-----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, BA2njDY6B+x4ZbCBwnFhD48yqv1YOCCnwOzFwYu/T3Zcj0b1tIskwNvWRyGlkMKo hG6IfvI32d7iC9GNZraKJQ== 0000950123-94-000175.txt : 19940121 0000950123-94-000175.hdr.sgml : 19940121 ACCESSION NUMBER: 0000950123-94-000175 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940119 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TIME WARNER INC CENTRAL INDEX KEY: 0000736157 STANDARD INDUSTRIAL CLASSIFICATION: 2721 IRS NUMBER: 131388520 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 34 SEC FILE NUMBER: 005-19351 FILM NUMBER: 94501939 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEAGRAM CO LTD CENTRAL INDEX KEY: 0000088188 STANDARD INDUSTRIAL CLASSIFICATION: 2080 STATE OF INCORPORATION: CA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1430 PEEL ST STREET 2: H3A 1S9 CITY: MONTREAL QUEBEC CANA STATE: A8 BUSINESS PHONE: 5148495271 MAIL ADDRESS: STREET 1: C/O JOSEPH E SEAGRAM & SONS INC STREET 2: 375 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10152 SC 13D/A 1 SCHEDULE 13D AMEND NO. 5 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Time Warner Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $1.00 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 887315 10 9 ----------------------------- (CUSIP Number) Stephen E. Banner Joseph E. Seagram & Sons, Inc. 375 Park Avenue, New York, New York 10152 (212) 572-7000 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 18, 1994 ----------------------------- (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 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 6 PAGES 2 SCHEDULE 13D
CUSIP NO. 887315 10 9 PAGE 2 of 6 PAGES ----------------------- --------- ----------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THE SEAGRAM COMPANY LTD. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC; 00 (see item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada 7 SOLE VOTING POWER NUMBER OF SHARES 44,234,049 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 44,234,049 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,234,049 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7 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 3 Page 3 of 6 Pages Items 3 and 5 of the Statement on Schedule 13D, as amended (the "Schedule 13D"), filed pursuant to Rule 13d-1 of the Rules and Regulations under the Securities Exchange Act of 1934, as amended, by The Seagram Company Ltd., a Canadian corporation ("Seagram"), relating to the Common Stock, par value $1.00 per share (the "Shares"), of Time Warner Inc., a Delaware corporation (the "Company"), are hereby amended by adding to such items the information set forth below: Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- Since the last purchase of Shares reported in the Schedule 13D, Seagram purchased an additional 5,144,060 Shares for aggregate consideration of approximately $207,213,322, including commissions. Seagram obtained the funds for these transactions from its general corporate funds. As reported in the Schedule 13D, Joseph E. Seagram & Sons, Inc., an Indiana corporation and an indirect wholly owned subsidiary of Seagram ("JES"), intends to issue short-term promissory notes, the proceeds of which will be obtained for the purpose of adding to the general corporate funds available to Seagram in connection with holding the Shares reported as beneficially owned by Seagram in Item 5 hereof and for the purchase of additional Shares as described in the Schedule 13D. Since the date of the filing of Amendment No. 4 to the Statement on Schedule 13D, the outstanding amount of 4 Page 4 of 6 Pages short-term promissory notes issued by JES has increased by an aggregate principal amount of $153,020,000. Item 5. Interest in Securities of the Issuer. ------------------------------------- (a) As of January 19, 1994, Seagram beneficially owned an aggregate of 44,234,049 Shares, constituting approximately 11.7% of the total number of Shares stated to be outstanding as of October 31, 1993 in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1993. All of such Shares were acquired by Seagram Inc., a Delaware corporation and an indirect wholly owned subsidiary of Seagram ("Seagram Inc."), and all of such Shares are currently held by Seagram Inc. (b) The table set forth on Schedule A contains certain information with respect to all transactions in the Shares effected by Seagram since the last purchase of Shares reported in the Schedule 13D. 5 Page 5 of 6 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. DATED: January 19, 1994 THE SEAGRAM COMPANY LTD. By:/s/ Stephen E. Banner ------------------------- Stephen E. Banner Senior Executive Vice President 6 Page 6 of 6 Pages SCHEDULE A ---------- Since the last purchase of Shares reported in the Schedule 13D, Seagram purchased Shares in open market transactions as described below. A majority of the purchases were made in the over-the-counter market, and the remainder were made on the New York Stock Exchange.
Per Share Purchase Number of Price (excluding Date Shares Acquired brokerage commissions)* ---- --------------- ---------------------- 12/31/93 61,500 $44.375 1/03/94 381,200 $44.125 1/04/94 55,000 $41.50 1/04/94 20,000 $43.75 1/05/94 677,600 $41.50 1/06/94 258,285 $40.00 1/07/94 672,975 $40.00 1/11/94 450,000 $40.125 1/12/94 751,300 $39.75 1/13/94 342,000 $39.25 1/18/94 163,800 $39.00 1/18/94 423,400 $39.125 1/19/94 887,000 $39.00
- ---------------------------------- *Rounded to the nearest one-eighth of one dollar. -----END PRIVACY-ENHANCED MESSAGE-----