SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TIME WARNER INC.
(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
887315109
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(CUSIP Number)
R.E. Turner
c/o Time Warner Inc.
One CNN Center
Atlanta, GA 30303
(404) 827-1700
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
with a copy to:
Jerome L. Coben, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 S. Grand Avenue
Los Angeles, California 90071
(213) 687-5000
October 27, 1998
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(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: ( )
CUSIP No. 887315109 Schedule 13D
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
R.E. Turner; ###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
Not applicable.
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
Not applicable. ( )
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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: (7) SOLE VOTING POWER
:
: 52,819,915
:---------------------------------------
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 1,300,499
:---------------------------------------
: (9) SOLE DISPOSITIVE
:
: 52,819,915
:---------------------------------------
:(10) SHARED DISPOSITIVE
:
: 1,300,499
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,120,414
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ( )
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.0%
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(14) TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 1 (the "Amendment No. 1") amends and
supplements the Statement on Schedule 13D (the "Schedule 13D"), dated
October 10, 1996, relating to the common stock, par value $.01 per share
(the "Common Stock"), of Time Warner Inc., a Delaware corporation (the
"Company"), and is being filed pursuant to Rule 13d-2 under the Securities
Exchange Act of 1934, as amended (the "Act").
Unless otherwise indicated, each capitalized term used but not
otherwise defined herein shall have the meaning assigned to such term in
the Schedule 13D. The information set forth in the Exhibits attached
hereto is hereby expressly incorporated herein by reference and the
response to each item of this statement is qualified in its entirety by the
provisions of such Exhibits.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is amended and supplemented as follows:
Subject to the terms of Investors' Agreement (No. 1) and the
Right of First Refusal Agreement, Mr. Turner reserves the right to sell or
otherwise dispose of some or all of the shares of Common Stock beneficially
owned by him in the open market, in privately negotiated transactions,
through derivative transactions or otherwise, or to acquire additional
shares of Common Stock, in the open market, in privately negotiated
transactions or otherwise, in each case, depending upon market conditions
and other factors. Mr. Turner currently expects to dispose of shares of
Common Stock in connection with his pledge of $100 million per year for ten
years to causes supported by the United Nations.
Except as set forth herein, and other than in his capacity as an
officer or director of the Company or Turner Broadcasting System, Inc. or
pursuant to the exercise of outstanding options to purchase shares of
Common Stock, Mr. Turner has no present plans or proposals that relate to
or would result in any actions or events required to be described in Item 4
of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Turner beneficially owns 54,120,413 shares of Common
Stock, which represent approximately 10.0% of the shares of Common Stock
outstanding immediately following consummation of the Merger. This number
of shares beneficially owned by Mr. Turner does not include 2,500,000
shares of Common Stock owned by the Turner Foundation, Inc. (the "Turner
Foundation"), of which Mr. Turner is a director, as to which shares Mr.
Turner disclaims beneficial ownership, and 385,000 shares of Common Stock
owned by Jane Fonda, Mr. Turner's wife, as to which shares Mr. Turner
disclaims beneficial ownership.
(b) Mr. Turner has sole power to vote or to direct the vote of
52,819,914 shares of Common Stock, the sole power to dispose or direct the
disposition of 52,819,914 shares of Common Stock, the shared power to vote
or to direct the vote of 1,300,499 shares of Common Stock and the shared
power to dispose or to direct the disposition of 1,300,499 shares of Common
Stock. The numbers set forth in the preceding sentence do not include
2,500,000 shares of Common Stock owned by the Turner Foundation, as to
which shares Mr. Turner disclaims beneficial ownership, and 385,000 shares
of Common Stock owned by Jane Fonda, Mr. Turner's wife, as to which shares
Mr. Turner disclaims beneficial ownership.
(c) The following transactions in the Common Stock were effected
during the past 60 days:
Number Price
Date Transaction Party of Shares per Share
---- ----------- ----- --------- ---------
8/25/98 Open market R.E. Turner 100,000 $91.271
disposition Charitable
Remainder
Unitrust No. 2
10/21/97 Open market R.E. Turner 550,000 $90.045
disposition
10/21/97 Open market Turner Partners 550,000 $90.045
disposition
10/27/98 Disposition R.E. Turner 298,000 n/a
in connection
with Mr. Turner's
pledge of $100
million per year
to causes supported
by the United Nations
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that this statement is true, complete and correct.
By: /s/ R. E. Turner
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R. E. Turner
Dated: November 24, 1998
