<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FINAL AMENDMENT TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Time Warner Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
887315 10 9
-----------------------------------
(CUSIP Number)
Stephen W. Naeve
Senior Vice President
and Chief Financial Officer
Houston Industries Incorporated
1111 Louisiana
Houston, Texas 77002
(713) 207-1111
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices 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 / /.
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 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> 2
SCHEDULE 13D
CUSIP NO. 887315 10 9
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HOUSTON INDUSTRIES INCORPORATED, I.R.S. IDENTIFICATION NO. 74-1885573
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
23,909,040 shares
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
23,909,040 shares
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,909,040 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.49% (based on information contained in doucments filed by Time Warner
Inc. with the Securities and Exchange Commission)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
<PAGE> 3
This Statement is the final amendment (the "Final Amendment") to the
Schedule 13D (the "Schedule 13D") dated July 17, 1995, filed by Houston
Industries Incorporated ("Houston Industries") with respect to the common
stock, par value $1.00 per share, of Time Warner Inc., a Delaware corporation
("Issuer"). Prior disclosure in the Schedule 13D inconsistent with this Final
Amendment is hereby superseded. Unless otherwise defined herein, all
capitalized terms used herein shall have the meanings set forth in the Schedule
13D.
Item 5 is hereby amended by adding the following after the last
paragraph thereof:
"On October 10, 1996, according to published reports, a wholly owned
subsidiary of TW Inc. ("New Issuer") merged with and into Issuer, Issuer
changed its name to Time Warner Companies Inc., a separate wholly owned
subsidiary of New Issuer merged with and into Turner Broadcasting System, Inc.
and New Issuer changed its name to Time Warner Inc. As a result of these
transactions, the 23,909,040 shares of TW Common Stock beneficially owned by
Houston Industries on that date were converted into a right to receive an
identical number and substantially identical types of securities of New Issuer.
Due to additional issuances of New Issuer securities pursuant to these
transactions, assuming full conversion of the Series D Convertible Preferred
Stock of New Issuer issuable to Houston Industries pursuant to such
transactions, and based on information contained in documents filed by New
Issuer with the Securities and Exchange Commission, Houston Industries
currently beneficially owns 4.49% of the outstanding common stock, par value
$1.00 per share, of New Issuer ("New Issuer Common Stock"). As a result of
these transactions, Houston Industries ceased to be the beneficial owner of any
TW Common Stock and became the beneficial owner of less than 5% of the New
Issuer Common Stock on October 10, 1996."
<PAGE> 4
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: October 11, 1996.
HOUSTON INDUSTRIES INCORPORATED
By: /S/ MARY P. RICCIARDELLO
---------------------------------
Mary P. Ricciardello
Vice President and Comptroller
