-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ffi2sEQwqyvAi5kFUQno92ndHk9WcWHUn62myTVcLMahavIZ2dTidODLx89v5R83 Cgij7UwmgNO+XVirWn73HQ== 0000736157-95-000041.txt : 19950928 0000736157-95-000041.hdr.sgml : 19950927 ACCESSION NUMBER: 0000736157-95-000041 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950925 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TURNER BROADCASTING SYSTEM INC CENTRAL INDEX KEY: 0000100240 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 580950695 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32143 FILM NUMBER: 95575714 BUSINESS ADDRESS: STREET 1: ONE CNN CENTER STREET 2: 100 INTERNATIONAL BLVD CITY: ATLANTA STATE: GA ZIP: 30303 BUSINESS PHONE: 4048271700 MAIL ADDRESS: STREET 1: ONE CNN CENTER BOX 105366 CITY: ATLANTA STATE: GA ZIP: 30348-5366 FORMER COMPANY: FORMER CONFORMED NAME: TURNER COMMUNICATIONS CORP DATE OF NAME CHANGE: 19791016 FORMER COMPANY: FORMER CONFORMED NAME: RICE BROADCASTING CO INC DATE OF NAME CHANGE: 19700909 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TIME WARNER INC CENTRAL INDEX KEY: 0000736157 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 131388520 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TIME & LIFE BLDG ROCKFELLER CENTER STREET 2: 75 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124848000 FORMER COMPANY: FORMER CONFORMED NAME: TIME INC /DE/ DATE OF NAME CHANGE: 19890801 0000736157-95-000041.txt : 19950927 0000736157-95-000041.hdr.sgml : 19950927 ACCESSION NUMBER: 0000736157-95-000041 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950925 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TURNER BROADCASTING SYSTEM INC CENTRAL INDEX KEY: 0000100240 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 580950695 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32143 FILM NUMBER: 95575714 BUSINESS ADDRESS: STREET 1: ONE CNN CENTER STREET 2: 100 INTERNATIONAL BLVD CITY: ATLANTA STATE: GA ZIP: 30303 BUSINESS PHONE: 4048271700 MAIL ADDRESS: STREET 1: ONE CNN CENTER BOX 105366 CITY: ATLANTA STATE: GA ZIP: 30348-5366 FORMER COMPANY: FORMER CONFORMED NAME: TURNER COMMUNICATIONS CORP DATE OF NAME CHANGE: 19791016 FORMER COMPANY: FORMER CONFORMED NAME: RICE BROADCASTING CO INC DATE OF NAME CHANGE: 19700909 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TIME WARNER INC CENTRAL INDEX KEY: 0000736157 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 131388520 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TIME & LIFE BLDG ROCKFELLER CENTER STREET 2: 75 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124848000 FORMER COMPANY: FORMER CONFORMED NAME: TIME INC /DE/ DATE OF NAME CHANGE: 19890801 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* TURNER BROADCASTING SYSTEM, INC. (Name of Issuer) CLASS B COMMON STOCK, PAR VALUE $.0625 PER SHARE (Title of Class of Securities) 900262 50 2 (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) September 22, 1995 (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 / /. (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 18 SCHEDULE 13D CUSIP No. 900262 50 2 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. 13-1388520 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a / / b / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 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 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 54,691,827 (See Item 5) REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 54,691,827 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 54,691,827 shares (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 32.7% (See Item 5) 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. SCHEDULE 13D CUSIP No. 900262 50 2 Page 3 of 18 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Time TBS Holdings, Inc. IRS No. 13-3412926 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a / / b / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* AT 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 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 25,329,714 (See Item 5) REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 25,329,714 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 25,329,714 shares (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 15.5% 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. SCHEDULE 13D CUSIP No. 900262 50 2 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* AF 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 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 7,469,537 (See Item 5) REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 7,469,537 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 7,469,537 shares (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 5.3% 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. SCHEDULE 13D CUSIP No. 900262 50 2 Page 5 of 18 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warner Cable Communications Inc. IRS No. 13-3134949 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a / / b / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 