SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 10, 1996
TIME WARNER INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-12259 13-3527249
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.
of incorporation)
75 Rockefeller Plaza, New York, NY 10019
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(Address of principal executive offices) (zip code)
(212) 484-8000
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(Registrant's telephone number, including area code)
TW Inc.
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On October 10, 1996, the mergers contemplated by the
Amended and Restated Agreement and Plan of Merger dated as of
September 22, 1995, as amended as of August 8, 1996, among Time Warner
Inc. ("Old Time Warner"), Turner Broadcasting System, Inc. ("TBS"), TW
Inc. ("New Time Warner"), Time Warner Acquisition Corp. and TW
Acquisition Corp. (the "Merger Agreement"), were approved by the
stockholders of Old Time Warner and the shareholders of TBS. Also, on
October 10, 1996, Old Time Warner, TBS and Liberty Media Corporation
("LMC") closed the transactions (collectively, the "Transaction")
contemplated by the Merger Agreement and the Second Amended and
Restated LMC Agreement dated as of September 22, 1995, among Old Time
Warner, New Time Warner, LMC and certain subsidiaries of LMC. Pursuant
to the Merger Agreement, (i) each outstanding share of common stock,
par value $1.00 per share, of Old Time Warner, other than shares held
directly or indirectly by Old Time Warner, was converted into one
share of common stock, par value $.01 per share, of New Time Warner
("TW Common Stock"), (ii) each outstanding share of each series of
preferred stock, par value $1.00 per share, of Old Time Warner, other
than shares held directly or indirectly by Old Time Warner, was
converted into one share of a substantially identical series of
preferred stock, par value $.10 per share, of New Time Warner, (iii)
each outstanding share of Class A and Class B Common Stock, par value
$.0625 per share, of TBS, other than shares held directly or
indirectly by Old Time Warner or New Time Warner or in the treasury of
TBS, was converted into the right to receive 0.75 of a share of TW
Common Stock and (iv) each outstanding share of Class C Preferred
Stock, par value $.125 per share, of TBS, other than shares held
directly or indirectly by Old Time Warner or New Time Warner or in the
treasury of TBS, was converted into the right to receive 4.80 shares
of TW Common Stock. As a result of the Transaction, New Time Warner,
which has been renamed Time Warner Inc., owns, directly and
indirectly, the entire equity interest in each of Old Time Warner,
which has been renamed Time Warner Companies, Inc., and TBS.
Item 5. Other Events.
On October 8, 1996, Old Time Warner received a subpoena
from the New York State Attorney General's office in connection with
an antitrust investigation by the Attorney General that requests
documents related to Old Time Warner's decision to carry MSNBC and not
the Fox News Network on its cable television system in New York City.
On October 9, 1996, Fox News Network, L.L.C. commenced
an action against Old Time Warner, Time Warner Entertainment Company,
L.P., TBS and R.E Turner in the United States District Court for the
Eastern District of New York alleging violations of federal and New
York antitrust laws, specifically, Section 7 of the Clayton Act,
Section 1 of the Sherman Act and the New York Donnelly Act, as well as
breach of contract and fraud. The plaintiff seeks injunctive relief
and compensatory and punitive damages, including an order that New
Time Warner divest TBS. The defendants intend to defend this action
vigorously.
After a hearing on October 7, 1996 to consider whether
the consummation of the Transaction constituted a "change in control"
within the meaning of Time Warner Cable's franchise agreements with
the City of New York, the New York City Franchise Concession and
Review Committee met on October 9, 1996, but took no action on the
matter after the City advised that the matter required further
consideration. Effecting a change in control within such meaning
without the City's consent could
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give the City various rights, including the right to terminate the
franchise agreements. New Time Warner does not believe there has been
such a change in control.
On October 10, 1996, the holders of New Time Warner's
New York City cable franchises filed a complaint in the United States
District Court for the Southern District of New York alleging that the
City's announced plan to carry two commercial cable programs,
Bloomberg News and the Fox News Network, over the City's municipal
access channels is a violation of such holders' franchise agreements,
the 1984 Cable Act, the First Amendment, New York Public Service Law
and certain other legal rights of such holders. In addition to seeking
to enjoin the City's activity, the complaint seeks a declaratory
judgment that the Transaction does not effect a change in control.
On October 9, 1996, the Federal Communications
Commission (the "FCC") announced that it had approved the transfer of
the television station license for WTBS (Channel 17 in Atlanta, GA)
from TBS to New Time Warner. The broadcast programming of WTBS serves
as the programming base for the TBS SuperStation, which is widely
available across the country on cable systems through satellite
delivery. The FCC's approval of the license transfer concludes the
FCC's review of the Transaction.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired:
(i) The Consolidated Financial Statements of TBS as of
December 31, 1995 and 1994 and for the each of the three years
ended December 31, 1995, 1994 and 1993 are incorporated by
reference herein.
(ii) The Unaudited Consolidated Condensed Financial Statements
of TBS as of June 30, 1996 and for each of the six months
ended June 30, 1996 and 1995 are incorporated by reference
herein.
(b) Pro Forma Financial Information:
(i) The Pro Forma Consolidated Condensed Balance Sheet of New
Time Warner as of June 30, 1996 is incorporated by reference
herein.
(ii) The Pro Forma Consolidated Condensed Statements of
Operations of New Time Warner for the six months ended June
30, 1996 and for the year ended December 31, 1995 are
incorporated by reference herein.
(iii) The Notes to the Pro Forma Consolidated Condensed
Financial Statements of New Time Warner are incorporated by
reference herein.
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(c) Exhibits:
(i) Exhibit 99(a): Financial Statements of TBS (incorporated
by reference from pages 31 to 53 of the Annual Report to
Shareholders incorporated by reference into the Annual Report
on Form 10-K for the year ended December 31, 1995 of TBS and
from pages 2 to 9 of the Quarterly Report on Form 10-Q for the
six months ended June 30, 1996 of TBS).
(ii) Exhibit 99(b): Pro Forma Financial Statements and Notes
of New Time Warner (incorporated by reference from pages 4 to
20 of the Current Report on Form 8-K dated as of August 14,
1996 of Old Time Warner).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on October 11, 1996.
TIME WARNER INC.,
By: /s/ Peter R. Haje
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Name: Peter R. Haje
Title: Executive VicePresident
and General Counsel
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EXHIBIT INDEX
Sequential
Exhibit No. Description of Exhibit Page Number
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99(a) Financial Statements *
of TBS (incorporated
by reference from pages 31
to 53 of the Annual Report
to Shareholders incorporated
by reference into the
Annual Report on Form 10-K
for the year ended December 31,
1995 of TBS and from pages 2
to 9 of the Quarterly Report
on Form 10-Q for the six months
ended June 30, 1996 of TBS).
99(b) Pro Forma Financial Statements *
and Notes of New Time Warner
(incorporated by reference from
pages 4 to 20 of the Current
Report on Form 8-K dated as of
August 14, 1996 of Old Time
Warner).
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* Incorporated by reference.
