-----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, BPz6RLV9eze6g4gaE9jm1aK8gCTXZ3Utzw2Hv/M/qXOhuwGZ5MXf2R3exmHjvAbo uZkTSFqyBm6rvgOmkG10fA== 0000950109-95-004218.txt : 19951020 0000950109-95-004218.hdr.sgml : 19951020 ACCESSION NUMBER: 0000950109-95-004218 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951019 SROS: NASD 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: 95581709 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: TELE COMMUNICATIONS INC /CO/ CENTRAL INDEX KEY: 0000925692 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 841260157 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3032675500 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: ENGLEWOOD STATE: CO ZIP: 90111 FORMER COMPANY: FORMER CONFORMED NAME: TCI LIBERTY HOLDING CO DATE OF NAME CHANGE: 19940620 SC 13D/A 1 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934* (Amendment No. 1) Turner Broadcasting System, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Class B Common Stock, par value $.0625 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 900262-502 - -------------------------------------------------------------------------------- (CUSIP Number) Stephen M. Brett, Esq. Executive Vice President and General Counsel Tele-Communications, Inc. 5619 DTC Parkway Englewood, CO 80111 (303) 267-5500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 4, 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 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 should 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 14 pages CUSIP No. 900262-502 ---------- - -------------------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Tele-Communications, Inc. 84-1260157 - -------------------------------------------------------------------------------- (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 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 29,657,482 shares/*/ Shares Bene- ---------------------------------------------------------- ficially (8) Shared Voting Power 453,838 shares/*/ Owned by ---------------------------------------------------------- Each Report- (9) Sole Dispositive Power 29,657,482 shares/*/ ing Person ---------------------------------------------------------- With (10) Shared Dispositive Power 453,838 shares/*/ - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 30,111,320 shares/*/ - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [x] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 21.9%/*/ - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO, HC - -------------------- /*/Figures do not include (i) shares issuable pursuant to derivative securities referred to in Items 1, 2 and 5 hereof, (ii) shares of equity securities of the Company, record title to which is in Lenfest Communications, Inc., beneficial ownership of which is disclaimed by the Reporting Person, or (iii) 225,000 shares of the Company's Class A Common Stock, par value $0.0625 per share, held by a subsidiary of the Reporting Person. Page 2 of 14 pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) 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) This Report on Schedule 13D relates to (i) shares of the Class B common stock, par value $.0625 per share (the "Class B Common Stock"), of Turner Broadcasting System, Inc., a Georgia corporation (the "Company" or "Issuer") and (ii) shares of the Issuer's Class C Convertible Preferred Stock, par value $.125 per share (the "Class C Preferred Stock"), each of which is currently convertible into six (6) shares of Class B Common Stock. The Report on Schedule 13D originally filed by Tele-Communications, Inc., a Delaware corporation ("TCI"or the "Reporting Person"), on August 10, 1994, in respect of the Issuer, is hereby amended in its entirety as set forth herein, and this Report constitutes Amendment No. 1 to such Report on Schedule 13D. Item 1. Security and Issuer ------------------- The class of equity securities to which this Report relates is the Class B Common Stock. The Issuer has its principal executive offices at One CNN Center, Atlanta, Georgia 30348. This Report also includes the following derivative securities: (a) shares of the Issuer's Class C 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 rights or otherwise. Item 2. Identity and Background ----------------------- This Report is being filed by TCI (Commission File No. 0-20421; I.R.S. Identification No. 84-1260157), a Delaware corporation, whose principal business address is 5619 DTC Parkway, Englewood, Colorado 80111. TCI is the beneficial owner, pursuant to Rule 13d-3 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of more than 5% of the outstanding shares of the Class B Common Stock. Record title to the shares of Class B Common Stock and Class C Preferred Stock beneficially