Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Schedule 13D Amendment No. 3 Atari Corporation 9 57K
2: EX-2 Exhibit 2 Stock Purchase Agmt Atari/Twi 11± 42K
3: EX-3 Exhibit 3 Stock Purchase Agmt Atari Corp/Games 10± 34K
4: EX-4 Exhibit 4 Registration Rights Ltr/Exb 4D 2 10K
SC 13D/A — Schedule 13D Amendment No. 3 Atari Corporation
Document Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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, New York 10019
(212) 484-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notice
and Communications)
March 24, 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 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.
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
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*
WC
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 7 SOLE VOTING POWER
SHARES 1,500,000
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 14,270,000 (See Item 5)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,500,000
10 SHARED DISPOSITIVE POWER
14,270,000 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
15,770,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 26.8%
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.
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 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 14,720,000 (See Item 5)
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 10 SHARED DISPOSITIVE POWER
14,270,000 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
14,270,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 24.3%
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.
The Schedule 13D of Time Warner Inc., a Delaware corporation
("Time Warner") and Warner Communications Inc., a Delaware corporation
("WCI") (collectively, the "Reporting Persons"), relating to the Common
Stock of Atari Corporation is hereby amended and restated in its
entirely as set forth below. Pursuant to Rule 13D-1(f) under the
Securities Exchange Act of 1934, the Reporting Persons have agreed to
file one statement with respect to their ownership of Common Stock of
the Issuer. The joint Schedule 13D of the Reporting Persons, as
amended and restated, is hereinafter referred to as the "Statement".
Item 1. Security and Issuer.
The Statement relates to the Common Stock, $.01 par value
("Atari Common Stock"), of Atari Corporation ("Atari"), a Nevada
corporation, whose principal executive offices are located at 1196
Borregas Avenue, Sunnyvale, California 94086.
Item 2. Identity and Background.
This Statement is being filed by Time Warner Inc. ("Time
Warner"), a Delaware corporation, having its principal executive
offices at 75 Rockefeller Plaza, New York, New York 10019 and Warner
Communications Inc. ("WCI"), a Delaware corporation, having its
principal office at 75 Rockefeller Plaza, New York, New York 10019.
WCI is a direct wholly owned subsidiary of Time Warner.
Time Warner is the largest media and entertainment company
in the world. Its businesses are carried on in three principal groups:
Publishing, Music and Entertainment. The Publishing group consists
principally of the publication and distribution of magazines and books;
the Music group consists principally of the production and distribution
of recorded music and the ownership and administration of music
copyrights; and the Entertainment group consists principally of the
production and distribution of motion pictures and television
programming, the distribution of video cassettes, the ownership and
operation of retail stores and theme parks, the production and
distribution of pay television and cable programming, and the operation
of cable television systems. These businesses are conducted throughout
the world through numerous wholly owned, and in certain cases less than
wholly owned, subsidiaries and affiliates. Time Warner Entertainment
Company, L.P. ("TWE"), a limited partnership conducts substantially all
of the Entertainment businesses of Time Warner. Subsidiaries of Time
Warner are the general partners of TWE (the "TW Partners") and
collectively own a 63.27% pro rata priority capital and residual equity
interest in TWE, a subsidiary of US WEST holds 25.51%, and subsidiaries
of ITOCHU Corporation and Toshiba Corporation hold the remainder.
The business of WCI (other than its interest in TWE) primarily
consists of substantially all of the vertically-integrated
worldwide recorded music and music publishing business of Time Warner
under the umbrella name Warner Music Group.
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 and executive officer of Time Warner and
WCI is set forth in Annexes A and B hereto and is incorporated herein
by reference.
None of the Reporting Persons nor, to the best knowledge of
the Reporting Persons, any of the persons listed in Annexes A or 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.
Each of the persons listed in Annexes A and B hereto is a
United States citizen.
Item 3. Source and Amount or Funds or Other Consideration.
In July 1984, Atari acquired from WCI and certain
associated entities of WCI (collectively sometimes referred to
hereinafter as "WCI"), certain assets comprising the home computer and
home video game business of WCI, and assumed certain related
obligations and liabilities.
