SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
SHOWBIZ PIZZA TIME, INC.
(Name of Issuer)
CLASS A PREFERRED STOCK, par value $60.00 per share
(Title of Class of Securities)
825 388200
(CUSIP Number)
Peter R. Haje, 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. 825 388200
Page 2 of 25 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
16,011 (See Item 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
16,011 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
16,011
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 32.3%
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. 825 388200
Page 3 of 25 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
16,011 (See Item 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
16,011 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
16,011
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 32.3%
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. 825 388200
Page 4 of 25 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
16,011 (See Item 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
16,011 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
16,011
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 32.3%
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. 825 388200
Page 5 of 25 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
16,011 (See Item 5)
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
16,011 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
16,011
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 32.3%
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. (formerly named TW Inc.), a
Delaware corporation, and its wholly owned subsidiaries, Time Warner
Companies, Inc. (formerly named Time Warner Inc.), a Delaware corporation
("Old 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 restate in its
entirety the Schedule 13D relating to the Class A Preferred Stock ("Showbiz
Preferred Stock") of Showbiz Pizza Time, Inc. ("Showbiz") as required by Rule
101(a)(2)(ii) of Regulation S-T. Pursuant to Rule 13d-1(f) under the
Securities Exchange Act of 1934, the Reporting Persons have agreed to file
one statement with respect to their ownership of Showbiz Preferred Stock.
The joint Schedule 13D of the Reporting Persons, as amended and restated, is
hereinafter referred to as the "Statement".
The Statement is being filed solely to reflect the combination
(the "Holding Company Transaction") on October 10, 1996 of Old Time Warner
and Turner Broadcasting System, Inc. ("TBS"), in connection with which (1)
each of Old Time Warner and TBS became a wholly owned subsidiary of a new
holding company now named Time Warner Inc. ("Time Warner"), (2) Old Time
Warner changed its name to Time Warner Companies, Inc. and (3) Time Warner
became the ultimate beneficial owner of the Showbiz Preferred Stock held of
record by TWI Ltd., an indirect wholly-owned subsidiary of Time Warner.
Item 1. Security and Issuer.
This Statement relates to the Class A Preferred Stock, par value
$60.00 per share ("Showbiz Preferred Stock"), of Showbiz Pizza Time, Inc.
(the "Issuer" or Showbiz"), a Kansas corporation, whose principal executive
offices are located at 4441 West Airport Freeway, Irving, Texas 75062.
Item 2. Identity and Background.
This Statement is being filed by Time Warner Inc. ("Time
Warner"), a Delaware corporation, having its principal executive offices at
75 Rockefeller Plaza, New York, New York 10019, Time Warner Companies, Inc.
("Old Time Warner "), a Delaware corporation, having its principal executive
offices at 75 Rockefeller Plaza, New York, NY 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. Old Time Warner is a
direct wholly owned subsidiary of Time Warner; WCI is a direct wholly-owned
subsidiary of Old Time Warner and TWI Ltd. is a direct wholly-owned
subsidiary of WCI.
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
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 Time Warner has a majority interest.
Old 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 Time Warner, except that
it does not have an ownership interest in the businesses conducted by TBS.
The business of WCI (other than its interests 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 or, 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.
In 1984, Atari Holdings, Inc., a Delaware corporation and a
wholly-owned subsidiary of WCI ("Holdings"), was a major creditor in the
bankruptcy proceeding of Pizza Time Theater, Inc. ("Pizza Time").
Subsequently, in April 1985 Holdings entered into a court approved
settlement agreement with Pizza Time. In May 1985, Showbiz purchased
substantially all of the operating assets of Pizza Time, which was then a
debtor in possession under Chapter 11 of the United States Bankruptcy Code.
In connection therewith, pursuant to the court approved Plan of
Reorganization, Showbiz issued 4,000,000 shares of Showbiz Common Stock and
500,000 shares of Showbiz Preferred Stock to the creditors of Pizza Time.
As a result, Holdings, an unsecured creditor of Pizza Time, received 121,551
shares of Showbiz Common Stock and 16,011 shares of Showbiz Preferred Stock.