owned by TCI is held in the name of certain indirect subsidiaries and affiliates of TCI. See Item 5, below. The Reporting Person, through its subsidiaries and affiliates, is principally engaged in the construction, acquisition, ownership and operation of cable television systems Page 3 of 14 pages and the provision of satellite-delivered video entertainment, information and home shopping programming services to various video distribution media, principally cable television systems. TCI also has investments (i) in cable and telecommunications operations and television programming operations in certain international markets and (ii) in companies and joint ventures involved in developing and providing programming for new television and telecommunications technologies. Schedule 1 attached to this Report contains the following information concerning each director and executive officer of the Reporting Person: (i) name and residence or business address, (ii) principal occupation or employment; and (iii) the name, principal business and address of any corporation or other organization in which such employment is conducted. Schedule 1 is incorporated herein by reference. To the knowledge of the Reporting Person, each of the persons named on Schedule 1 (the "Schedule 1 Persons") is a United States citizen. During the last five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the Schedule 1 Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the Schedule 1 Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was 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 ------------------------------------------------- Not applicable. Item 4. Purpose of Transaction ---------------------- The Company has announced (i) that its Board of Directors has approved the merger (the "Merger") of the Company with a wholly-owned subsidiary of Time Warner Inc., a Delaware corporation ("Time Warner") and (ii) that it has entered into an Agreement and Plan of Merger dated as of September 22, 1995 (the "Merger Agreement"), among Time Warner, 4 of 14 pages Time Warner Acquisition Corp. and the Company, relating to the Merger and setting forth the terms and conditions thereof and related matters. A copy of the Merger Agreement has been filed as Exhibit A hereto and is incorporated herein by this reference. In connection with the Merger, the Reporting Person's wholly-owned subsidiary, Liberty Media Corporation, a Delaware corporation ("LMC"), and certain subsidiaries of LMC (together with LMC, the "LMC Parties") have entered into an agreement with Time Warner dated as of September 22, 1995 (the "LMC Agreement"). The following discussion is qualified in its entirety by reference to the complete text of the LMC Agreement, a copy of which has been filed as Exhibit B hereto and is incorporated herein by this reference. Pursuant to the LMC Agreement, the LMC Parties have agreed, subject to the conditions set forth therein, to vote all their shares of the Company's capital stock in favor of the Merger Agreement, the Merger and each of the other transactions contemplated by the Merger Agreement. The foregoing obligations of the LMC Parties are subject to, among other things: (i) the Merger Agreement being in full force and effect and not having been amended (except pursuant to its own terms and for immaterial amendments), (ii) R.E. Turner, III, as a shareholder of the Company, voting all his shares of the Company's capital stock in favor of the Merger, (iii) Time Warner obtaining approval for the Merger from its stockholders, (iv) no judgment by a governmental authority being in effect that would restrain the LMC Parties from voting their shares of the Company's capital stock, and (v) no change of control occurring or takeover proposal being pending with respect to Time Warner. The LMC Parties and Time Warner have agreed to use their reasonable efforts to take all actions necessary for the consummation of the Merger, including obtaining any required consents from governmental authorities, and defend any proceedings challenging the Merger. Pursuant to the LMC Agreement and subject to the terms and conditions set forth therein, the LMC Parties have agreed (i) not to grant a proxy with respect to their shares of the Company's capital stock, and (ii) not to transfer their shares of the Company's capital stock to any person other than Time Warner unless such transferee agrees to be bound by the LMC Agreement. Pursuant to the LMC Agreement and subject to the terms and conditions set forth therein, Time Warner has agreed to terminate the Merger Agreement and abandon the Merger upon LMC's request if, among other things, (i) the LMC Agreement, any Additional Agreement (as defined in the LMC Agreement) or the Merger Agreement shall be illegal, (ii) the