SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
HASBRO, INC.
(Name of Issuer)
Common Stock, par value $.50 per share
(Title of Class of Securities)
418 056 107
(CUSIP Number)
Peter R. Haje, Esq., General Counsel
Time Warner Inc.
75 Rockefeller Plaza
New York, New York 10019 (212) 484-8000
(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 .
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> SCHEDULE 13D
CUSIP No. 418 056 107
Page 2 of 22 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*
NOT APPLICABLE (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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
12,057,561
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
12,057,561
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
12,057,561
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 14.0%
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> SCHEDULE 13D
CUSIP No. 418 056 107 7
Page 3 of 22 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*
NOT APPLICABLE
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
12,057,561
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
12,057,561
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
12,057,561
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 14.0%
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>
SCHEDULE 13D
CUSIP No. 418 056 107
Page 4 of 22 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*
NOT APPLICABLE
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
12,057,561
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
12,057,561
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
12,057,561
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 14.0%
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>
SCHEDULE 13D
CUSIP No. 418 056 107
Page 5 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TWI VENTURES LTD.
IRS No.: 51-0342126
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a/ /
b/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NOT APPLICABLE
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
12,057,561
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
12,057,561
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
12,057,561
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 14.0%
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>
Time Warner Inc., a Delaware corporation ("New Time Warner"), Time
Warner Companies, Inc., a Delaware corporation ("Time Warner"), Warner
Communications Inc., a Delaware corporation ("WCI") and TWI Ventures Ltd., a
Delaware corporation ("TWI Ltd.") (collectively, the "Reporting Persons"),
hereby amend and supplement the Amended and Restated Statement on Schedule
13D, relating to the Hasbro Common Stock dated June 22, 1994, as filed with
the Securities and Exchange Commission on June 24, 1994 by the Reporting
Persons, as amended by Amendment No. 9 dated August 15, 1995 (the
"Statement"). As provided in the Joint Filing Agreement filed as an Exhibit
hereto, the Reporting Persons have agreed pursuant to Rule 13d-1(f) under the
Securities Exchange Act of 1934, to file one statement with respect to their
ownership of Hasbro Common Stock.
This amendment to the Statement is being filed solely to reflect
the combination (the "Holding Company Transaction") on October 10, 1996 of
Time Warner and Turner Broadcasting System, Inc. ("TBS"), in connection with
which (1) each of Time Warner and TBS became a wholly owned subsidiary of a
new holding company now named Time Warner Inc. ("New Time Warner"), (2) Time
Warner changed its name to Time Warner Companies, Inc. and (3) New Time Warner
became the ultimate beneficial owner of the Hasbro Common Stock held of record
by TWI Ltd.
Unless otherwise indicated, capitalized terms used but not defined
herein have the meanings assigned to them in the Statement.
Item 2. Identity and Background
The response to Item 2 of the Statement is hereby amended to read
in its entirety as follows:
"This Statement is being filed by Time Warner Inc. ("New Time
Warner"), a Delaware corporation, having its principal executive offices at 75
Rockefeller Plaza, New York, New York 10019, Time Warner Companies, Inc.
("Time Warner"), a Delaware corporation having its principal executive offices
at 75 Rockefeller Plaza, New York, New York 10019, Warner Communications Inc.
("WCI"), a Delaware corporation, having its principal executive offices at 75
Rockefeller Plaza, New York, New York 10019, and TWI Ventures Ltd. ("TWI
Ltd."), a Delaware corporation, having its principal office at 3514 Silverside
Road, Suite 11, Wilmington, DE 19810. Time Warner is a direct wholly-owned
subsidiary of New Time Warner, WCI is a direct wholly-owned subsidiary of Time
Warner and TWI Ltd. is a direct wholly-owned subsidiary of WCI.
New Time Warner is a holding company engaged in the media
and entertainment business. Its businesses are carried on in four fundamental
areas: Entertainment, consisting principally of interests in recorded music
and music publishing, filmed entertainment, broadcasting and theme parks;
Cable Networks, consisting principally of interests in cable television
programming; Publishing, consisting principally of interests in magazine
publishing, book publishing and direct marketing; and Cable, consisting
principally of interests in cable television systems. Substantially all of
New Time Warner's interests in filmed entertainment, broadcasting, theme
parks, most of its interests in cable television systems and a substantial
portion of its interests in cable television programming are held through Time
Warner Entertainment Company, L.P. ("TWE"), a Delaware limited partnership in
which New Time Warner has a majority interest.