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 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 6,004,338 (See Item 5) REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 6,004,338 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 6,004,338 shares (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 4.2% 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. SCHEDULE 13D CUSIP No. 900262 50 2 Page 6 of 18 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON American Television and Communications Corp. IRS No. 13-2922502 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a / / b / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A (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 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 17,010,889 (See Item 5) REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 17,010,889 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 17,010,889 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 12.4% 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. SCHEDULE 13D CUSIP No. 900262 50 2 Page 7 of 18 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Time Warner Operations Inc. IRS No. 13-3544870 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a / / b / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A (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 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 4,881,687 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 4,881,687 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 4,881,687 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% 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. AMENDMENT NO. 10 TO SCHEDULE 13D Time Warner Inc., a Delaware corporation ("Time Warner"), Time TBS Holdings, Inc., a Delaware corporation ("Holdings"), Warner Communications Inc., a Delaware corporation ("WCI"), Warner Cable Communications Inc., a Delaware corporation ("WCCI"), American Television and Communications Corporation, a Delaware corporation ("ATC") and Time Warner Operations Inc., a Delaware corporation ("Operations"), hereby amend and supplement their statement on Schedule 13D relating to the Class B Common Stock, par value $.0625 per share (the "TBS Class B Common Stock"), of Turner Broadcasting System, Inc., a Georgia corporation ("TBS"), as originally filed with the Securities and Exchange Commission (i) by Holdings and Time Warner on June 15, 1987 and subsequently amended and restated in its entirety on August 31, 1995; and (ii) by WCCI and WCI on June 16, 1987 and subsequently amended and restated in its entirety on August 31, 1995. Time Warner, Holdings, WCI, ATC, Operations and WCCI are hereinafter collectively referred to as the "Reporting Persons". 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 TBS Class B Common Stock, and the joint Schedule 13D of the Reporting Persons, is hereinafter referred to as the "Statement". Item 4. Purpose of Transaction. Item 4 of the Statement is hereby amended and supplemented by adding the following as the penultimate paragraph thereof: "On September 22, 1995 Time Warner and TBS issued a press release announcing that their Boards of Directors had approved plans to merge their respective companies. In the proposed merger, TBS shareholders will receive .75 Time Warner common shares for each share of TBS Class B Common Stock and each share of TBS Class A Common Stock, par value $.0625 per share (the "TBS Class A Common Stock"). Holders of TBS Class C Preferred Stock, par value $.125 per share (the "TBS Class C Preferred Stock") will receive 4.8 Time Warner common shares for each share of TBS Class C Preferred Stock. As a result of the merger, TBS will become a wholly owned subsidiary of Time Warner. The transaction is subject to, among other things, the approval by the Federal Communications Commission, regulatory review by antitrust authorities and approval by the shareholders of both companies. No assurance can be given that the transaction will be consummated. A copy of the press release is attached as an Exhibit to this Statement." Item 5. Interest in Securities of TBS. Item 5 of the Statement is hereby amended and supplemented by adding the following as the last paragraph of paragraphs (a) and (b): "In addition to the TBS shares beneficially owned by Time Warner as described above, in connection with the proposed merger described in Item 4, Liberty Media Corporation ("LMC") has agreed to grant Time Warner an option to acquire the 30.1 million shares of TBS Class B Common Stock and the 6.1 million shares of TBS Class C Common Stock beneficially owned by LMC and its subsidiaries in exchange for the same number of Time Warner shares such entities would have received in the proposed merger. The grant and exercise of such option is subject to a number of conditions." Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of TBS. The first sentence of Item 6 of the Statement is hereby deleted and the following is inserted in lieu thereof: "In connection with the proposed merger described in Item 4 and subject to certain conditions, R.E. Turner III and LMC and certain of its subsidiaries have agreed to vote the shares of TBS Class A Common Stock, TBS Class B Common Stock and TBS Class C Preferred Stock owned by them in favor of the merger. Mr. Turner beneficially owns 55.1 million shares of TBS Class A Common Stock and 30.6 million shares of TBS Class B Common Stock. Reference is also made to the description of the agreements and discussions in Items 4 and 5 of this Statement. Item 7 Material to be Filed as Exhibits. The exhibits listed on the accompanying Exhibit Index has been filed as part of this Statement and such Exhibit Index is incorporated herein 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. Dated: September 22, 1995 Time Warner Inc. By: /s/ Peter R. Haje Name: Peter R. Haje Title: Executive Vice President Time TBS Holdings, 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 Warner Cable Communications Inc. By: /s/ Thomas W. McEnerney Name: Thomas W. McEnerney Title: Vice President American Television and Communications Corporation By: /s/ Thomas W. McEnerney Name: Thomas W. McEnerney Title: Vice President Time Warner Operations Inc. By: /s/ Thomas W. McEnerney Name: Thomas W. McEnerney Title: Vice President EXHIBIT INDEX EXHIBIT DESCRIPTION Exhibit 7 Press Release of Time Warner dated September 22, 1995 relating to a proposed merger between Time Warner and Turner Broadcasting System, Inc. EX-7 2 Exhibit 7 For Immediate Release TIME WARNER INC. AND TURNER BROADCASTING SYSTEM, INC. AGREE TO MERGE, CREATING THE WORLD'S FOREMOST MEDIA COMPANY - Company Will Have Unmatched Combination of News, Entertainment and Information Resources and Distribution Systems - R.E. Turner To Be Named Vice Chairman and To Join Time Warner Board NEW YORK and ATLANTA, GA., Sept. 22, 1995-The boards of directors of Time Warner Inc. and Turner Broadcasting System, Inc. (TBS) have approved plans to merge their respective companies, forming a global media organization with the world's foremost combination of news, entertainment, information resources and distribution systems. The announcement was made today by Time Warner Chairman and CEO Gerald M. Levin and TBS Chairman and President R.E. Turner at a press conference in New York. "This is a remarkable fit with concrete opportunities for growth that start right from the beginning. This growth potential will provide substantial opportunity for our shareholders, employees and customers. We share a common vision of the future, and we will pursue that future through a shared strategy; creating and capitalizing on brands; pursuing international expansion; and leveraging technological advances. The complementary nature of the two organizations will allow us to maximize the value of our assets and distribution systems and position us as the leading media company in an increasingly competitive global marketplace, " said Levin. "Ted is clearly one of the most brilliant entrepreneurs of our time. I am pleased he has chosen Time Warner as the right home for his great enterprise. We enthusiastically welcome Ted and his team to our family." "After carefully considering many options, it became clear that a strategic partnership with Jerry Levin and Time Warner was the best way to ensure the continued growth and expansion of Turner Broadcasting," said Turner. "Our new enterprise will have unsurpassed capability to create and deliver the highest quality news, information and entertainment to every corner of the globe. We share a common vision for the future and working together we will make that vision a reality." John Malone, president and CEO of TCI, said, "We've been partners with both TBS and Time Warner for years. We know both companies very well and that's why we were so enthusiastic about playing a role to make this deal happen. I have the highest respect for Jerry and Ted and the Levin/Turner team is a terrific combination. The new constellation of assets create a world class company. While our position is passive, we look forward with high confidence about our continuing investment in this great company." Ted Turner added, "John has been by my side as a friend, guide and partner for many years. We once again appreciate his advice and confidence." The combined company showcases some of the world's best known brands including Time, People and Sports Illustrated magazines, CNN, Warner Bros., TNT and HBO as well as some of the most widely distributed global products including the music of Warner Music Group distributed to hundreds of millions of people worldwide and CNN International seen by viewers in 210 countries and territories. The merger joins the world's most popular cartoon libraries-- Warner Bros. Looney Tunes and Hanna-Barbera Cartoons. It also reunites the pre-1948 Warner Bros. film library, owned by TBS, with the current Warner Bros. library. Levin and Turner added; "Within our extraordinary asset base lie complementary operating strengths that will generate opportunities for domestic and international growth in children's and family entertainment, financial news, merchandising and