consummation of the Merger would result in the imposition of damages or penalties on the LMC Parties for which they would not be indemnified by Time Warner, (iii) there shall be a proceeding by a governmental authority that would cause the results described in clauses (i) or (ii) to occur, (iv) a governmental authority shall impose certain types of restrictions upon TCI or any of its affiliates as a condition to such governmental authority's approval of the Merger, (v) Time Warner's existing Rights Agreement, dated as of January 20, 1994, between Time Warner and Chemical Bank as rights agent thereunder, shall not be amended pursuant to the LMC Agreement, (vi) a change in control shall occur or a takeover proposal shall be pending with respect to Time Warner, (vii) certain conditions of the Merger Agreement fail to be satisfied, (viii) Time Warner takes any action that results in the Page 5 of 14 pages LMC Parties having to divest any capital stock of Time Warner held by them, (ix) Time Warner breaches its obligations under the LMC Agreement or (x) Time Warner fails to obtain approval from its stockholders of the LMC Agreement and the transactions contemplated thereby. LMC has agreed to grant Time Warner an option, exercisable under certain conditions, to acquire all of the Company's capital stock owned by the LMC Parties at the same price that would be payable for such capital stock of the Company in the transactions contemplated by the Merger Agreement. Additionally, in connection with the Merger, the Company and LMC Southeast Sports, Inc., an affiliate of the Reporting Company ("Southeast"), have entered into an agreement dated as of September 22, 1995 (the "SportSouth Agreement"), providing for the sale by the Company to Southeast of the Company's interest in SportSouth Network, Ltd., a regional sports cable network, for approximately $60,000,000. A copy of the SportSouth Agreement has been filed as Exhibit C hereto and is incorporated herein by this reference. Subject to the foregoing, the Reporting Person intends to continuously review its investment in the Company and may in the future determine to acquire additional securities of the Company, through open market purchases or otherwise, and may determine to dispose of all or a portion of the securities of the Company beneficially owned by it from time to time. In reaching any conclusion as to its future course of action, the Reporting Person will take into consideration various factors, such as the Company's business and prospects, other developments concerning the Company generally, other business opportunities available to the Reporting Person, developments with respect to the business of the Reporting Person, and general industry, economic and stock market conditions, including, but not limited to, the market price of the Class B Common Stock of the Company. Subject to the foregoing, the Reporting Person reserves the right, depending on other relevant factors, to acquire additional shares of Class B Common Stock or other capital stock of the Company in open market or privately negotiated transactions, to dispose of all or a portion of its holdings of the Company's capital stock or to change its intention with respect to any matters referred to in this Item. Page 6 of 14 pages Item 5. Interest in Securities of the Issuer ------------------------------------ (a) The Reporting Person has beneficial ownership, through certain indirect subsidiaries and affiliates of 30,111,320 shares of Class B Common Stock, which constitutes 21.9% of the Class B Common Stock outstanding, not including, in either such case, Class B Common Stock issuable upon the conversion of outstanding shares of Class C Preferred Stock. The Reporting Person has beneficial ownership, through certain indirect subsidiaries and affiliates, of 6,087,080 shares of Class C Preferred Stock, constituting 49.1% of the outstanding shares of such class. Each share of Class C Preferred Stock is currently convertible into six shares of Class B Common Stock. Assuming the conversion of all outstanding shares of Class C Preferred Stock into Class B Common Stock, the Reporting Person would own 66,633,800 shares of Class B Common Stock, constituting 31.5% of the Class B Common Stock outstanding on such basis. The following tables indicate the legal entities through which the Reporting Person derives its beneficial ownership of Class B Common Stock and Class C Common Stock: TABLE I SOLE VOTING AND DISPOSITIVE POWER
Holdings ----------------------------- Entity Class B Class C ------ Common Stock Preferred Stock ------------ --------------- Communications Capital Corp. (1) 29,237,671 -- TCI Turner Preferred, Inc. (1) 47,100 119,099 United Cable Turner Investment, Inc. (1) -- 5,820,452 TCI TKR of Southern Kentucky, Inc. (2) 372,711 -- ---------- --------- 29,657,482 5,939,551
