-----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, Fnbyj8UgbWDjrSHeGkurW6YIjkdonn6p7VOvingeF/BnKCrI5ppGgJwolSQSUH9D OWR9FupzA6rWQWAZbdeTgQ== 0000736157-96-000031.txt : 19960812 0000736157-96-000031.hdr.sgml : 19960812 ACCESSION NUMBER: 0000736157-96-000031 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960809 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JTS CORP CENTRAL INDEX KEY: 0000941167 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46635 FILM NUMBER: 96606929 BUSINESS ADDRESS: STREET 1: 166 BAYPOINTE PAEKWAY CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4084681800 FORMER COMPANY: FORMER CONFORMED NAME: JT STORAGE INC DATE OF NAME CHANGE: 19960508 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 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 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _ )* JTS CORPORATION (Name of Issuer) Common Stock, Par Value $.001 Per share (Title of Class of Securities) 465940104 (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 /X/. (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 13 Pages SCHEDULE 13D CUSIP No. 465940104 Page 2 of 13 Pages 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* 00 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 8,600,000 (See Item 5) 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 8,600,000 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 8,600,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 8.4% 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. 465940104 Page 3 of 13 Pages 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* 00 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 8,600,000 (See Item 5) 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 8,600,000 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 8,600,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 8.4% 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. Page 4 of 13 Pages Item 1. Security and Issuer. This statement relates to the Common Stock, par value $.001 per share (the "JTS Common Stock") of JTS Corporation, a Delaware corporation ("JTS"), which has its principal executive offices at 166 Baypointe Parkway, San Jose, California 95134. Item 2. Identity and Background. This statement is being filed by Time Warner Inc., a Delaware corporation ("Time Warner") and Warner Communications Inc., a Delaware Corporation ("WCI") (collectively, the "Reporting Persons"), each having its principal office at 75 Rockefeller Plaza, New York, NY 10019. Time Warner is the world's leading media company, and has interests in three fundamental areas of business: Entertainment, consisting principally of interests in recorded music and music publishing, filmed entertainment, broadcasting, theme parks and cable television programming; News and Information, consisting principally of interests in magazine publishing, book publishing and direct marketing; and Telecommunications, consisting principally of interests in cable television systems. Substantially all of Time Warner's interests in filmed entertainment, broadcasting, theme parks and cable television programming are held through Time Warner Entertainment Company, L.P. ("TWE"), a Delaware limited partnership. Time Warner and wholly owned subsidiaries of Time Warner, including WCI, collectively own 74.49% of the pro rata priority capital and residual equity partnership interests in TWE. The Entertainment business is conducted through wholly or partially owned subsidiaries and through TWE; the News and Information business currently is conducted by Time Inc., a wholly owned subsidiary of Time Warner; and the Telecommunications business is managed by Time Warner Cable, a division of TWE and Time Warner Communications, a partnership wholly owned and controlled by TWE. WCI is a wholly owned subsidiary of Time Warner. WCI is a media and entertainment company with operations in recorded music and music publishing and interests in filmed entertainment, cable television and pay television programming. The name, business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of each director, executive officer and representative of the Reporting Persons are set forth in Annex A and B hereto and are incorporated herein by reference. The response to Item 2(a), (b) (c) and (f) incorporate Annexes A and B by reference thereto. Neither of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons listed in Annexes A and B has been convicted during the last five years in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such corporation or person was or is 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. On July 30, 1996, Atari Corporation ("Atari") was merged with and into 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. Prior to the Merger, the Reporting Persons held 8,600,000 shares of Atari common stock, par value $.01 per share (the "Atari Common Stock"). As a result of the Merger, each outstanding share of Atari Common Stock was converted into one share of JTS Common Stock. Item 4. Purpose of Transaction. The Reporting Persons acquired the JTS Common Stock as a result of the Merger and will hold the JTS Common Stock for investment purposes. Prior to the Merger, Time Warner had announced its intention to enhance its financial position through sales of non-core assets. The JTS Common Stock beneficially owned by Time Warner and WCI are among the non-core assets that may be sold in furtherance of Time Warner's announced policy. Accordingly, Time Warner and WCI may dispose of some or all of their holdings of JTS Common Stock from time to time in open market transactions or otherwise. Other than as described above, neither Time Warner or WCI has any current plans or proposals that relate to or would result in (i) the acquisition or disposition of securities of JTS; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving JTS or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of JTS or any of its subsidiaries; (iv) any change in the present board of directors or management of JTS, 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 JTS; (vi) any other material change in JTS' business or corporate structure; (vii) changes in JTS' charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of JTS by any person; (viii) causing a class of securities of JTS 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 JTS 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 above. Item 5. Interest in Securities of the Issuer. As set forth in Item 3, at the effective time of the Merger, WCI acquired 8,600,000 shares of JTS Common Stock. Time Warner, through WCI, is deemed to be a beneficial holder of such shares within the meaning of Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended. Based on information contained in the Joint Proxy Statement of JTS and Atari dated July 15, 1996, on July 30, 1996, the effective time of the Merger, 102,991,481 shares of JTS Common Stock were outstanding. As a result, the 8,600,000 shares owned by Time Warner and WCI constitute approximately 8.4% of the outstanding shares of JTS Common Stock. WCI has the sole power to vote and to dispose of the shares of JTS Common Stock registered in its name. Time Warner may be deemed to have shared power to direct the voting and the disposition of the JTS Common Stock beneficially owned by WCI. Except as otherwise described herein, neither Time Warner nor WCI 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 JTS Common Stock by Time Warner, WCI or any person listed in Annexes A or B hereto. Items (d) and (e) are not applicable. Item 6. Contracts, Arrangements, Understandings, or Relationships With Respect to the Securities of the Issuer. Not Applicable. Item 7. Material to Be Filed as Exhibits. Exhibit 1. Joint Filing Agreement. 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: /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 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 and WCI is 75 Rockefeller Plaza, New York, NY 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 and Chief Chairman and Executive Officer, Chief Executive Time Warner* Officer 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 and WCI is 75 Rockefeller Plaza, New York, NY 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 and WCI 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. 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 and WCI is 75 Rockefeller Plaza, New York, NY 10019. Exhibit 1 JOINT FILING AGREEMENT Time Warner Inc. and Warner Communications Inc., each hereby agrees, in accordance with Rule 13d-1(f)(1) under the Securities Exchange of 1934, as amended, that the Schedule 13D filed herewith, and any further amendments thereto, relating to the Common Stock, par value $.001 per share, of JTS Corporation, is and will be, filed jointly on behalf of each such person. Dated: August 9, 1996 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 -----END PRIVACY-ENHANCED MESSAGE-----