-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, TQ+oHQB/0KsrIG2WKov6hlxQTh7p+UYH19YsJT3FyIgqUchguCrgfO4VCOGi/Ucr G4+h9YrAlGx7O/tY2WVtIA== 0000950144-94-000277.txt : 19940208 0000950144-94-000277.hdr.sgml : 19940208 ACCESSION NUMBER: 0000950144-94-000277 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940128 ITEM INFORMATION: 2 ITEM INFORMATION: 7 FILED AS OF DATE: 19940207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TURNER BROADCASTING SYSTEM INC CENTRAL INDEX KEY: 0000100240 STANDARD INDUSTRIAL CLASSIFICATION: 4833 IRS NUMBER: 580950695 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 34 SEC FILE NUMBER: 001-08911 FILM NUMBER: 94504789 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: P O 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 8-K 1 TURNER BROADCASTING SYSTEM 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 28, 1994 TURNER BROADCASTING SYSTEM, INC. (Exact name of registrant as specified in its charter) Georgia 0-9334 58-0950695 - ---------------------------- ----------- ------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) One CNN Center, Atlanta, Georgia 30303 (Address of principal executive offices)(Zip Code) Registrant's telephone number, including area code (404) 827-1700 Not Applicable (Former name or former address, if changed since last report) 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On January 28, 1994, Turner Broadcasting System, Inc., a Georgia corporation ("TBS"), acquired all of the issued and outstanding shares of common stock of New Line Cinema Corporation, a Delaware corporation ("New Line"). Pursuant to an Agreement and Plan of Merger dated as of October 15, 1993 (the "Merger Agreement"), among TBS, NL Acquisition Co., a Delaware corporation and wholly owned subsidiary of TBS ("NL Acquisition"), and New Line, NL Acquisition has been merged (the "Merger") with and into New Line. As a result of the Merger, New Line has become, and will continue its operations as, a wholly owned subsidiary of TBS. Upon the effectiveness of the Merger, (i) each share of Common Stock, par value $0.01 per share, of New Line (the "New Line Common Stock") issued and outstanding immediately prior to the Merger, was converted into the right to receive 0.96386 of a share (the "Exchange Ratio") of Class B Common Stock, par value $0.0625 per share, of TBS ("TBS Class B Common Stock") and (ii) each outstanding option, warrant and convertible security of New Line became exchangeable for or convertible into shares of TBS Class B Common Stock. Stockholders of New Line will receive cash in lieu of any fractional shares in accordance with the terms of the Merger Agreement. The Exchange Ratio was the product of negotiation between the parties and reflected the respective management's views as to the appropriate relative valuation levels for the two companies in light of a number of factors. The principal factors considered (without relative weights being assigned to such factors) were the recent trading prices of the common stock of the two companies, particularly the trading prices prior to the announcement on August 5, 1993 that New Line and TBS were in discussions regarding a potential business combination, the degree of volatility of the common stock of the two companies, and the trading prices and multiples for other motion picture production companies, entertainment companies and programming suppliers. 2 3 Up to 21,312,174 shares of TBS Class B Common Stock are issuable upon exchange for the issued and outstanding shares of New Line Common Stock and upon the conversion of outstanding options, warrants and convertible securities of New Line. In connection with the Merger, New Line has signed five-year employment agreements with New Line Chairman Robert Shaye and New Line President Michael Lynne. The discussion of the Merger Agreement is qualified in its entirety by reference to the provisions thereof, which document is Exhibit 2.1 hereto and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. 2.1 Agreement and Plan of Merger, dated as of October 15, 1993, by and among TBS, NL Acquisition and New Line (filed as Exhibit 2.1 to TBS's Current Report on Form 8-K dated October 22, 1993, and incorporated herein by reference). 99.1 Audited New Line Cinema Corporation consolidated balance sheets as of December 31, 1992 and 1991, and the related consolidated statements of operations, stockholders' equity and cash flows for the three years ended December 31, 1992 (filed as Exhibit 99(a) to TBS's Form 8-K/A filed February 3, 1994, and incorporated herein by reference). 99.2 Unaudited New Line Cinema Corporation condensed consolidated balance sheet as of September 30, 1993 and the condensed consolidated statements of operations and cash flows for the nine months ended September 30, 1993 and 1992 (filed as Exhibit 99(b) to TBS's Form 8-K/A filed February 3, 1994, and incorporated herein by reference). 99.3 TBS Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 1993 and Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 30, 1992 and the nine months ended September 30, 1993 (filed as Exhibit 99.3 to TBS's Current Report on Form 8-K dated December 28, 1993, and incorporated herein by reference). 3 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 7, 1994 TURNER BROADCASTING SYSTEM, INC. /s/ William S. Ghegan Name: William S. Ghegan Title: Vice President and Controller 4 5 Exhibit Index Exhibit Page 2.1 Agreement and Plan of Merger, dated as of October 15, 1993, by and among TBS, NL Acquisition and New Line (filed as Exhibit 2.1 to TBS's Current Report on Form 8-K dated October 22, 1993, and incorporated herein by reference). 99.1 Audited New Line Cinema Corporation consolidated balance sheets as of December 31, 1992 and 1991, and the related consolidated statements of operations, stockholders' equity and cash flows for the three years ended December 31, 1992 (filed as Exhibit 99(a) to TBS's Form 8-K/A filed February 3, 1994, and incorporated herein by reference). 99.2 Unaudited New Line Cinema Corporation condensed consolidated balance sheet as of September 30, 1993 and the condensed consolidated statements of operations and cash flows for the nine months ended September 30, 1993 and 1992 (filed as Exhibit 99(b) to TBS's Form 8-K/A filed February 3, 1994, and incorporated herein by reference). 99.3 TBS Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 1993 and Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 30, 1992 and the nine months ended September 30, 1993 (filed as Exhibit 99.3 to TBS's Current Report on Form 8-K dated December 28, 1993, and incorporated herein by reference). 5 -----END PRIVACY-ENHANCED MESSAGE-----