Time Warner is a holding company with the same interests in
magazine and book publishing, recorded music and music publishing, filmed
entertainment, cable systems and cable networks as New Time Warner, except
that it does not have an ownership interest in the businesses conducted by
TBS. The business of WCI (other than its interest in TWE) primarily consists
of substantially all of the recorded music and music publishing businesses of
Time Warner conducted under the umbrella name of Warner Music Group. TWI Ltd.
Is a subsidiary of WCI and holds a portfolio of investments.
The name, business address, present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted of each director and
executive officer of the Reporting Persons is set forth in Annexes A, B, C and
D hereto and is incorporated herein by reference.
None of the Reporting Persons nor, to the best knowledge of the
Reporting Persons, any of the persons listed in Annexes A, B, C or D hereto
has been convicted during the last five years in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any such corporation or person was or is
subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, Federal or state securities
laws or finding any violation with respect to such laws.
Each of the persons listed in Annexes A, B, C and D hereto is a
United States citizen."
Item 3. Source and Amount of Funds or Other Consideration.
The response to Item 3 of the Statement is hereby amended by
adding paragraphs seven and eight to read in their entirety as follows:
"On October 10, 1996, the Holding Company Transaction was
consummated pursuant to an Amended and Restated Agreement and Plan of Merger
(the "Merger Agreement") dated as of September 22, 1995, as amended, between
Time Warner, New Time Warner, Time Warner Acquisition Corp., formerly a
Delaware corporation and a wholly owned subsidiary of New Time Warner
("Delaware Sub"), TW Acquisition Corp., formerly a Georgia corporation and a
wholly owned subsidiary of New Time Warner ("Georgia Sub"), and TBS, whereby
among other things: (a) Delaware Sub was merged into Time Warner, (b) each
outstanding share of Common Stock, par value $1.00 per share, of Time Warner,
other than shares held directly or indirectly by Time Warner, was converted
into one share of Common Stock, par value $.01 per share, of New Time Warner,
(c) Georgia Sub was merged into TBS, (d) the outstanding capital stock of
TBS, other than shares held directly or indirectly by Time Warner or New Time
Warner or in the treasury of TBS, was converted into the right to receive New
Time Warner's Common Stock, (e) each of Time Warner and TBS became a wholly
owned subsidiary of New Time Warner and (f) New Time Warner was renamed "Time
Warner Inc."
As a result of the Holding Company Transaction, New Time Warner
became the ultimate beneficial owner of the Hasbro Common Stock."
Item 4. Purpose of Transaction.
The response to Item 4 of the Statement is hereby amended by
deleting paragraph seven and adding paragraphs seven and eight to read in
their entirety as follows:
"As described in Item 3 above, New Time Warner became the ultimate
beneficial owner of the Hasbro Common Stock as a result of the consummation of
the Holding Company Transaction.
Other than as described above, none of New Time Warner, Time
Warner, WCI or TWI Ltd. has any current plans or proposals that relate to or
would result in (i) the acquisition or disposition of securities of Hasbro;
(ii) an extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving Hasbro or any of its subsidiaries; (iii) a sale or
transfer of a material amount of assets of Hasbro or any of its subsidiaries;
(iv) any change in the present board of directors or management of Hasbro,
including any current plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board of directors of
Hasbro; (v) any material change in the present capitalization or dividend
policy of Hasbro; (vi) any other material change in Hasbro's business or
corporate structure; (vii) changes in Hasbro's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of Hasbro by any person; (viii) causing a class of securities of
Hasbro to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (ix) causing a class of equity securities of
Hasbro to become eligible for termination of registration pursuant to
Section 12(g) (4) of the Securities Exchange Act of 1934, as amended; or
(x) any action similar to any of those enumerated in clauses (i) through (ix)
of this sentence."
Item 5. Interest in Securities of the Issuer.
Paragraphs eight through ten of Item 5 of the Statement are hereby
amended to read in their entirety as follows:
"According to Hasbro's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996, there were outstanding as of August 9, 1996,
86,323,230 shares of Hasbro Common Stock. The 12,057,561 shares of Hasbro
Common Stock held by TWI Ltd. and beneficially owned by New Time Warner, Time
Warner and WCI constitute approximately 14.0% of the outstanding Hasbro Common
Stock.
New Time Warner, Time Warner, WCI and TWI Ltd. have shared power
to vote and dispose of the 12,057,561 shares of Hasbro Common Stock registered
in the name of TWI Ltd. and owned beneficially by New Time Warner, Time Warner
and WCI.
