United States
Securities and Exchange Commission
Washington D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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, NY 10019
(212) 484-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications)
March 22, 1995
(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>
</PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 046515102
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 shares beneficially owned by each Reporting Person with
7 Sole voting power
8 Shared voting power
15,615,500 (See Item 5)
9 Sole dispositive power
10 Shared dispositive power
15,615,500 (See Item 5)
11 Aggregate amount beneficially owned by Reporting Person
15,615,500
12 Check box if the aggregate amount in Row (11) excludes certain
shares*
//
13 Percent of class represented by amount in Row (11)
Approximately 24.5%
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>
</PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 046515102
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
15,615,500 (See Item 5)
9 Sole dispositive power
10 Shared dispositive power
15,615,500 (See Item 5)
11 Aggregate amount beneficially owned by Reporting Person
15,615,500
12 Check box if the aggregate amount in Row (11) excludes certain
shares*
//
13 Percent of class represented by amount in Row (11)
Approximately 24.5%
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>
</PAGE>
<PAGE>
AMENDMENT NO. 5 TO SCHEDULE 13D
Time Warner Inc., a Delaware corporation ("Time Warner") and
its wholly owned subsidiary Warner Communications Inc., a
Delaware corporation ("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"), dated March 28, 1994, as filed with the Securities and
Exchange Commission on March 29, 1994 by the Reporting Persons
and amended on April 20, 1994. As provided in the Amended and
Restated Schedule 13D, as amended, and a Joint Filing Agreement
filed as an Exhibit thereto (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
Atari. The Amended and Restated Schedule 13D, as amended, of the
Reporting Persons is hereinafter referred to as the "Statement."
Unless otherwise indicated, capitalized terms used but not
defined herein have the meanings assigned to them in the
Statement.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended in its entirety to read as
follows:
"Time Warner has recently announced its intention to
enhance its financial position through sales of non-core assets.
The securities of Atari beneficially owned by Time Warner, WCI
and Games are among the non-core assets that may be sold in
furtherance of Time Warner's announced policy. Accordingly, Time
Warner, WCI and Games expect to dispose of some or all of their
holdings of Atari securities from time to time in open market
transactions or otherwise. As described in Item 5, WCI has begun
making sales.
"Other than as described above or in Item 5 herein,
neither Time Warner, WCI or Games has any current plans or
proposals that relate to or would result in (i) the acquisition
or disposition of securities of Atari; (ii) an extraordinary
corporate transaction, such as a merger, reorganization or
liquidation, involving Atari or any of its subsidiaries; (iii) a
sale or transfer of a material amount of assets of Atari or any
of its subsidiaries; (iv) any change in the present board of
directors or management of Atari, including any plans or
proposals to change the number or term of directors or to fill
any existing vacancies on the board; (v) any material change in
the present capitalization or dividend policy of Atari; (vi) any
other material change in Atari's business or corporate structure;
(vii) changes in Atari's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of Atari by any person; (viii) causing a
class of securities of Atari 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 Atari 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.
The fourth, fifth and sixth paragraphs of Item 5 of
the Statement are hereby amended in their entirety to read as
follows:
"Between February 17, 1995 and March 21 and 22,
1995, WCI sold an aggregate of 154,500 shares of Atari Common
Stock on the open market as follows:
Number of
DATE SHARES SOLD Price
2/17/95 4,500 $ 3 1/2
3/21/95 58,000 $ 3 1/4
2,000 $ 3 5/16
3/22/95 70,600 $ 3 1/4
19,400 $ 3 5/16
------
Total 154,500
"According to Atari, on December 31, 1994, there
were outstanding on such date 63,648,535 shares of Atari Common
Stock. The 15,615,500 shares of Atari Common Stock beneficially
owned by Time Warner constitutes approximately 24.5% of the
outstanding Atari Common Stock. The 15,545,500 and 70,000 shares
of Atari Common Stock held by WCI and Games constitutes,
respectively, 24.42% and 0.11% 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 of the
Statement, the sole power to dispose of the 15,615,500 shares of
Atari Common Stock. Time Warner, WCI and Games have the sole
power to vote, and subject to the restrictions as set forth in
Item 6 of the Statement, 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.
"Other than as described in Item 4 herein, 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."
Items (d) and (e) are not applicable.<PAGE>
</PAGE>
<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: March 23, 1995 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>
</PAGE>
<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 President,
Boggs President Time Warner*
800 Connecticut Ave.,
NW, Suite 800
Washington, DC 20006
Richard J. Senior Vice Senior Vice President
Bressler President and Chief Financial
and Chief Officer, Time Warner*
Financial
Officer
Lawrence B. Director Partner,
Buttenwieser Rosenman & Colin
575 Madison Avenue
New York, NY 10022
(attorney)
Edward S. Director Chairman, Finkelstein
Finkelstein Associates Inc.
712 Fifth Avenue
New York, NY 10019
(consulting)
Beverly Sills Director Chairman-Lincoln Center
Greenough for the Performing Arts
211 Central Park West
New York, NY 10024
(entertainment)
Peter R. Haje Executive Executive Vice President,
Vice Secretary and General
President, Counsel, Time Warner*
Secretary
and General
Counsel
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 Fellow,
Senior University
Harvard University
100 First Stamford Place
Stamford, CT 06904-2340
Gerald M. Levin Director, Chairman and Chief
Chairman Executive Officer,
and Chief Time Warner*
Executive
Officer
Philip R. Senior Vice Senior Vice President,
Lochner, Jr. President Time Warner*
Henry Luce, III Director Chairman and Chief
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
(consumer products)
Michael A. Miles Director Former Chairman and
Chief Executive Officer of
Philip Morris Companies Inc.,
Director of Sears Roebuck
& Co., Dean Witter and
Discover & Co.
J. Richard Director Chairman of the
Munro Executive/Finance
Committee and Advisor to
the Company
Time Warner*
Richard D. Director Director and President,
Parsons and Time Warner*
President Former Chairman and
Chief Executive Officer,
The Dime Savings Bank
of New York
Donald S. Director Former Chairman and
Perkins Director of Various Companies
Jewel Companies Inc.
Suite 2700
One First National Plaza
Chicago, IL 60603
Raymond S. Director Financial Consultant and
Troubh Director of Various Companies
10 Rockefeller Plaza
New York, NY 10020
(financial consultant)
Francis T. Director Vincent Enterprises
Vincent, Jr. (private investor),
and Director of Various
Companies
____________________
*The business address of Time Warner is 75 Rockefeller Plaza,
New York, NY 10019.<PAGE>
</PAGE>
<PAGE>
ANNEX B
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. Senior Vice Senior Vice President
Bressler President Chief Financial Officer,
and Chief Time Warner*
Financial
Officer
Peter R. Haje Director and Executive Vice
Executive President, Secretary
Vice and General Counsel,
President Time Warner*
Tod R. Hullin Director and Senior Vice President,
Senior Vice Time Warner*
President
Deane F. Office of Office of the President,
Johnson the President Warner Communications
Inc., 1271 Avenue of the
Americas
New York, New York 10020
Gerald M. Director, Chairman and Chief
Levin Chairman Executive Officer,
and Chief Time Warner*
Executive
Officer
Philip R. Senior Vice Senior Vice President,
Lochner, Jr. President Time Warner*
Richard D. Director Director and President,
Parsons and Office Time Warner*
of the
President
_____________________
*The business address of Time Warner and WCI is 75 Rockefeller
Plaza, New York, NY 10019.