Between July 1984 and June 30, 1986, WCI advanced or
otherwise funded to Atari approximately $24.7 million that, to WCI's
knowledge, was used to satisfy certain liabilities assumed in the 1984
asset acquisition.
The consideration given by Atari in the 1984 asset
acquisition was subject to adjustment based upon Atari's and WCI's
subsequent evaluation of the assets acquired and the related
obligations and liabilities. In August 1986, Atari and WCI completed
that evaluation and, pursuant to a Memorandum of Agreement dated as of
August 29, 1986 (the "1986 Agreement"), agreed that, in consideration
for: the net assets Atari acquired in the 1984 transaction; accrued
interest on the purchase obligation at 17%; and the repayment of WCI's
$24.7 million advanced to Atari, including accrued interest thereon at
10.5%, Atari would issue to WCI 7,100,000 shares of Atari Common Stock,
and would pay to WCI approximately $36.1 million, upon consummation of
a public offering of Atari Common Stock (the "Public Offering"). In
addition, all other securities held by WCI, on the one hand, and Atari,
on the other hand, were canceled in connection with this transaction.
The Atari Public Offering was consummated on November 17,
1986, and WCI thereupon beneficially acquired 7,100,000 shares of Atari
Common Stock and received approximately $36.1 million.
On June 19, 1987, a 2-for-1 split of Atari Common Stock was
effected in the form of a 100% common stock dividend distributed to all
Atari shareholders.
On October 17, 1988 and October 18, 1988, the associated
entities of WCI (comprised of AIL Holdings Limited, AIL Ireland
Limited, Atari International Hong Kong Ltd. ("AIHK"), WEA Musik Neue
Medien and Elektronik GmbH ("WEA Musik") and Atari Holdings, Inc.,
formerly known as Atari, Inc.) declared a dividend to WCI of 14,200,000
shares of Atari Common Stock, which shares were to be transferred as
soon as practicable. Thereafter, on December 13, 1988, WCI contributed
the 14,200,000 shares of Common Stock of Atari held by it to Warner
Communications Investors, Inc., a Delaware corporation and wholly owned
subsidiary ("Investors").
Subsequently said shares held by Investors were contributed
to TW Investment Corp., a Delaware corporation and a wholly-owned
indirect subsidiary of WCI. As a result of the merger of TW Investment
Corp. with and into WCI on June 29, 1992, the 14,200,000 shares of
Atari Common Stock are now held by WCI.
On March 24, 1994 Time Warner and Atari entered into a
Stock Purchase Agreement (the "Stock Purchase Agreement") pursuant to
which Time Warner or a wholly-owned subsidiary of Time Warner will
acquire 1,500,000 shares of Atari Common Stock at $8.50 per share for
an aggregate of $12,750,000, subject to certain conditions. Under the
Stock Purchase Agreement, Atari has agreed to issue Time Warner up to
an additional 150,000 shares of Atari Common Stock upon the occurrence
of certain events. In addition, the Stock Purchase Agreement grants
Time Warner an option to purchase up to 1,500,000 shares of Atari
Common Stock upon the occurrence of certain events prior to October 1,
1994. The consideration for all the purchases will be from working
capital of Time Warner or in the event the shares are acquired by a
wholly-owned subsidiary, from the working capital of such subsidiary.
Concurrently with the execution and delivery of the Stock
Purchase Agreement, Atari and Atari Games Corporation, a Delaware
corporation and majority-owned indirect subsidiary of Time Warner
("Games") entered into a Stock Purchase Agreement (the "Games Stock
Purchase Agreement") pursuant to which Games will acquire 70,000 shares
of Atari Common Stock in exchange for the forgiveness of certain
royalty obligations owed by Atari to Games pursuant to certain software
license agreements.
Concurrently with the execution of Stock Purchase Agreement
and the Games Stock Purchase Agreement, Atari Games and Atari
Corporation settled certain pending patent, copyright and antitrust
litigation with Nintendo of America Inc.
