SC 13D/A 1 ATARI 13D AMENDMENT United States Securities and Exchange Commission Washington D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* ATARI CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 046515102 (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) March 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). SCHEDULE 13D CUSIP No. 046515102 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* Not Applicable 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 shares beneficially owned by each Reporting Person with 7 Sole voting power 8 Shared voting power 15,615,500 (See Item 5) 9 Sole dispositive power 10 Shared dispositive power 15,615,500 (See Item 5) 11 Aggregate amount beneficially owned by Reporting Person 15,615,500 12 Check box if the aggregate amount in Row (11) excludes certain shares* // 13 Percent of class represented by amount in Row (11) Approximately 24.5% 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. 046515102 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* Not Applicable 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 shares beneficially owned by each Reporting Person with 7 Sole voting power 8 Shared voting power 15,615,500 (See Item 5) 9 Sole dispositive power 10 Shared dispositive power 15,615,500 (See Item 5) 11 Aggregate amount beneficially owned by Reporting Person 15,615,500 12 Check box if the aggregate amount in Row (11) excludes certain shares* // 13 Percent of class represented by amount in Row (11) Approximately 24.5% 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. 5 TO SCHEDULE 13D Time Warner Inc., a Delaware corporation ("Time Warner") and its wholly owned subsidiary Warner Communications Inc., a Delaware corporation ("WCI") (collectively, the "Reporting Persons"), hereby amend and supplement the Amended and Restated Statement on Schedule 13D, relating to the Common Stock, $.01 par value per share (the "Common Stock") of Atari Corporation ("Atari"), dated March 28, 1994, as filed with the Securities and Exchange Commission on March 29, 1994 by the Reporting Persons and amended on April 20, 1994. As provided in the Amended and Restated Schedule 13D, as amended, and a Joint Filing Agreement filed as an Exhibit thereto (which Exhibit is incorporated herein by reference), the Reporting Persons have agreed, pursuant to Rule 13d-1(f) under the Securities Exchange Act of 1934, to file one statement with respect to their ownership of Common Stock of Atari. The Amended and Restated Schedule 13D, as amended, of the Reporting Persons is hereinafter referred to as the "Statement." Unless otherwise indicated, capitalized terms used but not defined herein have the meanings assigned to them in the Statement. Item 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended in its entirety to read as follows: "Time Warner has recently announced its intention to enhance its financial position through sales of non-core assets. The securities of Atari beneficially owned by Time Warner, WCI and Games are among the non-core assets that may be sold in furtherance of Time Warner's announced policy. Accordingly, Time Warner, WCI and Games expect to dispose of some or all of their holdings of Atari securities from time to time in open market transactions or otherwise. As described in Item 5, WCI has begun making sales. "Other than as described above or in Item 5 herein, neither Time Warner, WCI or Games has any current plans or proposals that relate to or would result in (i) the acquisition or disposition of securities of Atari; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Atari or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of Atari or any of its subsidiaries; (iv) any change in the present board of directors or management of Atari, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of Atari; (vi) any other material change in Atari's business or corporate structure; (vii) changes in Atari's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of Atari by any person; (viii) causing a class of securities of Atari to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) causing a class of equity securities of Atari to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x) any action similar to any of those enumerated in clauses (i) through (ix) of this sentence." Item 5. INTEREST IN SECURITIES OF THE ISSUER. The fourth, fifth and sixth paragraphs of Item 5 of the Statement are hereby amended in their entirety to read as follows: "Between February 17, 1995 and March 21 and 22, 1995, WCI sold an aggregate of 154,500 shares of Atari Common Stock on the open market as follows: Number of DATE SHARES SOLD Price 2/17/95 4,500 $ 3 1/2 3/21/95 58,000 $ 3 1/4 2,000 $ 3 5/16 3/22/95 70,600 $ 3 1/4 19,400 $ 3 5/16 ------ Total 154,500 "According to Atari, on December 31, 1994, there were outstanding on such date 63,648,535 shares of Atari Common Stock. The 15,615,500 shares of Atari Common Stock beneficially owned by Time Warner constitutes approximately 24.5% of the outstanding Atari Common Stock. The 15,545,500 and 70,000 shares of Atari Common Stock held by WCI and Games constitutes, respectively, 24.42% and 0.11% of the outstanding Atari Common Stock. "Time Warner and WCI have the sole power to vote and, subject to the restrictions described in Item 6 of the Statement, the sole power to dispose of the 15,615,500 shares of Atari Common Stock. Time Warner, WCI and Games have the sole power to vote, and subject to the restrictions as set forth in Item 6 of the Statement, the power to dispose of the 70,000 shares of Atari Common Stock acquired by Games pursuant to the Games Stock Purchase Agreement and owned beneficially by WCI and Time Warner. "Other than as described in Item 4 herein, neither Time Warner, WCI or Games is aware of any beneficial ownership of, or any transaction within 60 days before the filing of this Statement on Schedule 13D in, any shares of Atari Common Stock by Time Warner, WCI, Games or any person listed on Annex A or Annex B hereto." Items (d) and (e) are not applicable. 