UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
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)
October 10, 1996
(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 / /.
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 11
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 900262 50 2 Page 2 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Time Warner Inc.
IRS No. 13-3527249
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a / / b / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00 (See Item 5)
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 214,858 (See Item 5)
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
10. SHARED DISPOSITIVE POWER
214,858 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
214,858 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)
100% (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>
<PAGE>
SCHEDULE 13D
CUSIP No. 900262 50 2 Page 3 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Time Warner Companies, 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 (See Item 5)
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 54,692 (See Item 5)
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
10. SHARED DISPOSITIVE POWER
54,692 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
54,692 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 32.2% (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>
<PAGE>
SCHEDULE 13D
CUSIP No. 900262 50 2 Page 4 of 11 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
SHARES 0
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 25,330 (See Item 5)
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
10. SHARED DISPOSITIVE POWER
25,330 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
25,330 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 15.3%
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>
<PAGE>
SCHEDULE 13D
CUSIP No. 900262 50 2 Page 5 of 11 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
SHARES 0
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 7,469 (See Item 5)
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
10. SHARED DISPOSITIVE POWER
7,469 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
7,469 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 5.2%
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>
<PAGE>
SCHEDULE 13D
CUSIP No. 900262 50 2 Page 6 of 11 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 (See Item 5)
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
10. SHARED DISPOSITIVE POWER
6,004 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
6,004 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>
<PAGE>
SCHEDULE 13D
CUSIP No. 900262 50 2 Page 7 of 11 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 17,011 (See Item 5)
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
10. SHARED DISPOSITIVE POWER
17,011 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
17,011 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 12.1%
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>
<PAGE>
SCHEDULE 13D
CUSIP No. 900262 50 2 Page 8 of 11 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 4,882 (See Item 5)
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
10. SHARED DISPOSITIVE POWER
4,882 (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
4,882 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>
<PAGE>
9
AMENDMENT NO. 14 TO
SCHEDULE 13D
On October 10, 1996, Time Warner Companies, Inc., a Delaware
corporation formerly known as Time Warner Inc. ("Time Warner")
became a wholly owned subsidiary of Time Warner Inc., a Delaware
corporation formerly known as TW Inc. ("New Time Warner") as a
result of the consummation of the transactions (the "Holding
Company Transaction") contemplated by the Amended and Restated
Agreement and Plan of Merger dated as of September 22, 1995, as
amended (the "Amended Merger Agreement") among New Time Warner,
Time Warner, Turner Broadcasting System, Inc., a Georgia
corporation ("TBS"), Time Warner Acquisition Corp., a Delaware
corporation and TW Acquisition Corp., a Georgia corporation.
New Time Warner, 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 TBS, as
originally filed with the Securities and Exchange Commission (i)
by Holdings and Time Warner on June 15, 1987 and subsequently
amended; and (ii) by WCCI and WCI on June 16, 1987 and
subsequently amended. New Time Warner, 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".
Item 2. Identity and Background.
Item 2 of the Statement is hereby amended and supplemented by
deleting the first paragraph thereof and inserting the following in
lieu thereof:
Time Warner Inc., a Delaware corporation formerly
known as TW Inc. ("New Time Warner"), has its principal
executive offices at 75 Rockefeller Plaza, New York,
New York 10019. New Time Warner is a media and entertainment
company with operations in magazine and book publishing,
recorded music and music publishing, filmed entertainment,
broadcasting, theme parks, cable television programming
and cable television systems.
Time Warner Companies, Inc., a Delaware corporation
formerly known as Time Warner Inc. ("Time Warner"), is a
wholly owned subsidiary of New Time Warner and has its
principal executive offices at 75 Rockefeller Plaza, New
York, New York 10019. Time Warner is a media and
entertainment company with operations in magazine and book
publishing, recorded music and music publishing, filmed
entertainment, broadcasting, theme parks, cable television
systems and cable television programming.
<PAGE>
<PAGE>
10
Item 5. Interest in Securities of TBS.
Item 5 of the Statement is hereby amended and supplemented by adding
a new last paragraph as follows:
As a result of the consummation of the Holding
Company Transaction on October 10, 1996, New Time Warner
owns, directly or indirectly through wholly owned
subsidiaries, all the issued and outstanding shares of
capital stock of TBS. On October 10, 1996, (a) 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, were converted into 0.75 of a
share of New Time Warner, (b) 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, were converted into 4.80
shares of New Time Warner Common Stock and (c) TBS
became a wholly owned subsidiary of New Time Warner.
SIGNATURE
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 21, 1996
TIME WARNER INC.
By: /s/ Thomas W. McEnerney
Name: Thomas W. McEnerney
Title: Vice President
TIME WARNER COMPANIES, INC.
By: /s/ Thomas W. McEnerney
Name: Thomas W. McEnerney
Title: Vice President
TIME TBS HOLDINGS, INC.
By: /s/ Thomas W. McEnerney
Name: Thomas W. McEnerney
Title: Vice President
<PAGE>
<PAGE>
11
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