The Stock Purchase Agreement and the Games Stock Purchase
Agreement are hereinafter referred to as the "Transactions".
Item 4. Purpose of Transaction.
Upon the consummation of the Transactions, Time Warner will
beneficially hold an aggregate of 15,770,000 shares of Atari Common
Stock. 14,200,000 of the shares beneficially held by Time Warner are
held in the name of WCI. Games will hold 70,000 shares and Time Warner
or a wholly-owned subsidiary will have direct ownership of 1,500,000
shares. All of such shares are to be held for the purpose of
investment.
Time Warner, WCI and Games intend to review and evaluate
their investment in Atari from time to time. On the basis of such
review and evaluation, Time Warner, WCI and Games may acquire
additional Atari securities from time to time in market transactions or
otherwise or may dispose of some or all of their holdings of Atari
securities from time to time in market transactions or otherwise.
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 (except as provided in the Stock
Purchase Agreement as described in Items 3 and 6 herein); (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.
On October 17, 1988, each of AIHK, AIL Ireland Limited, AIL
Holdings Limited and WEA Musik approved the transfer of the 14,200,000
shares of Atari Common Stock to Atari Holdings, Inc. On October 18,
1988, Atari Holdings, Inc. declared a dividend of the 14,200,000 shares
of Atari Common Stock to its parent WCI.
On December 13, 1988, WCI contributed the 14,200,000 shares
of Atari Common Stock held by it to Investors, a Delaware corporation
and wholly owned subsidiary of WCI. The subsequent transfer of
ownership of the shares of Atari Common Stock is fully set forth in
Item 3 herein.
On July 24, 1989, pursuant to a tender offer, Time Warner
acquired a majority of the outstanding stock of WCI. On January 10,
1990, a wholly owned subsidiary of Time Warner merged with and into
WCI, which thereby become a wholly owned subsidiary of Time Warner. As
a result Time Warner is deemed to have shared power to direct the
voting and the disposition of the 14,200,000 shares of Atari Common
Stock held by WCI.
According to Atari, at December 31, 1993, there were
outstanding on such date 57,214,587 shares of Atari Common Stock. Upon
the issuance of 1,500,000 and 70,000 shares of Atari Common Stock to
Time Warner and Games, respectively, there will be approximately
58,784,587 shares of Atari Common Stock outstanding. The 15,770,000
shares of Atari Common Stock beneficially owned by Time Warner will
constitute approximately 26.8% of the outstanding Atari Common Stock.
The 14,200,000 and 70,000 shares of Atari Common Stock held by WCI and
Games will constitute, respectively, 24.1% and 0.12% of the outstanding
Atari Common Stock.
Time Warner or a wholly-owned subsidiary will have the sole
power to vote and subject to the restrictions as set forth in Item 6
hereto, the sole power to dispose of the 1,500,000 shares of Atari
Common Stock to be acquired pursuant to the Stock Purchase Agreement.
Time Warner and WCI have the sole power to vote and, subject to the
restrictions described in Item 6, the sole power to dispose of the
14,200,000 shares of Atari Common Stock registered in the name of WCI
and owned beneficially by Time Warner. Time Warner, WCI and Games have
the sole power to vote and subject to the restrictions as set forth in
Item 6 hereto, the power to dispose of the 70,000 shares of Atari
Common Stock to be acquired by Games pursuant to the Games Stock
Purchase Agreement and owned beneficially by WCI and Time Warner.
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.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
In connection with the 1984 asset acquisition, Atari (then
known as Tramel Technology, Ltd.), Atari, Inc. (then a subsidiary of
WCI) and Jack Tramiel, Chairman of the Board and Chief Executive
Officer of Atari, entered into an Agreement dated July 1, 1984, which
agreement, as modified by the Memorandum of Agreement dated as of
August 29, 1986 (hereinafter referred to as the "Securityholders
Agreement"). Pursuant to the Securityholders Agreement, WCI, Atari,
Inc. and/or their transferees were granted certain rights and are
subject to certain obligations with respect to the securities of Atari.
