UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
ATARI CORPORATION
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
046515102
(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 Notice
and Communications)
April 19, 1994
(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> SCHEDULE 13D
CUSIP No. 046515102 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TIME WARNER 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
7 SOLE VOTING POWER
SHARES
8 SHARED VOTING POWER
BENEFICIALLY 15,770,000 (See Item 5)
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
10 SHARED DISPOSITIVE POWER
REPORTING 15,770,000 (See Item 5)
PERSON
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
15,770,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 26.8%
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. 046515102 Page 3 of 8 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*
WC
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
7 SOLE VOTING POWER
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY 15,770,000 (See Item 5)
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON 15,770,000 (See Item 5)
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
15,770,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 26.8%
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>
Amendment No. 4 to Schedule 13D
Time Warner Inc., a Delaware corporation ("Time Warner")
and Warner Communications Inc. ("WCI") (collectively, the
"Reporting Persons"), hereby amend and supplement the amended
and restated Statement on Schedule 13D relating to the Common
Stock, $.01 par value per share (the "Common Stock") of Atari
Corporation ("Atari"), as filed with the Securities and
Exchange Commission on March 29, 1994 by Time Warner and WCI.
As provided in the amended and restated Schedule 13D dated
March 28, 1994 filed by the Reporting Persons and a Joint
Filing Agreement of the same date filed as an Exhibit (which
Exhibit is incorporated herein by reference), 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 Common Stock of the Issuer, and
the amended and restated Schedule 13D of the Reporting
Persons is hereinafter referred to as the "Statement".
Unless otherwise indicated, each capitalized term used
but not defined herein has the meaning assigned to such term
in the Statement.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended and
supplemented by adding the following:
"On April 4, 1994, Time Warner and WCI entered into an
Assignment and Assumption Agreement ("Assignment Agreement")
pursuant to which Time Warner assigned all of its rights and
obligations under the Stock Purchase Agreement and the
related Letter Agreement to WCI and WCI agreed to assume all
such obligations."
Item 5. Interest in Securities of the Issuer.
The fourth, fifth and sixth paragraphs of Item 5 of the
Statement are hereby amended in their entirety to read as
follows:
"According to Atari, on March 24, 1994, there were
outstanding on such date 57,223,862 shares of Atari Common
Stock. Upon the issuance of 1,500,000 and 70,000 shares of
Atari Common Stock to WCI and Games, respectively on April
19, 1994, there were approximately 58,793,862 shares of Atari
Common Stock outstanding. The 15,770,000 shares of Atari
Common Stock beneficially owned by Time Warner constitutes
approximately 26.8% of the outstanding Atari Common Stock.
The 15,770,000 and 70,000 shares of Atari Common Stock held
by WCI and Games constitutes, respectively, 26.7% and 0.12%
of the outstanding Atari Common Stock.
Time Warner and WCI have the sole power to vote and,
subject to the restrictions described in Item 6, the sole
power to dispose of the 15,700,000 shares of Atari Common
Stock, including the 1,500,000 shares of Atari Common Stock
acquired pursuant to the Stock Purchase Agreement registered
in the name of WCI and owned beneficially by Time Warner.
Time Warner, WCI and Games have the sole power to vote and
subject to the restrictions as set forth in Item 6 hereto,
the power to dispose of the 70,000 shares of Atari Common
Stock acquired by Games pursuant to the Games Stock Purchase
Agreement and owned beneficially by WCI and Time Warner.
Neither Time Warner, WCI or Games is aware of any
beneficial ownership of, or any transaction within 60 days
before the filing of this Statement on Schedule 13D in, any
shares of Atari Common Stock by Time Warner, WCI, Games or
any person listed on Annex A or Annex B hereto except as set
forth herein."
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities
of the Issuer.
Item 6 of the Statement is hereby amended and
supplemented by adding the following sentence at the end of
the first paragraph thereof:
"As more fully described in Item 3 herein, Atari
acknowledged the Assignment by Time Warner of the
registration rights described above to WCI."
Item 7. Materials to be filed as Exhibits.