- ------------------ (1) Wholly owned subsidiary of TCI. (2) TCI has an indirect majority (70%) interest in TCI TKR Limited Partnership, which is the sole stockholder of TCI TKR of Southern Kentucky, Inc. A minority (30%) interest in TCI TKR Limited Partnership is owned by SCI Cable Partners, of which a subsidiary of TCI and Knight Ridder Cablevision, Inc. each own 50%. Through its 50% interest in SCI Cable Partners, TCI holds a further 15% beneficial interest in TCI TKR Limited Partnership, for a total beneficial interest in TCI TKR Limited Partnership of 85%. TABLE II SHARED VOTING AND DISPOSITIVE POWER
Holdings ----------------------------- Entity Class B Class C ------ Common Stock Preferred Stock ------------ --------------- TKR Cable Company (3) 453,838 147,529
- ------------------ (3) 50% owned subsidiary of TCI. Page 7 of 14 pages The foregoing does not include 47,208 shares (less than 0.1%) of Class B Common Stock owned by Lenfest Communications, Inc. ("Lenfest"), a 50% owned subsidiary of a subsidiary of the Reporting Person, as to which the Reporting Person disclaims beneficial ownership. Pursuant to certain existing arrangements between Lenfest and the Reporting Person, the Reporting Person does not have any power to vote or dispose of, or to direct the voting or disposition of, any of the Class B Common Stock owned by Lenfest. None of the other persons referred to in Item 2 of this Report beneficially owns any shares of Class B Common Stock, except Peter R. Barton, who may be deemed to have beneficial ownership with respect to 300 shares (less than 0.001%) of Class B Common Stock held in trust for his children. (b) The Reporting Person has the SOLE power to vote or to direct the voting of 29,657,482 shares of the Class B Common Stock that it beneficially owns and has the SOLE power to dispose of, or to direct the disposition of 29,657,482 shares of the Class B Common Stock that it beneficially owns. The Reporting Person has SHARED power to vote or to direct the voting of 453,838 shares of the Company's Class B Common Stock and has SHARED power to dispose of or to direct the disposition of 453,838 shares of the Class B Common Stock that it beneficially owns. It also has (i) SOLE voting and investment power over up to 35,637,306 shares of Class B Common Stock and (ii) SHARED voting and investment power over up to 885,174 shares of Class B Common Stock which may hereafter be issued by the Company upon the conversion of the shares of Class C Preferred Stock beneficially owned by the Reporting Person, as indicated above. (c) Except as otherwise reported herein, neither the Reporting Person nor, to its knowledge, any other person referred to in Item 2 has effected any transaction in the Class B Common Stock during the past sixty (60) days. (d) There is no person that has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Class B Common Stock beneficially owned by the Reporting Person, except its wholly owned subsidiaries, and then only for the benefit of the Reporting Person. The Reporting Person also beneficially owns 225,000 shares of the Company's Class A Common Stock, par value $0.0625 per share (the "Class A Common Stock"), constituting less than 1% of the Class A Common Stock outstanding. Pursuant to the Articles of Incorporation of the Company, the shares of Class A Common Stock and Class B Common Stock vote together as a single class on all matters as to which such shares are entitled to vote (except as otherwise provided by law), with the holders of Class A Common Stock entitled to two votes per share and the holders of Class B Common Stock entitled to one-fifth of a vote per share. The Class A Common Stock is not convertible into Class B Common Stock. The following other persons referred to in Item 2 of this Report beneficially own the number of shares of Class A Common Stock indicated opposite their names (in each case constituting less than 0.01% of such class): Name Number of Shares - ---- ---------------- Peter R. Barton(1) 600 Bernard W. Schotters, II 1000 Fred A. Vierra 950 - ------------------- (1) Held in trust for Mr. Barton's children. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect --------------------------------------------------------------------- to Securities of Issuer ----------------------- The discussion contained in Item 4 hereof is hereby incorporated by reference. In addition to the agreements described in Item 4 hereof, certain of the Reporting Person's subsidiaries are parties to the agreements attached hereto as Exhibits D, E, F, G and H (collectively, the "Prior Agreements"), which concern the securities of the Company and which are incorporated herein by this reference. The Prior Agreements are described in Item 4 to the Schedule 13D, dated June 11, 1987 (the "Predecessor Schedule 13D"), as amended to date, of the Reporting Person's predecessor (Tele-Communications, Inc., Commission File No. 0-5550), and the Reporting Person hereby incorporates by reference the Page 8 of 14 pages descriptions of the Prior Agreements contained in Item 4 to the Predecessor Schedule 13D, as amended, to date (including Item 4 of Amendment No. 5 to the Predecessor Schedule 13D). Item 7. Material to be Filed as Exhibits -------------------------------- A. Agreement and Plan of Merger dated as of September 22, 1995, among Time Warner Inc., Time Warner Acquisition Group and Turner Broadcasting System, Inc. (incorporated by reference to Exhibit 2 to the Company's Current Report on Form 8-K dated October 5, 1995, Commission File No. 0-9334). B. LMC Agreement dated as of September 22, 1995, among Time Warner Inc., Liberty Media Corporation and certain subsidiaries of Liberty Media Corporation (incorporated by reference to Exhibit 99.3 to the Company's Current Report on Form 8-K dated October 5, 1995, Commission File No. 0-9334). C. Stock Purchase Agreement dated as of September 22, 1995, between Turner Broadcasting System, Inc. and LMC Southeast Sports, Inc. (incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K dated October 5, 1995, Commission File No. 0-9334). D. Investors Agreement dated June 3, 1987, among Turner Broadcasting System, Inc., TCI Turner Preferred, Inc., United Cable Turner Investment Inc., TKR Cable Company and the other parties named therein (collectively the "Investors") (incorporated by reference to Exhibit F of the Predecessor Schedule 13D (Commission File No. 0-5550)). E. Shareholders' Agreement dated June 3, 1987, among Turner Broadcasting System, Inc., R.E. Turner, III, and the Investors (the "Shareholders' Agreement") (incorporated by reference to Exhibit G of the Predecessor Schedule 13D (Commission File No. 0-5550)). F. Agreement dated as of June 3, 1987, among Time Incorporated, Time TBS Holdings, Inc., Tele-Communications, Inc., TCI Turner Preferred, Inc., United Artists Communications, Inc., and United Cable Television Corporation (incorporated by reference to Exhibit H of the Predecessor Schedule 13D (Commission File No. 0-5550)). G. Voting Agreement dated as of June 3, 1987, among TCI Turner Preferred, Inc., Time TBS Holdings, Inc., United Artists Communications, Inc., United Cable Television Corporation, Warner Cable Communications, Inc. and Continental Cablevision, Inc. (incorporated by reference to Exhibit I of the Predecessor Schedule 13D (Commission File No. 0-5550)). H. First Amendment dated as of April 15, 1988, to Shareholders' Agreement, (incorporated by reference to Exhibit (a) to Amendment No. 5 dated August 9, 1988, to the Predecessor Schedule 13D (Commission File No. 0-5550)). Page 9 of 14 pages SIGNATURE --------- After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information in this statement is true, complete and correct. Dated: October 18, 1995 TELE-COMMUNICATIONS, INC. By: /s/ Stephen M. Brett --------------------- Name: Stephen M. Brett Title: Executive Vice President Page 10 of 14 pages SCHEDULE 1 ---------- Directors, Executive Officers and Controlling Persons of Tele-Communications, Inc. ("TCI")
Principal Business or Organization in Principal Occupation and Which Such Employment Name Business Address Is Conducted - ---- ----------------------- -------------------- Bob Magness Chairman of the Board and Acquisition, development Director of TCI and operation of cable 5619 DTC Parkway television systems and cable Englewood, CO 80111 television programming John C. Malone President and Chief Executive Acquisition, development Officer and Director of TCI and operation of cable 5619 DTC Parkway television systems and cable Englewood, CO 80111 television programming Donne F. Fisher Executive Vice President, Acquisition, development Treasurer and Director of TCI and operation of cable 5619 DTC Parkway television systems and cable Englewood, CO 80111 television programming John W. Gallivan Director of TCI; Newspaper publishing Chairman of the Board of Kearns-Tribune Corporation 400 Tribune Building Salt Lake City, UT 84111 Anthony Lee Coelho Director of TCI; Investment Services President and CEO of Wertheim Schroder Investment Services, Inc. 787 7th Avenue, 5th Floor New York, NY 10019 Kim Magness Director of TCI; Ranching and horse Manages family business breeding interests; 1470 South Quebec Way #148 Denver, CO 80231
Page 11 of 14 pages