Pursuant to a Letter Agreement dated March 24, 1994 (the "Letter
Agreement"), Time Warner, Games and Atari agreed that the shares of
Atari Common Stock to be acquired by Time Warner and Games shall have
the same registration rights afforded to WCI under the Securityholders
Agreement (referred to in the Letter Agreement as the "Tramel
Agreement"). Furthermore, Atari shall have the same obligations to
Time Warner and Games as Atari has to WCI under the Securityholders
Agreement.
The principal terms of the Securityholders Agreement as it
relates to registration rights of the shares of Atari Common Stock held
by Time Warner, WCI or Games (hereinafter referred to as the "Parties")
are set forth below. The following discussion is qualified in its
entirety by reference to the Securityholders Agreement and the 1986
Memorandum of Agreement previously filed as Exhibits to the original
Schedule 13D.
At their own expense, the Parties may from time to time
request Atari to register under the Securities Act of 1933 the proposed
sale by it of the 15,770,000 shares of Atari Common Stock pursuant to
an underwritten public offering subject to the following conditions:
(i) requests for registration shall not be made more
frequently than once every twelve months; and
(ii) no more than five such requests in the aggregate shall
be made;
(iii) no such request shall be made without the
consent of Atari unless the shares of Atari Common Stock to which it
applies represents either 5% or more of the total outstanding voting
power of Atari or all of the shares of Atari Common Stock beneficially
owned by the Parties (and all persons who may have acquired shares of
Atari Common Stock from the Parties).
The Parties are also entitled to include the shares of
Atari Common Stock beneficially owned in any registration statement
filed by Atari subsequent to the Public Offering, unless such
registration statement is (a) a registration of any employee stock
ownership, stock option, stock purchase or other employee incentive
plan or arrangement adopted in the ordinary course of business, or (b)
a registration of securities to be issued in exchange for securities or
assets of, or in connection with a merger or consolidation with,
another corporation. All costs and expenses incurred in connection
with such registration statements (except underwriting commissions and
discounts and fees and disbursements of any separate counsel and any
other expenses directly attributable to such shares) shall be borne by
Atari.
Pursuant to the terms of the Transactions, consummation of
the acquisition of the shares of Atari Common Stock is subject to the
expiration of the waiting period under the Hart Scott Rodino Antitrust
Notification Act, including any extension thereof and the approval from
the American Stock Exchange for the listing of the 1,570,000 shares of
Atari Common Stock to be issued pursuant to these agreements.
Except as described in this Item 6, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) on
the part of Time Warner, WCI or Games, or the best of their knowledge,
on the part of their respective officers or directors or between such
persons and any persons with respect to the securities of Atari.
Item 7. Materials to be filed as Exhibits.
Exhibit 1. Agreement between Time Warner Inc. and Warner
Communications Inc. with respect to joint filing of the
Restated Statement on Schedule 13D.
Exhibit 2. Stock Purchase Agreement as of March 24, 1994 between
Atari Corporation and Time Warner Inc.
Exhibit 3. Stock Purchase Agreement as of March 24, 1994 between
Atari Corporation and Atari Games Corporation
Exhibit 4. Registration Rights Letter Agreement dated
March 24, 1994 among Time Warner Inc., Atari Games
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 28, 1994 TIME WARNER INC.
By /s/ Peter R. Haje
Name: Peter R. Haje
Title: Executive Vice Preside
WARNER COMMUNICATIONS INC.
By /s/ Peter R. Haje
Name: Peter R. Haje
Title: Executive Vice President
EXHIBIT INDEX
Exhibit No. Description Page No.
Exhibit 1. Agreement between Time Warner Inc. and Warner *
Communications Inc. with respect to joint filing of the
Restated Statement on Schedule 13D.
Exhibit 2. Stock Purchase Agreement as of March 24, 1994 between *
Atari Corporation and Time Warner Inc.
Exhibit 3. Stock Purchase Agreement as of March 24, 1994 between *
Atari Corporation and Atari Games Corporation
Exhibit 4. Registration Rights Letter Agreement dated *
March 24, 1994 among Time Warner Inc., Atari Games
Corporation and Atari Corporation.