Except as described herein, none of New Time Warner, Time Warner,
WCI or TWI Ltd. is aware of any beneficial ownership of, or any transaction
within 60 days before the filing of this Statement in, any shares of Hasbro
Common Stock by New Time Warner, Time Warner, WCI, TWI Ltd. or any person
listed in Annexes A, B, C, or D hereto."
Item 7. Material to be filed as Exhibits.
Item 7 of the Statement is hereby amended to include Exhibit Q to
read in its entirety as follows:
Exhibit Q Joint Filing Agreement among Time Warner Inc., Time
Warner Companies, Inc., Warner Communications Inc. and
TWI Ventures Ltd.
<PAGE> 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.
Date: 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
WARNER COMMUNICATIONS INC.
BY: /s/ Thomas W. McEnerney
Name: Thomas W. McEnerney
Title: Vice President
TWI VENTURES LTD.
BY: /s/ Spencer B. Hays
Name: Spencer B. Hays
Title: Vice President
<PAGE>
EXHIBIT Q
JOINT FILING AGREEMENT
Time Warner Inc., Time Warner Companies, Inc., Warner
Communications Inc. and TWI Ventures Ltd., each hereby agrees, in accordance
with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, that
Amendment No. 10 to the Statement on Schedule 13D filed herewith, and any
amendments thereto, relating to the shares of Common Stock, par value $.50 per
share, of Hasbro, Inc., is, and will be, filed jointly on behalf of each such
person.
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
WARNER COMMUNICATIONS INC.
BY: /S/ Thomas W. McEnerney
Name: Thomas W. McEnerney
Title: Vice President
TWI VENTURES LTD.
BY: /S/ Spencer B. Hays
Name: Spencer B. Hays
Title: Vice President
<PAGE> ANNEX A
The following is a list of the directors and executive officers of Time
Warner Inc. ("Time Warner"), setting forth the business address and present
principal occupation or employment (and the name, principal business and
address of any corporation or organization in which such employment is
conducted) of each such person. To the best knowledge of Time Warner, each
person is a citizen of the United States of America.
Principal Occupation or
Name Office Employment and Address
Merv Adelson Director Chairman, East-West
Capital Associates
10100 Santa Monica Blvd.
Los Angeles, CA 90067
(private investment
company)
Timothy A. Senior Vice Senior Vice President,
Boggs President Time Warner
800 Connecticut Ave.,
NW, Suite 800
Washington, DC 20006
Richard J. Senior Vice Senior Vice President
Bressler President and and Chief Financial
Chief Financial Officer, Time Warner*
Officer
Lawrence B. Director Partner,
Buttenwieser Rosenman & Colin
575 Madison Avenue
New York, NY 10022
(attorney)
*The business address of Time Warner, Old Time Warner and WCI is 75
Rockefeller Plaza, New York, NY 10019
<PAGE> Principal Occupation or
Name Office Employment and Address
Beverly Sills Director Chairman-Lincoln Center
Greenough for the Performing Arts
211 Central Park West
New York, NY 10024
(entertainment)
Peter R. Haje Executive Vice Executive Vice
President, President, Secretary
Secretary and and General Counsel,
General Counsel Time Warner*
Carla A. Hills Director Chairman and Chief
Executive Officer
Hills & Company
1200 19th Street, NW
Washington, DC 20036
(international trade
consultants)
Tod R. Hullin Senior Vice Senior Vice President,
President Time Warner*
David T. Kearns Director Retired Chairman and Chief
Executive Officer of Xerox Corporation
100 First Stamford Place
Stamford, CT 06904-2340
(business equipment)
Gerald M. Levin Director, Chairman and Chief
Chairman and Executive Officer,
Chief Executive Time Warner*
Officer
Philip R. Senior Vice Senior Vice President,
Lochner, Jr. President Time Warner*
*The business address of Time Warner, Old Time Warner and WCI is
75 Rockefeller Plaza, New York, NY 10019
<PAGE> Principal Occupation or
Name Office Employment and Address
Reuben Mark Director Chairman and Chief
Executive Officer
Colgate-Palmolive
Company
300 Park Avenue
New York, NY 10022
(consumer products)
Michael A. Miles Director Former Chairman and
Chief Executive Officer
of Philip Morris
Companies Inc., Director
of Sears Roebuck & Co.,
Dean Witter, Discover & Co.