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. Date: March 23, 1995 TIME WARNER INC. By /s/Peter R. Haje Name: Peter R. Haje Title: Executive Vice President WARNER COMMUNICATIONS INC. By /s/Peter R. Haje Name: Peter R. Haje Title: Executive Vice President ANNEX A The following is a list of the directors and executive officers of Time Warner Inc. ("Time Warner"), setting forth the business address and present principal occupation or employment (and the name, principal business and address of any corporation or organization in which such employment is conducted) of each such person. To the best knowledge of Time Warner, each person is a citizen of the United States of America. Principal Occupation or NAME OFFICE EMPLOYMENT AND ADDRESS Merv Adelson Director Chairman, East-West Capital Associates 11111 Santa Monica Blvd. Los Angeles, CA 90025 (private investment company) Timothy A. Senior Vice Senior Vice President, Boggs President Time Warner* 800 Connecticut Ave., NW, Suite 800 Washington, DC 20006 Richard J. Senior Vice Senior Vice President Bressler President and Chief Financial and Chief Officer, Time Warner* Financial Officer Lawrence B. Director Partner, Buttenwieser Rosenman & Colin 575 Madison Avenue New York, NY 10022 (attorney) Edward S. Director Chairman, Finkelstein Finkelstein Associates Inc. 712 Fifth Avenue New York, NY 10019 (consulting) Beverly Sills Director Chairman-Lincoln Center Greenough for the Performing Arts 211 Central Park West New York, NY 10024 (entertainment) Peter R. Haje Executive Executive Vice President, Vice Secretary and General President, Counsel, Time Warner* Secretary and General Counsel Carla A. Hills Director Chairman and Chief Executive Officer Hills & Company 1200 19th Street, NW Washington, DC 20036 (international trade consultants) Tod R. Hullin Senior Vice Senior Vice President President Time Warner* David T. Kearns Director Fellow, Senior University Harvard University 100 First Stamford Place Stamford, CT 06904-2340 Gerald M. Levin Director, Chairman and Chief Chairman Executive Officer, and Chief Time Warner* Executive Officer Philip R. Senior Vice Senior Vice President, Lochner, Jr. President Time Warner* Henry Luce, III Director Chairman and Chief Executive Officer, The Henry Luce Foundation, Inc. 720 Fifth Avenue New York, NY 10019 (private foundation) Reuben Mark Director Chairman and Chief Executive Officer Colgate-Palmolive Company 300 Park Avenue New York, NY 10022 (consumer products) Michael A. Miles Director Former Chairman and Chief Executive Officer of Philip Morris Companies Inc., Director of Sears Roebuck & Co., Dean Witter and Discover & Co. J. Richard Director Chairman of the Munro Executive/Finance Committee and Advisor to the Company Time Warner* Richard D. Director Director and President, Parsons and Time Warner* President Former Chairman and Chief Executive Officer, The Dime Savings Bank of New York Donald S. Director Former Chairman and Perkins Director of Various Companies Jewel Companies Inc. Suite 2700 One First National Plaza Chicago, IL 60603 Raymond S. Director Financial Consultant and Troubh Director of Various Companies 10 Rockefeller Plaza New York, NY 10020 (financial consultant) Francis T. Director Vincent Enterprises Vincent, Jr. (private investor), and Director of Various Companies ____________________ *The business address of Time Warner is 75 Rockefeller Plaza, New York, NY 10019. ANNEX B The following is a list of the directors and executive officers of Warner Communications Inc. ("WCI"), setting forth the business address and present principal occupation or employment (and the name, principal business and address of any corporation or organization in which such employment is conducted) of each such person. To the best knowledge of WCI, each person is a citizen of the United States of America. Principal Occupation or NAME OFFICE EMPLOYMENT AND ADDRESS Richard J. Senior Vice Senior Vice President Bressler President Chief Financial Officer, and Chief Time Warner* Financial Officer Peter R. Haje Director and Executive Vice Executive President, Secretary Vice and General Counsel, President Time Warner* Tod R. Hullin Director and Senior Vice President, Senior Vice Time Warner* President Deane F. Office of Office of the President, Johnson the President Warner Communications Inc., 1271 Avenue of the Americas New York, New York 10020 Gerald M. Director, Chairman and Chief Levin Chairman Executive Officer, and Chief Time Warner* Executive Officer Philip R. Senior Vice Senior Vice President, Lochner, Jr. President Time Warner* Richard D. Director Director and President, Parsons and Office Time Warner* of the President _____________________ *The business address of Time Warner and WCI is 75 Rockefeller Plaza, New York, NY 10019.