In mid-1986, Showbiz consummated a restructuring plan that
included the exchange of Showbiz Preferred Stock for new 8% Debentures of
Showbiz (the "Showbiz Debentures"), to which more than 90% of the holders of
Showbiz Preferred Stock responded.
In October 1989, Holdings sold the 12,551 shares of Showbiz
Common Stock it held (as adjusted by a reverse stock split) for an
aggregate sales price of $138,645 in open market transactions.
On July 24, 1989, pursuant to a tender offer, Old Time Warner
acquired a majority of the outstanding shares of WCI. To finance the tender
offer, Old Time Warner incurred approximately $7 billion of indebtedness
(which has since been refinanced). On January 10, 1990, a wholly-owned
subsidiary of Old Time Warner merged with and into WCI, which thereby became
a wholly-owned subsidiary of Old Time Warner.
On June 26, 1992, Holdings was merged with and into WCI. On
June 21, 1994, WCI transferred the shares of Showbiz Preferred Stock it held
to TWI Ltd., its wholly owned subsidiary, as more fully described in Item 4
below.
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
Old Time Warner, Time Warner, Time Warner Acquisition Corp., formerly a
Delaware corporation and a wholly owned subsidiary of Time Warner ("Delaware
Sub"), TW Acquisition Corp., formerly a Georgia corporation and a wholly
owned subsidiary of Time Warner ("Georgia Sub"), and TBS, whereby among other
things: (a) Delaware Sub was merged into Old Time Warner, (b) each
outstanding share of Common Stock, par value $1.00 per share, of Old Time
Warner, other than shares held directly or indirectly by Old Time Warner,
was converted into one share of Common Stock, par value $.01 per share, of
Time Warner, (c) Georgia Sub was merged into TBS, (d) the outstanding
capital stock of TBS, other than shares held directly or indirectly by Old
Time Warner or Time Warner or in the treasury of TBS, was converted into the
right to receive Time Warner's Common Stock, (e) each of Old Time Warner and
TBS became a wholly owned subsidiary of Time Warner and (f) Time Warner was
renamed "Time Warner Inc."
As a result of the Holding Company Transaction, Time Warner
became the ultimate beneficial owner of the Showbiz Preferred Stock.
Item 4. Purpose of Transaction.
As described in Item 3 above, Holdings acquired its Showbiz
Common Stock and Showbiz Preferred Stock as a result of being a creditor in
the Pizza Time bankruptcy proceeding.
On June 26, 1992, Holdings was merged with and into WCI.
Subsequently, on June 21, 1994, the Showbiz Preferred Stock previously held
by WCI, as successor-by-merger to Holdings, was transferred by WCI to its
wholly-owned subsidiary TWI Ltd. in connection with WCI's decision to
transfer the ownership of certain portfolio investments to a Delaware
corporation. The shares of Showbiz Preferred Stock currently registered in
the name of TWI Ltd. and beneficially owned by Time Warner, Old Time Warner
and WCI are held for investment.
As described in Item 3 above, Time Warner became the ultimate
beneficial owner of the Showbiz Preferred Stock as a result of the
consummation of the Holding Company Transaction.
Time Warner, Old Time Warner, WCI and TWI Ltd. intend to review
and evaluate their investment in Showbiz from time to time. On the basis of
such review and evaluation, Time Warner, Old Time Warner, WCI and TWI Ltd.
may acquire additional Showbiz securities from time to time in market
transactions or otherwise or may dispose of some or all of their holdings of
Showbiz securities from time to time in market transactions or otherwise.
Other than as described above, none of Time Warner, Old Time
Warner, WCI or TWI Ltd. have any current plans or proposals that relate to
or would result in (i) the acquisition or disposition of securities of
Showbiz; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Showbiz or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of Showbiz or any of
its subsidiaries; (iv) any change in the present board of directors or
management of Showbiz, 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 Showbiz; (v) any material change in the present
capitalization or dividend policy of Showbiz; (vi) any other material change
in Showbiz's business or corporate structure; (vii) changes in Showbiz's
charter, by-laws or instruments corresponding thereto or other actions which
may impede the acquisition of control of Showbiz by any person;
(viii) causing a class of securities of Showbiz 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 Showbiz 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.