Three Lakes Drive
Northfield, IL 60093
J. Richard Director Advisor to and Former Co-
Munro Chairman and Co-CEO, Time Warner
300 First Stamford Place
Stamford, CT 06902
Richard D. Director Director and President,
Parsons and President Time Warner*
Donald S. Director Director of Various
Perkins Companies
21 South Clark St.
Suite 2530
One First National Plaza
Chicago, IL 60603
*The business address of Time Warner, Old Time Warner and WCI is
75 Rockefeller Plaza, New York, NY 10019
<PAGE>
Principal Occupation or
Name Office Employment and Address
Robert E. Director and Vice Chairman of Time
Turner Vice Chairman Warner*, Chairman and
President of TBS
One CNN Center
Atlanta, GA 30303
Raymond S. Director Financial Consultant and
Troubh Director of Various
Companies
10 Rockefeller Plaza
New York, NY 10020
(financial consultant)
Francis T. Director Chairman of
Vincent, Jr. Vincent Enterprises
(private investor),
and Director of Various
Companies
300 First Stamford Place
Stamford, CT 06902
*The business address of Time Warner, Old Time Warner and WCI is 75
Rockefeller Plaza, New York, NY 10019
<PAGE> ANNEX B
The following is a list of the directors and executive officers of Time
Warner Companies, Inc. ("Old Time Warner"), setting forth the business address
and present principal occupation or employment (and the name, principal
business and address of any corporation or organization in which such
employment is conducted) of each such person. To the best knowledge of Old
Time Warner, each person is a citizen of the United States
of America.
Principal Occupation or
Name Office Employment and Address
Richard J. Director and Senior Vice President
Bressler Senior Vice and Chief Financial
President and Officer, Time Warner*
Chief Financial
Officer
Peter R. Haje Director and Executive Vice
Executive Vice President, Secretary
President, Secretary and General Counsel,
and General Counsel Time Warner*
Tod R. Hullin Director and Senior Vice President,
Senior Vice Time Warner*
President
Gerald M. Chairman and Chief Chairman and Chief
Levin Executive Officer Executive Officer,
Time Warner*
Timothy A. Boggs Senior Vice Senior Vice President,
President Time Warner
800 Connecticut Avenue, N.W.
Suite 800
Washington, D.C. 20006
Philip R. Senior Vice Senior Vice President,
Lochner Jr. President Time Warner*
Richard D. President President,
Parsons Time Warner*
*The business address of Time Warner, Old Time Warner and WCI is 75
Rockefeller Plaza, New York, NY 10019
<PAGE> ANNEX C
The following is a list of the directors and executive officers of Warner
Communications Inc. ("WCI"), setting forth the business address and present
principal occupation or employment (and the name, principal business and
address of any corporation or organization in which such employment is
conducted) of each such person. To the best knowledge of WCI, each person
is a citizen of the United States of America.
Principal Occupation or
Name Office Employment and Address
Richard J. Director and Senior Vice President
Bressler Senior Vice and Chief Financial
President and Officer, Time Warner*
Chief Financial
Officer
Peter R. Haje Director and Executive Vice
Executive Vice President, Secretary
President and General Counsel,
Time Warner*
Tod R. Hullin Director and Senior Vice President,
Senior Vice Time Warner*
President
Gerald M. Chairman and Chief Chairman and Chief
Levin Executive Officer Executive Officer,
Time Warner*
Philip R. Senior Vice Senior Vice President,
Lochner Jr. President Time Warner*
Richard D. Director President,
Parsons and Office of Time Warner*
the President
*The business address of Time Warner, Old Time Warner and WCI is 75
Rockefeller Plaza, New York, NY 10019
<PAGE> ANNEX D
The following is a list of the directors and executive officers of TWI Ventures
Ltd ("TWI Ltd"), setting forth the business address and present principal
occupation or employment (and the name, principal business and address of
any corporation or organization in which such employment is conducted) of
each such person. To the best knowledge of TWI Ltd, each person is a
citizen of the United States of America.
Principal Occupation or
Name Office Employment and Address
Richard J. Director and Senior Vice President
Bressler President and Chief Financial
Officer, Time Warner*
Spencer B. Hays Director and Vice President
Vice President and Deputy
General Counsel, Time Warner*
Stephen Kapner Director, Vice Assistant Treasurer,
President and Time Warner*
Treasurer
Margaret Pulgini Director, Assistant Vice President
Vice President Wilmington Trust Co.
And Secretary Rodney Square North
Wilmington, DE 19801
James Tamucci Director, Tax Executive Director
Vice President and Time Warner
and Treasurer 1271 Avenue of the Americas
New York, NY 10020
*The business address of Time Warner, Old Time Warner and WCI is 75
Rockefeller Plaza, New York, NY 10019