retailing, on-line services, film distribution and sports. The world's largest film library will now have access to the finest collection of programming networks ever assembled, and the value of this library will be multiplied by the forthcoming digital video disc. Time Inc., the world's preeminent information gatherer and publisher, will find new opportunities with CNN, the most trusted name in global television news. Warner Bros.' Looney Tunes and the Hanna-Barbera characters will create new choices for audiences and customers on The Cartoon Network, The WB and in Warner Bros. Studio Stores. The cross-promotional opportunities among our cartoons, Warner Bros. Studio Stores, theme parks and networks will be a major contributor to growth. In addition working together we intend to find new areas of growth for WTBS." Mr. Levin added, "Time Warner and TBS have worked long and hard to make this combination a reality. The support and creativity of John Malone and Liberty Media have helped structure a transaction that will increase value for the shareholders of all the parties involved. For Time Warner, this combination is consistent with our plan to strike the appropriate balance within Time Warner between content and distribution. By bringing the growing cash flow of TBS' content businesses into Time Warner, our balance sheet will strengthen and our financial ratios will improve." Under the terms of the agreement approved today by the Board of Directors of each company, Time Warner Inc. will issue up to 178 million common shares to acquire Turner Broadcasting System. TBS shareholders will receive .75 Time Warner Inc. common shares for each TBS Class A and B common share. Each TBS Class C preferred holder will receive .80 Time Warner common shares for each of the 6 shares of Class B common that their class C preferred shares are convertible into. R. E. Turner will become vice chairman of Time Warner and head of the Time Warner Video Division which will consist of all the businesses of TBS plus have supervisory responsibilities for the businesses of Home Box Office. Mr. Turner will have the right to designate two Time Warner Inc. directors, one of whom will be himself. As a result of the merger which will be tax-free to TBS shareholders, Turner Broadcasting System will become a wholly-owned subsidiary of Time Warner Inc. Subject to certain conditions, Mr. Turner and Liberty Media Corp., a subsidiary of Tele-Communications Inc. (TCI) have agreed to vote their TBS shares for the merger. In addition, TCI has granted Time Warner an option to acquire TCI's TBS shares. The Time Warner common shares received by Liberty Media Corp. will be exchanged for voting preferred stock economically equivalent to common stock and placed in a voting trust. Liberty Media has selected Time Warner Chairman Gerald M. Levin as the trustee. Other agreement terms that become effective at the time of the TBS merger closing include: The Time Warner board will amend the company's shareholder rights plan so that the 15% threshold will be calculated on a fully diluted basis. TBS has agreed to extend carriage agreements with TCI covering all of Turner Broadcasting Systems' cable programming networks. TBS has agreed to sell its interest in SportSouth, a regional sports cable network, to Liberty Media Corp., for approximately $60 million. Time Warner has agreed to issue 5 million common shares to TCI after the TBS merger closing in exchange for a 6-year option to purchase Southern Satellite, Inc. which distributes WTBS to cable operators. Time Warner will grant Liberty Media Corp. an option to purchase Time Warner's interest in the Sunshine Network, a Florida-based sports cable network, for $14 million. The combined companies (including TWE) had 1994 revenues of $18.7 billion and EBITDA of $3.4 billion. Including Time Warner's previously announced transactions primarily consisting of cable system acquisitions and the sale of a 51% interest in Six Flags, 1994 revenues would have been $19.8 billion and 1994 EBITDA would have been $4 billion. The transaction is subject to, among other things, approval by the Federal Communications Commission and regulatory review by federal antitrust authorities, and approval by the shareholders of both companies. It is expected to be completed in 1996. Time Warner Inc. is the world's leading media and entertainment company, with interests in magazine and book publishing, recorded music and music publishing, filmed entertainment, broadcasting and theme parks and cable television and cable television programming. Turner Broadcasting System, Inc. is one of the world's leading suppliers of entertainment and news through its ownership of the world's largest film and animation libraries and of television networks in the United States, Latin America, Europe and Asia. The Company's operations also include motion picture, animation and television production, theatrical film distribution, home video, television syndication, licensing and merchandising, publishing and professional sports. -----END PRIVACY-ENHANCED MESSAGE-----