UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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)
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 1 OF 18
<PAGE>
SCHEDULE 13D
CUSIP No. 465940104 Page 2 of 18 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
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 18 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*
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 4 of 18 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>
Time Warner Inc., a Delaware corporation ("New Time Warner"), Time
Warner Companies, Inc., a Delaware corporation (formerly named Time Warner
Inc.) ("Time Warner"), and Warner Communications Inc., a Delaware corporation
("WCI") (collectively, the "Reporting Persons"), hereby amend and supplement
the Statement on Schedule 13D dated August 9, 1996 relating to the Common
Stock, par value $.001 per share ("JTS Common Stock"), of JTS Corporation, a
Delaware corporation, originally filed by Time Warner and WCI with the
Securities and Exchange Commission (the "Statement"). Pursuant to Rule
13d-1(f) under the Securities Exchange Act of 1934, as amended, the Reporting
Persons have agreed to file one statement with respect to their ownership of
JTS Common Stock.
This amendment to the Statement is being filed solely to reflect
the combination (the "Holding Company Transaction") on October 10, 1996 of
Time Warner and Turner Broadcasting System, Inc. ("TBS"), in connection with
which (1) each of Time Warner and TBS became a wholly owned subsidiary of a
new holding company now named Time Warner Inc. ("New Time Warner"), (2) Time
Warner changed its name to Time Warner Companies, Inc. and (3) New Time Warner
became the ultimate beneficial owner of JTS Common Stock held of record by
WCI.
Unless otherwise indicated, capitalized terms used but not defined
herein have the meanings assigned to them in the Statement.
Item 2. Identity and Background.
Item 2 is hereby amended in its entirety to read as follows:
"This statement is being filed by Time Warner Inc. ("New Time
Warner"), Time Warner Companies, Inc. ("Time Warner") and Warner Communications
Inc. ("WCI") (collectively, the "Reporting Persons"), each a Delaware
corporation having its principal executive offices at 75 Rockefeller Plaza,
New York, NY 10019.
New 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
New Time Warner's interests in filmed entertainment, broadcasting and 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 New Time Warner has a majority interest.
Time Warner is a direct wholly owned subsidiary of New Time Warner
and WCI is a wholly owned subsidiary of Time Warner. 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 New 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.
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 are set forth in Annexes A, B and
C hereto and are incorporated herein by reference. The response to Item 2(a),
(b), (c) and (f) incorporate Annexes A, B and C by reference thereto.
None of the Reporting Persons or, to the best knowledge of the
Reporting Persons, any of the persons listed in Annexes A, B and C 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.
Item 3 is hereby amended to incorporate the following as the last
paragraph thereof:
"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
Time Warner, New Time Warner, Time Warner Acquisition Corp., formerly a
Delaware corporation and a wholly owned subsidiary of New Time Warner
("Delaware Sub"), TW Acquisition Corp., formerly a Georgia corporation and a
wholly owned subsidiary of New Time Warner ("Georgia Sub"), and TBS, whereby
among other things: (a) Delaware Sub was merged into Time Warner, (b) each
outstanding share of Common Stock, par value $1.00 per share, of Time Warner,
other than shares held directly or indirectly by Time Warner, was converted
into one share of Common Stock, par value $.01 per share, of New Time Warner,
(c) Georgia Sub was merged into TBS, (d) the outstanding capital stock of TBS,
other than shares held directly or indirectly by Time Warner or New Time
Warner or in the treasury of TBS, was converted into the right to receive New
Time Warner's Common Stock, (e) each of Time Warner and TBS became a wholly
owned subsidiary of New Time Warner and (f) New Time Warner was renamed "Time
Warner Inc."
As a result of the Holding Company Transaction, New Time Warner
became the ultimate beneficial owner of the JTS Common Stock."
Item 4. Purpose of Transaction.
Item 4 is hereby amended by deleting the third paragraph thereof
and adding the following as the third and fourth paragraphs:
"As described in Item 3 above, New Time Warner became the ultimate
beneficial owner of the JTS Common Stock as a result of the consummation of
the Holding Company Transaction.
Other than as described above, none of New Time Warner, 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 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.
Paragraphs two and three of the response to Item 5 are amended in
their entirety to read as follows:
"WCI has the sole power to vote and to dispose of the shares of
JTS Common Stock registered in its name. New Time Warner and 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, none of New Time Warner,
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
in, any shares of JTS Common Stock by New Time Warner, Time Warner, WCI or any
person listed in Annexes A, B, or C hereto."
Item 7. Material to Be Filed as Exhibits.
The response to Item 7 is hereby amended in its entirety to read
as follows:
Exhibit 1. Joint Filing Agreement.
<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: 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
<PAGE>
Exhibit 1
JOINT FILING AGREEMENT
Time Warner Inc., Time Warner Companies, Inc., and Warner
Communications Inc., each hereby agrees, in accordance with Rule 13d-1(f)
under the Securities Exchange Act of 1934, as amended, that Amendment No. 1
to the Statement on Schedule 13D filed herewith, and any amendments thereto,
relating to the shares of Common Stock, par value $.001 per share, of JTS
Corporation, 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
<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
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
<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*
<PAGE>
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
Munro Co-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
<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
<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 VicePresident
Bressler Senior Vice and Chief Financial
President and Officer,
Chief Financial Time Warner*
Officer
Peter R. Haje Director and Executive Vice
Executive Vice President, Secretary
President, and General Counsel,
Secretary and Time Warner*
General Counsel
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*
Timothy A. Boggs Senior Vice Senior Vice President,
President Time Warner
800 Connecticut Ave., N.W.
Suite 800
Washington, D.C. 20006
Philip R. Senior Vice Senior Vice President,
Lochner Jr. President Time Warner*
Richard D. President 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
