UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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)
July 30, 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 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 1 of 11<PAGE>
SCHEDULE 13D
CUSIP No. 046515102
Page 2 of 11
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
0
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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>
<PAGE> SCHEDULE 13D
CUSIP No. 046515102
Page 3 of 11
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
0
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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> Amendment No. 7 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, as amended,
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, March 23, 1995 and October 24, 1995.
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.<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended to incorporate the following as the last
paragraph thereof:
"On July 30, 1996, Atari was merged with and into JTS
Corporation, a Delaware Corporation ("JTS") pursuant to an Amended and
Restated Agreement and Plan of Reorganization dated as of April 8, 1996
(the "Merger"). As a result of the Merger, the separate existence of Atari
ceased and JTS remained as the surviving corporation with all of the
rights, privileges, powers, franchises, properties, assets, liabilities and
obligations of Atari vested in JTS. As a result of the Merger, each share
of Atari Common Stock outstanding at the time of the Merger was converted
into one share of JTS Common Stock, par value $.001 per share (the "JTS
Common Stock")."
Item 4. Purpose of Transaction.
Item 4 is hereby amended to incorporate the following as the last
paragraph thereof:
"As a result of the Merger described in Item 3, Time Warner and
WCI no longer own shares of Atari Common Stock."
Item 5. Interest in Securities of the Issuer.
The fifth, sixth and seventh paragraphs of Item 5 of the
Statement are hereby amended in their entirety to read as follows:
"On March 29, 1996, 70,000 shares of Atari Common Stock with a
value of $3.142857142 per share were transferred along with the other
assets of Atari Games Corporation ("Atari Games") in connection with WCI's
sale of all of the issued and outstanding capital stock of Atari Games to
Williams Interactive, Inc.
As a result of the Merger described in Item 3, as of the close of
business on July 30, 1996, Time Warner and WCI ceased to have beneficial
ownership of any class of securities of Atari.
Neither Time Warner or WCI is aware of any beneficial ownership
of, or any transaction within 60 days before the filing of this Statement
on Schedule 13D, as amended, in any shares of Atari Common Stock by Time
Warner, WCI or any person listed on Annex A or Annex B hereto."
Item (d) is not applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date: August 9, 1996 TIME WARNER INC.
By: ____________________________
Name: Peter R. Haje
Title: Executive Vice President
WARNER COMMUNICATIONS INC.
By: ____________________________
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 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)
Beverly Sills Director Chairman-Lincoln Center
Greenough for the Performing Arts
211 Central Park West
New York, NY 10024
(entertainment)
______________
* The business address of Time Warner is 75 Rockefeller Plaza, New York,
New York 10019.
<PAGE>
Principal Occupation or
Name Office Employment and Address
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 Former Chairman of Xerox
100 First Stamford Place
Stamford, CT 06904-2340
Gerald M. Levin Director, Chairman Chairman and
and Chief Chief Executive Officer,
Executive Officer, Time Warner *
Philip R. Senior Vice Senior Vice President,
Lochner, Jr. President Time Warner*
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.
______________
* The business address of Time Warner is 75 Rockefeller Plaza, New York,
New York 10019.
<PAGE>
Principal Occupation or
Name Office Employment and Address
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 President Time Warner*
Former Chairman and
Chief Executive Officer,
The Dime Savings Bank
of New York
Donald S. Director Director of Various
Perkins Companies
21 South Clark St.
Suite 2530
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, New York 10019.
<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. 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. Director, Chairman and Chief
Levin Chairman and Chief Executive Officer,
Executive Officer Time Warner*
Philip R. Senior Vice Senior Vice President,
Lochner Jr. President Time Warner*
Richard D. Director Director and President,
Parsons and Office of Time Warner*
the President
______________
* The business address of Time Warner is 75 Rockefeller Plaza,
New York, New York 10019.
