UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _ )*
JTS CORPORATION
(Name of Issuer)
Common Stock, Par Value $.001 Per share
(Title of Class of Securities)
465940104
(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
/X/. (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 13 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 465940104 Page 2 of 13 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*
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
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
8,600,000 (See Item 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
8,600,000 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
8,600,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 8.4%
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. 465940104 Page 3 of 13 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*
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
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER
8,600,000 (See Item 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
8,600,000 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
8,600,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 8.4%
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 4 of 13 Pages
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value
$.001 per share (the "JTS Common Stock") of JTS Corporation, a
Delaware corporation ("JTS"), which has its principal executive
offices at 166 Baypointe Parkway, San Jose, California 95134.
Item 2. Identity and Background.
This statement is being filed by Time Warner Inc., a
Delaware corporation ("Time Warner") and Warner Communications
Inc., a Delaware Corporation ("WCI") (collectively, the
"Reporting Persons"), each having its principal office at 75
Rockefeller Plaza, New York, NY 10019.
Time Warner is the world's leading media company, and
has interests in three fundamental areas of business:
Entertainment, consisting principally of interests in recorded
music and music publishing, filmed entertainment, broadcasting,
theme parks and cable television programming; News and
Information, consisting principally of interests in magazine
publishing, book publishing and direct marketing; and
Telecommunications, consisting principally of interests in cable
television systems. Substantially all of Time Warner's interests
in filmed entertainment, broadcasting, theme parks and cable
television programming are held through Time Warner Entertainment
Company, L.P. ("TWE"), a Delaware limited partnership. Time
Warner and wholly owned subsidiaries of Time Warner, including
WCI, collectively own 74.49% of the pro rata priority capital and
residual equity partnership interests in TWE. The Entertainment
business is conducted through wholly or partially owned
subsidiaries and through TWE; the News and Information business
currently is conducted by Time Inc., a wholly owned subsidiary of
Time Warner; and the Telecommunications business is managed by
Time Warner Cable, a division of TWE and Time Warner
Communications, a partnership wholly owned and controlled by TWE.
WCI is a wholly owned subsidiary of Time Warner. WCI
is a media and entertainment company with operations in recorded
music and music publishing and interests in filmed entertainment,
cable television and pay television programming.
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, executive officer and
representative of the Reporting Persons are set forth in Annex A
and B hereto and are incorporated herein by reference. The
response to Item 2(a), (b) (c) and (f) incorporate Annexes A and
B by reference thereto.
<PAGE>
Neither of the Reporting Persons nor, to the best
knowledge of the Reporting Persons, any of the persons listed in
Annexes A and B 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.
Item 3. Source and Amount of Funds or Other Consideration.
On July 30, 1996, Atari Corporation ("Atari") was
merged with and into 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. Prior to the Merger, the Reporting Persons
held 8,600,000 shares of Atari common stock, par value $.01 per
share (the "Atari Common Stock"). As a result of the Merger,
each outstanding share of Atari Common Stock was converted into
one share of JTS Common Stock.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the JTS Common Stock as
a result of the Merger and will hold the JTS Common Stock for
investment purposes.
Prior to the Merger, Time Warner had announced its
intention to enhance its financial position through sales of
non-core assets. The JTS Common Stock beneficially owned by Time
Warner and WCI are among the non-core assets that may be sold in
furtherance of Time Warner's announced policy. Accordingly, Time
Warner and WCI may dispose of some or all of their holdings of
JTS Common Stock from time to time in open market transactions or
otherwise.
Other than as described above, neither Time Warner or
WCI has any current plans or proposals that relate to or would
result in (i) the acquisition or disposition of securities of
JTS; (ii) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving JTS or any of
its subsidiaries; (iii) a sale or transfer of a material amount
of assets of JTS or any of its subsidiaries; (iv) any change in
the present board of directors or management of JTS, including
<PAGE>
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 JTS;
(vi) any other material change in JTS' business or corporate
structure; (vii) changes in JTS' charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of JTS by any person; (viii) causing a
class of securities of JTS 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 JTS 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 above.
Item 5. Interest in Securities of the Issuer.
As set forth in Item 3, at the effective time of the
Merger, WCI acquired 8,600,000 shares of JTS Common Stock. Time
Warner, through WCI, is deemed to be a beneficial holder of such
shares within the meaning of Rule 13d-3(d)(1)(i) of the
Securities Exchange Act of 1934, as amended. Based on
information contained in the Joint Proxy Statement of JTS and
Atari dated July 15, 1996, on July 30, 1996, the effective time
of the Merger, 102,991,481 shares of JTS Common Stock were
outstanding. As a result, the 8,600,000 shares owned by Time
Warner and WCI constitute approximately 8.4% of the outstanding
shares of JTS Common Stock.
WCI has the sole power to vote and to dispose of the
shares of JTS Common Stock registered in its name. Time Warner
may be deemed to have shared power to direct the voting and the
disposition of the JTS Common Stock beneficially owned by WCI.
Except as otherwise described herein, neither Time
Warner nor WCI 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 JTS Common Stock by Time
Warner, WCI or any person listed in Annexes A or B hereto.
Items (d) and (e) are not applicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings, or Relationships
With Respect to the Securities of the Issuer.
Not Applicable.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1. Joint Filing Agreement.
<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: /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 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 and WCI is 75 Rockefeller
Plaza, New York, NY 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 and Chief
Chairman and Executive Officer,
Chief Executive Time Warner*
Officer
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 and WCI is 75 Rockefeller
Plaza, New York, NY 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 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 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 and WCI is 75 Rockefeller
Plaza, New York, NY 10019.
<PAGE>
Exhibit 1
JOINT FILING AGREEMENT
Time Warner Inc. and Warner Communications Inc., each hereby
agrees, in accordance with Rule 13d-1(f)(1) under the Securities
Exchange of 1934, as amended, that the Schedule 13D filed
herewith, and any further amendments thereto, relating to the
Common Stock, par value $.001 per share, of JTS Corporation, is
and will be, filed jointly on behalf of each such person.
Dated: August 9, 1996
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