Exhibit 5. Assignment and Assumption Agreement
dated April 4, 1994 between Time Warner
Inc. and Warner Communications Inc.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
Exhibit 5. Assignment and Assumption *
Agreement dated April 4, 1994
between Time Warner Inc. and
Warner Communications Inc.
*Incorporated by Reference
<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: April 19, 1994
TIME WARNER INC.
By /s/Peter R. Haje
Name: Peter R. Haje
Title: Executive Vice President
WARNER COMMUNICATIONS INC.
By /s/Peter R. Haje
Name: Peter R. Haje
Title: Executive 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
11111 Santa Monica Blvd.
Los Angeles, CA 90025
(private investment
company)
Timothy A. Senior Vice Senior Vice
Boggs President President
Time Warner*
800 Connecticut Avenue,
NW, Suite 800
Washington, DC 20006
Lawrence B. Director Partner,
Buttenwieser Rosenman & Colin
575 Madison Avenue
New York, NY 10022
(attorney)
Hugh F. Director Partner,
Culverhouse Culverhouse, Botts &
Story
1408 North West Shore
Blvd.
Tampa, FL 33607
(attorney)
Edward S. Director Chairman,
Finkelstein Finkelstein
Associates Inc.
712 Fifth Avenue
New York, NY 10019
(consulting)
Beverly Sills Director Chairman-Elect,
Greenough Lincoln Center for the
Performing Arts
211 Central Park West
New York, NY 10024
(entertainment)
David R. Haas Senior Vice Senior Vice President
President and and Controller, Time
Controller Warner*
Peter R. Haje Executive Vice Executive Vice President,
President, Secretary and General
Secretary and Counsel, Time Warner*
General Counsel
Carla A. Hills Director Chairman and Chief
Executive Officer, Hills
& Company
1200 Nineteenth Street,
NW
Washington, DC 20036
(international trade
consultants)
Geoffrey W. Senior Vice Senior Vice President,
Holmes President Time Warner*
Tod R. Hullin Senior Vice Senior Vice President
President Time Warner*
David T. Director Senior University Fellow,
Kearns Harvard University
100 First Stamford Place
Suite 402
Stamford, CT 06904-2340
Gerald M. Director, Chairman, Chief
Levin Chairman, Executive Officer and
Chief President, Time Warner*
Executive
Officer and
President
Philip R. Senior Vice Senior Vice President,
Lochner, Jr. President Time Warner*
Henry Director Chairman and Chief
Luce, III Executive Officer,
The Henry Luce
Foundation, Inc.
720 Fifth Avenue
New York, NY 10019
(private foundation)
Reuben Mark Director Chairman and Chief
Executive Officer
Colgate-Palmolive Company
300 Park Avenue
New York, NY 10022
J. Richard Director Chairman of the
Munro Executive Committee,
Time Warner*
Richard D. Director Chairman and Chief
Parsons Executive Officer,
Dime Savings Bank
589 Fifth Avenue
New York, NY 10017
(banking)
Donald S. Director Former Chairman,
Perkins Jewel Companies Inc.
Suite 2700
One First National Plaza
Chicago, IL 60603
(retailing)
Raymond S. Director Financial Consultant and
Troubh Director of Various
Companies
10 Rockefeller Plaza
New York, NY 10020
(financial consultant)
Bert W. Executive Vice Executive Vice President
Wasserman President and and Chief Financial
Chief Officer, Time Warner*
Financial Officer
Francis T. Director Former Commissioner of
Vincent, Jr. Major League Baseball
Culbro Corporation
387 Park Avenue South
New York, NY 10016
* The business address of Time Warner is 75 Rockefeller Plaza,
New York, NY 10019.
<PAGE>
ANNEX B
Directors and Executive Officers of
Warner Communications Inc.
Principal Occupation or
Name Office Employment and Address
David R. Haas Senior Vice Senior Vice President and
President Controller, Time Warner*
Peter R. Haje Director and Executive Vice President,
Executive Vice Secretary and General
President Counsel, Time Warner*
Geoffrey W. Director Senior Vice President,
Holmes Time Warner*
Tod R. Hullin Director Senior Vice President,
Time Warner*
Deane F. Office of the Office of the President,
Johnson President Warner Communications
Inc., 1271 Avenue of the
Americas New York, NY
10020
Gerald M. Director, Chairman, President and
Levin President and Chief Executive Officer,
Chief Executive Time Warner*
Officer
Bert W. Director and Executive Vice President
Wasserman Executive Vice and Chief Financial
President Officer, Time Warner*
* The business address of Time Warner is 75 Rockefeller Plaza,
New York, NY 10019.
