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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. 4 )*
TURNER BROADCASTING SYSTEM, INC.
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(Name of Issuer)
Class A Common Stock, $.0625 par value
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(Title of Class of Securities)
900262 40 3
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(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).
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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
57,730,053 (See Note 2)
NUMBER OF
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
57,730,053 (See Note 2)
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,730,053 (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 84.5%
12 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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: 57,730,053 shares (1)(2)
(b) Percent of Class: 84.5%
(c) Number of shares as to which
such person has:
(i) Sole Power to vote or direct the vote 57,730,053 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: 57,730,053 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 (the "Shareholders' Agreement"), which provides for
certain voting and disposition arrangements with respect to the respective equity
interests in the Issuer of Mr. Turner and the other parties thereto which are owners or
affiliates of owners of cable television systems (collectively, the "Cable Operators").
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By virtue of the Shareholders' 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."
The Shareholders' Agreement provides that Mr. Turner
will not make a disposition of securities of the Issuer that
would result in Mr. Turner owning less than 51% of the voting
power of the outstanding Issuer securities, other than a sale
of all of the Issuer securities owned by Mr. Turner to an
unaffiliated party or to the Cable Operators pursuant to an
exercise of the right of first refusal set forth therein. The
foregoing description of the Shareholders' Agreement is
qualified by reference to the complete text of the
Shareholders' Agreement which was filed as Exhibit 10.33 to the
Issuer's Form 10-K for the fiscal year ended December 31, 1987,
and the amendment thereto which was filed as Exhibit 10.2 to
the Issuer's Form 10-Q for the fiscal quarter ended June 30,
1988.
In connection with the execution by the Issuer of an Amended
and Restated Agreement and Plan of Merger, dated as of
September 22, 1995, among Time Warner Inc., the Issuer, TW
Inc., TW Acquisition Corp. and Time Warner Acquisition Corp.
(the "Merger Agreement"), Mr. Turner and Turner Outdoor, Inc.
(collectively, the "Turner Shareholders") have entered into a
Shareholders' Agreement (the "Support Agreement") with Time
Warner Inc. Pursuant to the Support Agreement, the Turner
Shareholders have agreed to vote all of their shares of Issuer
stock in favor of the merger and the other transactions
contemplated by the Merger Agreement.
The Support Agreement also provides that if the Merger
Agreement is terminated by the Issuer in accordance with its
terms because the Issuer's Board of Directors shall have
concurrently approved, and the Issuer shall have concurrently
entered into, a definitive agreement providing for a Takeover
Proposal (as defined in the Merger Agreement), each Turner
Shareholder must pay to Time Warner Inc. an amount in cash
equal to all "profit" (as defined in the Support Agreement) of
such Turner Shareholder from the consummation of any Takeover
Proposal that is consummated within 18 months of such
termination or with respect to which a definitive agreement is
executed within 18 months of such termination. The foregoing
description of the Support Agreement is qualified by reference
to the complete text of the Support Agreement which was filed
as Exhibit 99.1 to the Issuer's Form 8-K dated September 22,
1995.
Item 5 Not Applicable
Item 6 Not Applicable
Item 7 Not Applicable
Item 8 Not Applicable
Item 9 Not Applicable
Item 10 Not Applicable
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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
/s/ R. E. Turner
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Dated: February 14, 1996
