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CUSIP No. 900262-502
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 21-FINAL)*
TURNER BROADCASTING SYSTEM, INC.
(Name of Issuer)
Class B Common Stock, $.0625 per share par value
(Title of Class of Securities)
900262-502
(CUSIP Number)
Stephen M. Brett, Esq.
Sr. Vice President and General Counsel
Tele-Communications, Inc.
5619 DTC Parkway, Englewood, CO 80111
(303) 267-4800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 4, 1994
(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 this 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 less than five percent 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 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).
(Continued on following page(s))
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CUSIP No. 900262-502
Page 2 of 5 Pages
________________________________________________________________________________
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
TELE-COMMUNICATIONS, INC.
84 - 588868
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) ( )
(b) ( )
________________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________________
(4) Source of Funds
HC
________________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) ( )
________________________________________________________________________________
(6) Citizenship or Place of Organization
Delaware
________________________________________________________________________________
Number of (7) Sole Voting Power 0
Shares Bene- _______________________________________________________________
ficially (8) Shared Voting Power 0 Shares
Owned by _______________________________________________________________
Each Report- (9) Sole Dispositive Power 0
in Person _______________________________________________________________
With (10) Shared Dispositive Power 0 Shares
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
0 Shares
________________________________________________________________________________
(12) Check 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
AF
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CUSIP No. 900262-502
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 21-FINAL)
Statement of
TELE-COMMUNICATIONS, INC.
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
TURNER BROADCASTING SYSTEM, INC.
(Commission File No. 0-9334)
________________________________________________
Tele-Communications, Inc., a Delaware corporation (Old TCI" or
the "Reporting Person"), no longer being a mandated filer subject to Section
13(d) of the Act (see Item 2, below), having heretofore initially filed this
Statement on June 15, 1987, and having subsequently amended it heretofore, all
in paper format, does now hereby finally amend and restate the same as of the
date hereof in electronic format:
ITEM 1. Security and Issuer
The class of equity securities to which this Statement relates
is the Class B common stock, par value $.0625 per share (the "Class B Common
Stock") issued by Turner Broadcasting System, Inc., a Georgia corporation (the
"Issuer" or the "Company"), which has its principal executive offices at One
CNN Center, Atlanta, Georgia 30348.
This Statement also includes the following derivative
securities: (a) shares of the Issuer's Class C Convertible Preferred Stock,
each of which is presently convertible into six (6) shares of the Issuer's
Class B Common Stock; and (b) Rights, if any, exercisable within 60 days, to
acquire beneficial ownership of any of the Issuer's equity securities, by way
of anti-dilution or pre-emptive or other privileges.
ITEM 2. Identity and Background
This Statement is being filed by the above named Reporting
Person, a Delaware corporation, whose principal business address is shown on
the cover page hereof.
Said Reporting Person is principally engaged in the
acquisition, development and operation of cable television systems, assets and
programming interests.
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CUSIP No. 900262-502
On August 4, 1994, at Special Meetings of Stockholders of,
respectively, Tele-Communications, Inc. ("Old TCI"; Commission File No. 0-5550;
I.R.S. Identification No. 84-588868) and Liberty Media Corporation ("LMC"),
there was approved and adopted an Agreement and Plan of Merger, dated as of
January 27, 1994, as amended, which provided for, among other things, the
Business Combination of Old TCI and LMC resulting in their becoming wholly
owned subsidiaries of TCI/Liberty Holding Company, which was renamed
"Tele-Communications, Inc." (hereinafter sometimes referred to as "New TCI"),
effective upon certain filings which occurred on August 4, 1994 (the "Effective
Date").
The foregoing summary of the Business Combination is hereby
qualified in its entirety by reference to the complete terms, provisions and
conditions thereof set forth in the Proxy Statement of LMC and Old TCI and the
Prospectus of TCI/Liberty Holding Company heretofore filed on June 23, 1994, by
said parties as part of Registration Statement (No. 33-54263 on Form S-4),
which, as amended, was ordered effective on June 28, 1994, and which are
incorporated herein by reference and so filed herewith as Exhibit A. (See Item
7).
As heretofore publicly disclosed, the mentioned Business
Combination is to be treated as a "consolidation" wherein, although the direct
or indirect legal title to certain programming interests and cable television
assets of LMC and Old TCI remain unchanged, the beneficial ownership thereof
now belongs to New TCI. New TCI is now a publicly held company subject to the
informational requirements of the Securities Exchange Act of 1934 (the "Act")
and will, commencing herewith, henceforth be a Reporting Person in respect of
the securities of the Company beneficially owned by it. Old TCI and LMC are
now no longer publicly held Reporting Persons under the Act, but each is now a
wholly owned subsidiary of New TCI.
This Final Amendment is being filed by the Reporting Person
because it is no longer the beneficial owner of more than five percent of any
of the securities referred to in Item 1. Information required to be disclosed
in this Item 2 concerning each director and executive officer of the Reporting
Person is no longer believed to be applicable hereto.
ITEM 3. Source and Amount of Funds or Other Consideration
Because the Reporting Person is no longer the beneficial owner
of more than five percent of any of the securities referred to in Item 1, the
information required to be disclosed by the Reporting Person in this Item 3
concerning the source and amount of funds or other consideration is no longer
believed to be applicable hereto.
ITEM 4. Purpose of Transaction
Because the Reporting Person is no longer the beneficial owner
of more than five percent of the securities referred to in Item 1, the
information required to be disclosed in this Item 4 by the Reporting Person
concerning any present plans or proposals which relate to securities of the
Company, or would involve the Company, is no longer believed to be applicable
hereto.
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CUSIP No. 900262-502
ITEM 5. Interest in Securities of the Issuer
(a) As described in Item 2, hereof, the Reporting Person
presently beneficially owns none of the securities of the Company described in
Item 1 hereof.
(b) The Reporting Person has no power to vote or to
direct the voting of the securities described in Item 1 that it legally, but
not beneficially owns, nor has it the power to dispose of, or to direct the
disposition of the securities described in Item 1. Said powers have now been
transferred to New TCI (see Item 2).
(c) No longer applicable.
(d) There is no person that has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock now beneficially owned by New TCI, except its wholly
owned subsidiary, the Reporting Person, and then only for the benefit of New
TCI.
(e) The date the Reporting Person ceased to be the
beneficial owner of more than five percent of any class of securities described
in Item 1 was August 4, 1994.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
There are presently no contracts, arrangements, understandings
or relationships among the Reporting Person and other persons with respect to
the securities of the Company except for any, pursuant to which legal title to
additional shares may be issued to its subsidiaries, and then only for the
benefit of New TCI.
ITEM 7. Material to be Filed as Exhibits
A. Registration Statement on Form S-4, filed by TCI/Liberty
Holding Company on June 23, 1994 and thereafter amended and
ordered effective June 23, 1994, under Commission File No.
33-54263, which is hereby incorporated by this reference.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: August 5, 1994 TELE-COMMUNICATIONS, INC.
By: /s/ STEPHEN M. BRETT
Stephen M. Brett
Sr. Vice President and
General Counsel
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