*Incorporated by Reference
EXHIBIT 1
JOINT FILING AGREEMENT
Time Warner Inc. and Warner Communications Inc. each hereby
agrees in accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, that the Restated Statement on Schedule 13D
filed herewith and any amendments thereto relating to the acquisition
of shares of Common Stock, par value $0.01 per share of Atari
Corporation, is filed jointly on behalf of each such person.
Dated: March 28, 1994 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
1111 Santa Monica Blvd.
Los Angeles, CA 90025
(private investment company)
Timothy A. Boggs Senior Vice Senior Vice President
President Time Warner*
800 Connecticut Avenue, NW
Suite 800
Washington, DC 20006
Lawrence B. Director Partner,
Buttenwieser Rosenman & Colin
575 Madison Avenue
New York, NY 10022
(attorney)
Hugh F. Director Partner,
Culverhouse Culverhouse, Botts & Story
1408 North West Shore Blvd.
Tampa, FL 33607
(attorney)
Edward S. Director Chairman,
Finkelstein Finkelstein
Associates Inc.
712 Fifth Avenue
New York, NY 10019
(consulting)
Beverly Sills Director Chairman-Elect, Lincoln
Greenough Center for the Performing Arts
211 Central Park West
New York, NY 10024
(entertainment)
David R. Haas Senior Vice Senior Vice President
President and and Controller, Time Warner*
Controller
Peter R. Haje Executive Vice Executive Vice President,
President, Secretary and General Counsel,
Secretary and Time Warner*
General Counsel
Carla A. Hills Director Chairman and Chief Executive
Officer, Hills & Company
1200 Nineteenth Street, NW
Washington, D.C. 20036
(international trade
consultants)
Geoffrey W. Holmes Senior Vice Senior Vice President,
President Time Warner*
Tod R. Hullin Senior Vice Senior Vice President,
President Time Warner*
David T. Kearns Director Senior University Fellow,
Harvard University,
Graduate School of Education
Appian Way
Gutman Library
Cambridge, MA 02138
Gerald M. Levin Director, Chairman, Chief Executive
Chairman, Officer and President,
Chief Executive Time Warner*
Officer and
President
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
J. Richard Munro Director Chairman of the Executive
Committee, Time Warner*
Richard D. Parsons Director Chairman and Chief Executive
Officer,
Dime Savings Bank
589 Fifth Avenue
New York, NY 10017
(banking)
Donald S. Perkins Director Former Chairman,
Jewel Companies Inc.
Suite 2700
One First National Plaza
Chicago, IL 60603
(retailing)
Raymond S. Troubh Director Financial Consultant and
Director of Various Companies,
10 Rockefeller Plaza
New York, NY 10020
(financial consultant)
Bert W. Wasserman Executive Executive Vice President
Vice and Chief Financial Officer,
President Time Warner*
and Chief
Financial Officer
Francis T. Director Former Commissioner of
Vincent, Jr. Major League Baseball,
Culbro Corporation
387 Park Avenue South
New York, NY 10016
* The business address of Time Warner is 75 Rockefeller Plaza, New York,
New York 10019
ANNEX B
Directors and Executive Officers of
Warner Communications Inc.
Name Office Principal Occupation or
Employment and Address
David R. Haas Senior Vice Senior Vice President and
President Controller, Time Warner*
Peter R. Haje Director and Executive Vice President,
Executive Vice Secretary and General Counsel,
President Time Warner*
Geoffrey W. Holmes Director Senior Vice President,
Time Warner*
Tod R. Hullin Director Senior Vice President,
Time Warner*
Deane F. Johnson Office of the Office of the President,
President Warner Communications Inc.,
1271 Avenue of the Americas
New York, NY 10020
Gerald M. Levin Director, Chairman, President and Chief
President and Executive Officer,
Chief Executive Time Warner*
Officer
Bert W. Wasserman Director and Executive Vice President and
Executive Vice Chief Financial Officer,
President Time Warner*
* The business address of Time Warner is 75 Rockefeller Plaza, New York
New York 10019
Dates Referenced Herein and Documents Incorporated by Reference
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