-----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, LJE8sWAsgMFjZ6sjn+KXgmUNXfMwtwkitpJ5lvVsn+EF18oXc8lTA3ArRTV5eqbc 6Z/nSZhMAqHjBhx3sOtrHg== 0000950144-96-000510.txt : 19960216 0000950144-96-000510.hdr.sgml : 19960216 ACCESSION NUMBER: 0000950144-96-000510 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960214 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32143 FILM NUMBER: 96520194 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: TURNER R E CENTRAL INDEX KEY: 0000900674 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O TURNER BROADCASTING SYSTEM INC STREET 2: ONE CNN CENTER P.O. BOX 105366 CITY: ATLANTA STATE: GA ZIP: 30348-5366 BUSINESS PHONE: 4048271700 MAIL ADDRESS: STREET 1: C/O TURNER BROADCASTING SYSTEM INC STREET 2: ONE CNN CENTER PO BOX 150366 CITY: ATLANTA STATE: GA ZIP: 30348-5366 SC 13G/A 1 TURNER BROADCASTING SYSTEMS, INC. SCHEDULE 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* TURNER BROADCASTING SYSTEM, INC. ------------------------------------------- (Name of Issuer) Class A Common Stock, $.0625 par value ------------------------------------------- (Title of Class of Securities) 900262 40 3 ------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement / /. (A fee is not required only if the filing 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). *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 the disclosures provided in a prior cover page. The information required in 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 5 Pages 2 Page 2 of 5 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON R. E. Turner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 5 SOLE VOTING POWER 57,730,053 (See Note 2) NUMBER OF SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 0 REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 57,730,053 (See Note 2) 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 57,730,053 (direct beneficial ownership) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Approximately 84.5% 12 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT! 3 Page 3 of 5 Pages Item 1(a). Name of Issuer: Turner Broadcasting System, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: One CNN Center Atlanta, Georgia 30303 Item 2(a). Name of Person Filing: R. E. Turner Item 2(b). Address of Principal Business Office or, If None, Residence: One CNN Center Atlanta, Georgia 30303 Item 2(c). Citizenship: U.S. Item 2(d). Title of Class of Securities: Class A Common Stock, $.0625 par value Item 2(e). CUSIP Number: 900262 40 3 Item 3. Not Applicable Item 4. Ownership: (a) Amount Beneficially Owned: 57,730,053 shares (1)(2) (b) Percent of Class: 84.5% (c) Number of shares as to which such person has: (i) Sole Power to vote or direct the vote 57,730,053 shares (1)(2) (ii) Shared power to vote or direct the vote: 0 shares (iii) Sole power to dispose or to direct the disposition of: 57,730,053 shares (1)(2) (iv) Shared power to dispose or to direct the disposition of: 0 (1) Includes 559,962 shares owned by Turner Outdoor, Inc., an affiliated corporation which is wholly owned by Mr. Turner. Does not include shares held in trust by an independent trustee for the benefit of the minor children of Mr. Turner, as to which Mr. Turner disclaims beneficial ownership. (2) Mr. Turner is a party to a Shareholders' Agreement dated June 3, 1987, as amended as of April 15, 1988 (the "Shareholders' Agreement"), which provides for certain voting and disposition arrangements with respect to the respective equity interests in the Issuer of Mr. Turner and the other parties thereto which are owners or affiliates of owners of cable television systems (collectively, the "Cable Operators").
4 Page 4 of 5 Pages By virtue of the Shareholders' Agreement, Mr. Turner and some or all of the other parties thereto may be deemed to constitute a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) for purposes of determining beneficial ownership of shares of Class A Common Stock. Except as otherwise acknowledged in this footnote, Mr. Turner disclaims beneficial ownership of the shares of Class A Common Stock owned by any other person in any such "group." The Shareholders' Agreement provides that Mr. Turner will not make a disposition of securities of the Issuer that would result in Mr. Turner owning less than 51% of the voting power of the outstanding Issuer securities, other than a sale of all of the Issuer securities owned by Mr. Turner to an unaffiliated party or to the Cable Operators pursuant to an exercise of the right of first refusal set forth therein. The foregoing description of the Shareholders' Agreement is qualified by reference to the complete text of the Shareholders' Agreement which was filed as Exhibit 10.33 to the Issuer's Form 10-K for the fiscal year ended December 31, 1987, and the amendment thereto which was filed as Exhibit 10.2 to the Issuer's Form 10-Q for the fiscal quarter ended June 30, 1988. In connection with the execution by the Issuer of an Amended and Restated Agreement and Plan of Merger, dated as of September 22, 1995, among Time Warner Inc., the Issuer, TW Inc., TW Acquisition Corp. and Time Warner Acquisition Corp. (the "Merger Agreement"), Mr. Turner and Turner Outdoor, Inc. (collectively, the "Turner Shareholders") have entered into a Shareholders' Agreement (the "Support Agreement") with Time Warner Inc. Pursuant to the Support Agreement, the Turner Shareholders have agreed to vote all of their shares of Issuer stock in favor of the merger and the other transactions contemplated by the Merger Agreement. The Support Agreement also provides that if the Merger Agreement is terminated by the Issuer in accordance with its terms because the Issuer's Board of Directors shall have concurrently approved, and the Issuer shall have concurrently entered into, a definitive agreement providing for a Takeover Proposal (as defined in the Merger Agreement), each Turner Shareholder must pay to Time Warner Inc. an amount in cash equal to all "profit" (as defined in the Support Agreement) of such Turner Shareholder from the consummation of any Takeover Proposal that is consummated within 18 months of such termination or with respect to which a definitive agreement is executed within 18 months of such termination. The foregoing description of the Support Agreement is qualified by reference to the complete text of the Support Agreement which was filed as Exhibit 99.1 to the Issuer's Form 8-K dated September 22, 1995. Item 5 Not Applicable Item 6 Not Applicable Item 7 Not Applicable Item 8 Not Applicable Item 9 Not Applicable Item 10 Not Applicable 5 Page 5 of 5 Pages 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. R.E. TURNER /s/ R. E. Turner ------------------ Dated: February 14, 1996 -----END PRIVACY-ENHANCED MESSAGE-----