<PAGE>
EXHIBIT 5
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is entered into
this 4th day of April, 1994 between Time Warner Inc.
("Assignor") and Warner Communications Inc. ("Assignee").
WHEREAS, Assignor entered into a Stock Purchase
Agreement with Atari Corporation ("Atari Corp.") dated as of
March 24, 1994 (the "Stock Purchase Agreement"), pursuant to
which Assignor agreed to purchase, subject to certain
conditions, 1,500,000 shares of common stock of Atari Corp.
and subject to certain conditions, has the right to acquire
additional shares of Atari Corp. common stock;
WHEREAS, Assignor has the right under the Stock Purchase
Agreement to assign its rights and obligations thereunder to
one of its wholly-owned subsidiaries;
WHEREAS, Assignee is a wholly-owned subsidiary of
Assignor;
WHEREAS, Assignor desires to assign all of its rights
and obligations under the Stock Purchase Agreement to
Assignee and Assignee has agreed to assume of such rights and
obligations of Assignor;
NOW, THEREFORE, in consideration of the mutual
agreements herein contained, the parties hereto hereby agree
as follows:
1. Assignment. Effective the date hereof, (the
"Effective Date"), Assignor hereby assigns to Assignee
without recourse and without representation or warranty, all
of Assignor's rights, title and interest arising under the
Stock Purchase Agreement and the related Letter Agreement
dated March 24, 1994 by and between Assignor, Atari Corp. and
Atari Games Corporation respecting Registration Rights (the
"Letter Agreement").
2. Assumption. Effective the Effective Date, the
Assignee hereby assumes from Assignor, all of Assignor's
obligations arising under the Stock Purchase Agreement and
the Letter Agreement. On the Effective Date, the Assignee
shall be deemed the "Purchaser" for all purposes of the Stock
Purchase Agreement and all references to "Time Warner" in the
Letter Agreement shall be deemed to refer to Assignee. The
address of Assignee for notice purposes shall be:
Warner Communications Inc.
75 Rockefeller Plaza
New York, NY 10019
Attention: General Counsel
With a copy to:
Time Warner Inc.
75 Rockefeller Plaza
New York, NY 10019
Attention: General Counsel
Facsimile: (212) 397-0657
3. THIS ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW.
4. No term or provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by
an instrument in writing, signed by all parties hereto.
5. This Agreement may be executed in any number of
counterparts and by different parties hereto on separate
counterparts, taken together, shall constitute one and the
same Agreement.
IN WITNESS WHEREOF, the parties hereto have executed
this Assignment and Assumption Agreement as of the date first
above written.
WARNER COMMUNICATIONS INC.
By /s/Thomas W. McEnerney
Name: Thomas W. McEnerney
Title: Vice President
TIME WARNER INC.
By /s/Peter R. Haje
Name: Peter R. Haje
Title: Executive Vice President
Acknowledged:
ATARI CORPORATION
By /s/Adron Beene
Name: Adron Beene
Title: Vice President
<PAGE>
April 20, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth St., NW
Washington, DC 20549
Re: Amendment No. 4 to Schedule 13D Re: Atari Corporation
Gentlemen:
On behalf of Time Warner Inc., a Delaware corporation ("Time Warner")
and Warner Communications Inc., a Delaware corporation and wholly owned
subsidiary of Time Warner, the following Amendment No. 4 to Schedule 13D
(the "Statement") amending the filing pursuant to Section 13(d) of the
Securities Exchange Act of 1934 (the "Act") and Regulation 13D-G
thereunder. The Statement relates to shares of Common Stock, par
value $.01 per share, of Atari Corporation, a Nevada corporation
("Atari").
By copy of this letter, manually signed copies of the Statement
will be sent to Atari at its principal executive office by express
mail and to the American Stock Exchange.
Very truly yours,
Joan T. Pincus
Administrative Attorney
cc: Atari Corporation
American Stock Exchange
