UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
TURNER BROADCASTING SYSTEM, INC.
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(Name of Issuer)
CLASS B COMMON STOCK, PAR VALUE $.0625 PER SHARE
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(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
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(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
September 6, 1996
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(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
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Time Warner Inc.
IRS No. 13-1388520
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[ ]
b[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
0
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
54,691,827 (See Item 5)
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
0
REPORTING ------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
54,691,827 (See Item 5)
WITH ------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
54,691,827 shares (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 32.7% (See Item 5)
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14 TYPE OF REPORTING PERSON*
CO
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*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
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Time TBS Holdings, Inc.
IRS No. 13-3412926
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[ ]
b[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
0
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
25,329,714 (See Item 5)
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
0
REPORTING ------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
25,329,714 (See Item 5)
WITH -----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
25,329,714 shares (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 15.5%
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14 TYPE OF REPORTING PERSON*
CO
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*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
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warner Communications Inc.
IRS No. 13-2696809
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[ ]
b[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
0
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
7,469,537 (See Item 5)
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
0
REPORTING ------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
7,469,537 (See Item 5)
WITH -----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
7,469,537 shares (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 5.3%
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14 TYPE OF REPORTING PERSON*
CO
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*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
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warner Cable Communications Inc.
IRS No. 13-3134949
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[ ]
b[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
0
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
6,004,338 (See Item 5)
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
0
REPORTING ------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
6,004,338 (See Item 5)
WITH -----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
6,004,338 shares (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 4.2%
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14 TYPE OF REPORTING PERSON*
CO
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*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
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[ ]
b[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
0
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
17,010,889 (See Item 5)
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
0
REPORTING ------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
17,010,889 (See Item 5)
WITH -----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
17,010,889 shares (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 12.4%
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14 TYPE OF REPORTING PERSON*
CO
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*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
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Time Warner Operations Inc.
IRS No. 13-3544870
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[ ]
b[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
0
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
4,881,687 (See Item 5)
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
0
REPORTING ------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
4,881,687 (See Item 5)
WITH -----------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
4,881,687 shares (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
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14 TYPE OF REPORTING PERSON*
CO
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*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. 13 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".
<PAGE>
Item 4. Purpose of Transaction.
Item 4 of the Statement is hereby amended and supplemented
by amending the third to last and second to last paragraphs thereof to
read as follows:
"As contemplated by the Merger Agreement, Time Warner and
TBS amended the Merger Agreement in November 1995 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, as amended by
Amendment No. 1 ("Amendment No. 1") thereto dated as of August 8, 1996
(as so amended, the "Amended Merger Agreement"), 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
<PAGE>
series of preferred stock of New Time Warner, (d) 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
December 1, 1995, and is incorporated by reference herein. A copy of
Amendment No. 1 is attached as Exhibit 2(a) to Time Warner's Current
Report on Form 8-K dated September 6, 1996 (the "September Form 8-K"),
and is incorporated by reference herein.
"The Holding Company Transaction is subject to customary
closing conditions, including the approval of the stockholders of Time
Warner, the approval of the shareholders of TBS, all necessary
approvals of the Federal Communications
<PAGE>
Commission and initial acceptance by the Federal Trade Commission (the
"FTC") of the Agreement Containing Consent Order relating to the
Holding Company Transaction (the "FTC Consent Decree"). The FTC
announced initial acceptance of the FTC Consent Decree on September
12, 1996. A copy of the FTC Consent Decree is attached as Exhibit 2(b)
to the September Form 8-K and is incorporated by reference herein.
There can be no assurance that all other approvals can be obtained in
a timely fashion or, in the case of governmental approvals, if
obtained, will not be conditioned upon changes to the terms of the
Amended 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 Amendment No. 1, Time Warner and New
Time Warner have also entered into a Second 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 "Second Amended and Restated LMC Agreement").
A copy of the Second Amended and Restated LMC Agreement is attached as
Exhibit 10(a) to the September Form 8-K, and is incorporated by
reference herein. Pursuant to the Second Amended and Restated LMC
Agreement, LMC and certain of its subsidiaries have agreed, subject to
certain
<PAGE>
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 Merger Agreement and in favor of the approval and
adoption of the Amended Merger Agreement. Time Warner has agreed
with LMC that Time Warner will terminate the Amended 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 (other than the FTC
Consent Decree, to which LMC has agreed) 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 F to the Second
Amended and Restated LMC Agreement.
"In addition, pursuant to the Amended 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
<PAGE>
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")."
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 Amended 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 Merger
Agreement and in favor of the approval and adoption of the Amended
Merger Agreement. In addition, pursuant to the Amended 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
<PAGE>
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"). 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 Amendment No. 1, Time Warner and New
Time Warner have entered into the Second Amended and Restated LMC
Agreement. Pursuant to the Second 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 Merger Agreement and in favor of the approval and adoption of
the Amended Merger Agreement. Time Warner has agreed with LMC that
Time Warner will terminate the Amended 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 (other than the
FTC Consent Decree, to which LMC has agreed) and (b) if New Time
Warner adopts a stockholder rights agreement and such
<PAGE>
agreement differs from the Time Warner stockholder rights agreement in
any material respect except as set forth in Exhibit F to the Second
Amended and 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: September 12, 1996
Time Warner Inc.
By: /s/ Peter R. Haje
------------------------
Name: Peter R. Haje
Title: Executive Vice President
<PAGE>
Time TBS Holdings, Inc.
By: /s/ Spencer B. Hays
------------------------
Name: Spencer B. Hays
Title: Vice President
Warner Communications Inc.
By: /s/ Spencer B. Hays
------------------------
Name: Spencer B. Hays
Title: Vice President
Warner Cable
Communications Inc.
By: /s/ Spencer B. Hays
------------------------
Name: Spencer B. Hays
Title: Vice President
American Television and
Communications Corporation
By: /s/ Spencer B. Hays
------------------------
Name: Spencer B. Hays
Title: Vice President
Time Warner Operations Inc.
By: /s/ Spencer B. Hays
------------------------
Name: Spencer B. Hays
Title: Vice President
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
Exhibit 13 Amendment No. 1 dated as of August 8, 1996, to
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 September 6, 1996).
Exhibit 14 Second 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 September 6,
1996).
Exhibit 15 Agreement Containing Consent Order dated
August 14, 1996, among Time Warner Inc., Turner
Broadcasting System, Inc., Tele-Communications,
Inc., Liberty Media Corporation and the Federal
Trade Commission (incorporated by reference to
Exhibit 2(b) of the Current Report on Form 8-K of
Time Warner Inc. dated September 6, 1996).