Principal Business or Organization in Principal Occupation and Which Such Employment Name Business Address Is Conducted - ---- ----------------------- -------------------- Robert A. Naify Director of TCI; Motion Picture President and C.E.O. of Industry Todd-AO Corporation; 172 Golden Gate Avenue San Francisco, CA 94102 Jerome H. Kern Director of TCI; Senior Law Partner in Baker & Botts, L.L.P. 885 Third Avenue, Suite 1900 New York, NY 10022 Gary K. Bracken Senior Vice President & Acquisition, development Controller of TCI Communications, Inc. and operation of cable 5619 DTC Parkway television systems and cable Englewood, CO 80111 television programming Stephen M. Brett Executive Vice President, Secretary Acquisition, development and General Counsel of TCI and operation of cable 5619 DTC Parkway television systems and cable Englewood, CO 80111 television programming Brendan R. Clouston Executive Vice President of TCI Acquisition, development 5619 DTC Parkway and operation of cable Englewood, CO 80111 television systems and cable television programming Barry Marshall Chief Operating Officer of Acquisition, development TCI Cable Management Corporation and operation of cable 5619 DTC Parkway television systems and cable Englewood, CO 80111 television programming Larry E. Romrell Executive Vice President of TCI Acquisition, development 5619 DTC Parkway and operation of cable Englewood, CO 80111 television systems and cable television programming
Page 12 of 14 pages
Principal Business or Organization in Principal Occupation and Which Such Employment Name Business Address Is Conducted - ---- ----------------------- -------------------- Bernard W. Senior Vice President & Treasurer Acquisition, development Schotters, II of TCI Communications, Inc. and operation of cable 5619 DTC Parkway television systems and cable Englewood, CO 80111 television programming J.C. Sparkman Executive Vice President of TCI Acquisition, development 5619 DTC Parkway and operation of cable Englewood, CO 80111 television systems and cable television programming Robert N. Thomson Senior Vice President, Government Acquisition, development Affairs, of TCI Communications, Inc. and operation of cable 5619 DTC Parkway television systems and cable Englewood, CO 80111 television programming Fred A. Vierra Executive Vice President of TCI Acquisition, development 5619 DTC Parkway and operation of cable Englewood, CO 80111 television systems and cable television programming Peter R. Barton Executive Vice President of TCI Acquisition, development 5619 DTC Parkway and operation of cable Englewood, CO 80111 television systems and cable television programming
Page 13 of 14 pages EXHIBIT INDEX A. Agreement and Plan of Merger, dated as of September 22, 1995, among Time Warner Inc., Time Warner Acquisition Group and Turner Broadcasting System, Inc. (incorporated by reference to Exhibit 2 to the Company's Current Report on Form 8-K, dated October 5, 1995, Commission File No. 0-9334). B. LMC Agreement, dated as of September 22, 1995, among Time Warner Inc., Liberty Media Corporation and certain subsidiaries of Liberty Media Corporation (incorporated by reference to Exhibit 99.3 to the Company's Current Report on Form 8-K, dated October 5, 1995, Commission File No. 0-9334). C. Stock Purchase Agreement, dated as of September 22, 1995, between Turner Broadcasting System, Inc. and LMC Southeast Sports, Inc. (incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K, dated October 5, 1995, Commission File No. 0-9334). D. Investors Agreement dated June 3, 1987, among Turner Broadcasting System, Inc., TCI Turner Preferred, Inc., United Cable Turner Investment Inc., TKR Cable Company and the other parties named therein (collectively the "Investors") (incorporated by reference to Exhibit F of the Predecessor Schedule 13D (Commission File No. 0-5550)). E. Shareholders' Agreement dated June 3, 1987, among Turner Broadcasting System, Inc., R.E. Turner, III, and the Investors (the "Shareholders' Agreement") (incorporated by reference to Exhibit G of the Predecessor Schedule 13D (Commission File No. 0-5550)). F. Agreement dated as of June 3, 1987, among Time Incorporated, Time TBS Holdings, Inc., Tele-Communications, Inc., TCI Turner Preferred, Inc., United Artists Communications, Inc., and United Cable Television Corporation (incorporated by reference to Exhibit H of the Predecessor Schedule 13D (Commission File No. 0-5550)). G. Voting Agreement dated as of June 3, 1987, among TCI Turner Preferred, Inc., Time TBS Holdings, Inc., United Artists Communications, Inc., United Cable Television Corporation, Warner Cable Communications, Inc. and Continental Cablevision, Inc. (incorporated by reference to Exhibit I of the Predecessor Schedule 13D (Commission File No. 0-5550)). H. First Amendment dated as of April 15, 1988, to Shareholders' Agreement, (incorporated by reference to Exhibit (a) to Amendment No. 5 dated August 9, 1988, to the Predecessor Schedule 13D (Commission File No. 0-5550)). Page 14 of 14 pages -----END PRIVACY-ENHANCED MESSAGE-----