-----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, Eg2TxJ7le6vL/86nNKaM/LikJpMrXeDWJPJNrKAgkPUCczBdIp1jL4wBhdY7C+KV 0j9jZed9jpRb224BMyE0lA== 0000736157-96-000030.txt : 19960812 0000736157-96-000030.hdr.sgml : 19960812 ACCESSION NUMBER: 0000736157-96-000030 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960809 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ATARI CORP CENTRAL INDEX KEY: 0000802019 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 770034553 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37823 FILM NUMBER: 96606927 BUSINESS ADDRESS: STREET 1: 455 SOUTH MATHILDA SVE CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4083280900 MAIL ADDRESS: STREET 1: 455 SOUTH MATHILDA AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TIME WARNER INC CENTRAL INDEX KEY: 0000736157 STANDARD INDUSTRIAL CLASSIFICATION: PHONOGRAPH RECORDS & PRERECORDED AUDIO TAPES & DISKS [3652] 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. 7)* 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) July 30, 1996 (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 11 SCHEDULE 13D CUSIP No. 046515102 Page 2 of 11 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 0 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 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 Page 3 of 11 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 0 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 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. 7 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, as amended, 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, March 23, 1995 and October 24, 1995. 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 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended to incorporate the following as the last paragraph thereof: "On July 30, 1996, Atari was merged with and into JTS Corporation, a Delaware Corporation ("JTS") pursuant to an Amended and Restated Agreement and Plan of Reorganization dated as of April 8, 1996 (the "Merger"). As a result of the Merger, the separate existence of Atari ceased and JTS remained as the surviving corporation with all of the rights, privileges, powers, franchises, properties, assets, liabilities and obligations of Atari vested in JTS. As a result of the Merger, each share of Atari Common Stock outstanding at the time of the Merger was converted into one share of JTS Common Stock, par value $.001 per share (the "JTS Common Stock")." Item 4. Purpose of Transaction. Item 4 is hereby amended to incorporate the following as the last paragraph thereof: "As a result of the Merger described in Item 3, Time Warner and WCI no longer own shares of Atari Common Stock." Item 5. Interest in Securities of the Issuer. The fifth, sixth and seventh paragraphs of Item 5 of the Statement are hereby amended in their entirety to read as follows: "On March 29, 1996, 70,000 shares of Atari Common Stock with a value of $3.142857142 per share were transferred along with the other assets of Atari Games Corporation ("Atari Games") in connection with WCI's sale of all of the issued and outstanding capital stock of Atari Games to Williams Interactive, Inc. As a result of the Merger described in Item 3, as of the close of business on July 30, 1996, Time Warner and WCI ceased to have beneficial ownership of any class of securities of Atari. Neither Time Warner or WCI is aware of any beneficial ownership of, or any transaction within 60 days before the filing of this Statement on Schedule 13D, as amended, in any shares of Atari Common Stock by Time Warner, WCI or any person listed on Annex A or Annex B hereto." Item (d) is not applicable. SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: August 9, 1996 TIME WARNER INC. By: ____________________________ Name: Peter R. Haje Title: Executive Vice President WARNER COMMUNICATIONS INC. By: ____________________________ 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 and Chief Financial Chief Financial Officer, Time Warner* Officer Lawrence B. Director Partner, Buttenwieser Rosenman & Colin 575 Madison Avenue New York, NY 10022 (attorney) Beverly Sills Director Chairman-Lincoln Center Greenough for the Performing Arts 211 Central Park West New York, NY 10024 (entertainment) ______________ * The business address of Time Warner is 75 Rockefeller Plaza, New York, New York 10019. Principal Occupation or Name Office Employment and Address Peter R. Haje Executive Vice Executive Vice President, President, Secretary Secretary and and General Counsel, General Counsel Time Warner* 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 Former Chairman of Xerox 100 First Stamford Place Stamford, CT 06904-2340 Gerald M. Levin Director, Chairman Chairman and and Chief Chief Executive Officer, Executive Officer, Time Warner * Philip R. Senior Vice Senior Vice President, Lochner, Jr. President Time Warner* 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. ______________ * The business address of Time Warner is 75 Rockefeller Plaza, New York, New York 10019. Principal Occupation or Name Office Employment and Address 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 President Time Warner* Former Chairman and Chief Executive Officer, The Dime Savings Bank of New York Donald S. Director Director of Various Perkins Companies 21 South Clark St. Suite 2530 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, New York 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. Director and Senior Vice President Bressler Senior Vice and Chief Financial President and Officer, Time Warner* Chief Financial Officer Peter R. Haje Director and Executive Vice Executive Vice President, Secretary President and General Counsel, Time Warner* Tod R. Hullin Director and Senior Vice President, Senior Vice Time Warner* President Gerald M. Director, Chairman and Chief Levin Chairman and Chief Executive Officer, Executive Officer Time Warner* Philip R. Senior Vice Senior Vice President, Lochner Jr. President Time Warner* Richard D. Director Director and President, Parsons and Office of Time Warner* the President ______________ * The business address of Time Warner is 75 Rockefeller Plaza, New York, New York 10019. -----END PRIVACY-ENHANCED MESSAGE-----