amount Beneficially Owned:                 55,317,254 shares (1)(2)
                     
                    (b) Percent of Class:                                81.0%
                     
                    (c) Number of shares as to which
                        such person has:
                     
                      (i) Sole Power to vote or direct the vote    55,317,254 shares (1)(2)
                                                                  
                     (ii) Shared power to vote or direct the vote:          0 shares
                     
                     iii) Sole power to dispose or to direct the
                            disposition of:                        55,317,254 shares (1)(2)
                     
                     (iv) Shared power to dispose or to direct
                            the disposition of:                             0
                     
                     
                    (1)   Includes 559,962 shares owned by Turner Outdoor, Inc., an affiliated
                     corporation which is wholly owned by Mr. Turner.  Does not include shares
                     held in trust by an independent trustee for the benefit of the minor children
                     of Mr. Turner, as to which Mr. Turner disclaims beneficial ownership.
                     
                    (2)   Mr. Turner is a party to a Shareholders' Agreement dated June 3, 1987,
                     as amended as of April 15, 1988, which provides for certain voting and disposition
                     arrangements with respect to the parties' respective equity interests in the
                     Issuer.        
</TABLE>                                        
    
                                                
                              
<PAGE>   4
                                                           Page 4 of 5 Pages

                By virtue of such agreement, Mr. Turner and some or all of the
                other parties thereto may be deemed to constitute a "group"
                (within the meaning of Section 13(d)(3) of the Securities
                Exchange Act of 1934, as amended) for purposes of determining
                beneficial ownership of shares of Class A Common Stock.  Except
                as otherwise acknowledged in this footnote, Mr. Turner
                disclaims beneficial ownership of the shares of Class A Common
                Stock owned by any other person in any such "group."

Item 5          Not Applicable

Item 6          Not Applicable

Item 7          Not Applicable

Item 8          Not Applicable

Item 9          Not Applicable

Item 10         Not Applicable
<PAGE>   5
                                                         Page 5 of 5 Pages

                                  SIGNATURE


        After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


                                                    R.E. TURNER


   
Dated: February 14, 1995                            /s/ R.E. Turner
       -----------------                            ---------------
    


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