In August 1986, Showbiz notified all of its stockholders that
holders of approximately 450,407 shares of Showbiz Preferred Stock (or 90%
of such holders) responded favorably to the exchange offer for the Showbiz
Debentures (described in Item 3 above), substantially decreasing the number
of outstanding shares of Showbiz Preferred Stock. As a result, the 16,011
shares of Showbiz Preferred Stock held by Holdings that had previously
constituted 3.6% of the outstanding Showbiz Preferred Stock represented
32.3% of the outstanding Showbiz Preferred Stock upon completion of the
exchange offer.
In addition, on October 19, 1988, Showbiz effected a one-for-ten
reverse stock split of Showbiz Common Stock thereby further reducing the
number of outstanding shares of Showbiz. As reported in Item 3, in October
1989, the Reporting Persons' interest in Showbiz Common Stock was sold.
On July 24, 1989, pursuant to a tender offer, Old Time Warner
acquired a majority of the outstanding shares of common stock of WCI. On
January 10, 1990, a wholly-owned subsidiary of Old Time Warner merged with
and into WCI, which thereby became a wholly-owned subsidiary of Old Time
Warner. As a result, Old Time Warner acquired beneficial ownership of the
Showbiz securities beneficially owned by WCI.
On October 10, 1996, in connection with the Holding Company
Transaction described in Item 3 above, Old Time Warner became a direct
wholly owned subsidiary of Time Warner. Time Warner, Old Time Warner and
WCI may be deemed to have shared power to direct the voting and disposition
of the 16,011 shares of Showbiz Preferred Stock registered in the name of
TWI Ltd.
As of October 18, 1996, there were outstanding 49,570 shares of
Showbiz Preferred Stock. In accordance with the provisions of Rule 13d-3(d)
(1)(i) under the Act, the 16,011 shares of Showbiz Preferred Stock
registered in the name of TWI Ltd. and deemed to be beneficially owned by
Time Warner, Old Time Warner and WCI, represent approximately 32.3% of the
outstanding shares of Showbiz Preferred Stock.
Except as described above, none of Time Warner, Old 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 Showbiz
Preferred Stock by Time Warner, Old Time Warner, WCI, TWI Ltd. or any person
listed in Annexes A, B , C or D hereto.
Items (d) and (e) are not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) on the part of Time Warner, Old Time
Warner, WCI or TWI Ltd., or, to the best of each of their knowledge, on the
part of their respective executive officers or directors or between such
persons and any persons with respect to the securities of Showbiz.
Item 7. Material to be filed as Exhibits
(A single asterisk denotes that the document has been
previously filed.)
Exhibit A* Joint Filing Agreement between WCI and Holdings.
Exhibit B** Amended and Restated Agreement and Plan of Merger (the
"Merger Agreement"), dated as of September 22, 1995, as
amended, among Old Time Warner, Time Warner, Delaware Sub,
Georgia Sub and TBS (incorporated by reference to
Appendixes A-1(a) and A-1(b) to the Joint Proxy
Statement/Prospectus dated September 6, 1996, included as
part of the Registration Statement on Form S-4
(Registration No. 333-11741) of Time Warner filed with the
Securities and Exchange Commission on September 6, 1996).
Exhibit C Joint Filing Agreement among Time Warner, Old Time Warner, WCI
and TWI Ltd.
** Incorporated by reference
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 C
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 (the "Act"), as
amended, that the Amended and Restated Statement on Schedule 13D filed
herewith, and any amendments thereto, relating to the shares of Preferred
Stock, par value $60.00 per share, of Showbiz Pizza Time, 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. Hayes
Title: Vice President
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
(business equipment)
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*
*The business address of Time Warner, Old Time Warner and WCI is 75
Rockefeller Plaza, New York, NY 10019
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 & 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 President Time Warner*
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 Director and 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
President and Treasurer,
Treasurer Time Warner*
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
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
