General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 6± 25K
2: EX-99 Exhibit 1 - Investors' Agreement 12± 43K
3: EX-99 Exhibit 2 - Investors' Agreement 6± 24K
4: EX-99 Exhibit 3 - Registration Rights Agreement 18± 67K
5: EX-99 Exhibit 4 - Stockholders' Agreement 33± 132K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TIME WARNER INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
887315109
(CUSIP Number)
R.E. Turner
c/o Turner Broadcasting System, Inc.
One CNN Center
Atlanta, GA 30303
(404) 827-1700
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
with a copy to:
Thomas C. Janson, Jr., Esq.
Skadden, Arps, Slate, Meagher & Flom
300 S. Grand Avenue
Los Angeles, California 90071
(213) 687-5221
October 10, 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: ( )
Check the following box if a fee is being paid with this
Statement: ( )
CUSIP No. 887315109
Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
R.E. Turner; 253-56-8877
(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)
Not applicable. ( )
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
: (7) SOLE VOTING POWER
:
: 56,269,723
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 1,568,234
:
:
: (9) SOLE DISPOSITIVE
:
: 56,269,723
:
:(10) SHARED DISPOSITIVE
:
: 1,568,234
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,862,957
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.4%
(14) TYPE OF REPORTING PERSON*
IN
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock (the
"Common Stock"), par value $.01 per share, of Time Warner Inc., a
Delaware corporation (the "Company").
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed on behalf of the individual
listed below:
(a) R.E. Turner
(b) Mr. Turner's business address is c/o Turner
Broadcasting System, Inc., One CNN Center, Atlanta, Georgia 30303.
(c) Mr. Turner is Vice Chairman of the Company and
Chief Executive Officer of the Company's Video Division.
(d) During the last five years, Mr. Turner has not
been convicted in a criminal proceeding, excluding traffic
violations or similar misdemeanors.
(e) During the last five years, Mr. Turner has not
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction the result of which
is that he 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.
(f) Mr. Turner is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On October 10, 1996, as a result of the merger (the
"Merger") of TW Acquisition Corp. into Turner Broadcasting
System, Inc. ("TBS"), TBS became a wholly owned subsidiary of the
Company. In the Merger, each outstanding share of Class A Common
Stock, par value $0.625 per share, of TBS ("Class A Common
Stock") and each outstanding share of Class B Common Stock, par
value $0.625 per share, of TBS (together with the Class A Common
Stock, "TBS Common Stock"), held by Mr. Turner was converted into
0.75 of a share of Common Stock, representing an aggregate of
57,862,957 shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
At the effective time of the Merger, which occurred on
October 10, 1996, each share of TBS Common Stock beneficially
owned by Mr. Turner as of such date was converted into 0.75 of a
share of Common Stock. Mr. Turner has acquired the securities of
the Company for investment purposes only.
The Company, Mr. Turner, Turner Outdoor, Inc., a
corporation that is wholly owned by Mr. Turner ("Turner
Outdoor"), and Turner Partners, L.P., a limited partnership of
which Mr. Turner is the sole general partner ("Turner Partners")
have entered into an Investors' Agreement (No. 1), dated as of
October 10, 1996 ("Investors' Agreement (No. 1)"). Pursuant to
Investors' Agreement (No. 1), the Company has agreed to use
reasonable efforts to cause to be elected to the Company's Board
of Directors two persons designated by Mr. Turner who are
Eligible Persons. "Eligible Person" means Mr. Turner and any
other individual (a) who is reasonably acceptable to the
Company's Board of Directors, (b) whose election to the Company's
Board of Directors would not, in the opinion of counsel for the
Company, violate, conflict with, or result in any material
limitation on the ownership or operation of any business or
assets of the Company or any of its subsidiaries under, any
statute, law, ordinance, regulation, rule, judgment, decree or
order of any governmental entity and (c) who has agreed in
writing to comply with certain covenants set forth in Investors'
Agreement (No. 1) and to resign as a director of the Company if
requested to do so upon a reduction in the number of designees to
the Company's Board of Directors to which Mr Turner is entitled,
as set forth in Investors' Agreement (No. 1). Investor's
Agreement (No. 1) is filed as an exhibit to this Schedule 13D and
is incorporated herein by reference.
Mr. Turner was elected to the Company's Board of
Directors on October 10, 1996. Pursuant to Investors' Agreement
(No. 1), Mr. Turner is entitled to designate another person for
election to the Company's Board of Directors.
The Company, Mr. Turner, Turner Outdoor and Turner
Partners have entered into a Registration Rights Agreement, dated
as of October 10, 1996 (the "Registration Rights Agreement"),
pursuant to which the Company has granted to Mr. Turner, Turner
Outdoor and Turner Partners and certain associated holders of
Common Stock rights to require the registration under the
Securities Act of 1933, as amended, of resales of certain shares
of Common Stock held by them. The Registration Rights Agreement
is filed as an exhibit to this Schedule 13D and is incorporated
herein by reference.
TCI Turner Preferred, Inc. ("TCITP"), Liberty
Broadcasting, Inc. ("Liberty"), Communication Capital Corp.
("CCC" and, together with TCITP and Liberty, the "TCITP
Stockholders"), Mr. Turner, Turner Outdoor and Turner Partners
(collectively, the "Turner Stockholders") have entered into a
Stockholders' Agreement, dated October 10, 1996 (the "Right of
First Refusal Agreement"), pursuant to which the TCITP
Stockholders, on the one hand, and the Turner Stockholders, on
the other hand, have granted first to the other group and then to
the Company a right of first refusal with respect to dispositions
of voting securities of the Company beneficially owned by them,
subject, in the case of purchases by the TCITP Stockholders, to
the Agreement Containing Consent Order (including the related
Interim Agreement) dated August 14, 1996 among the Time Warner
Companies Inc., a wholly owned subsidiary of the Company, TBS,
Tele-Communications, Inc. and Liberty Media Corporation. The
Right of First Refusal Agreement is filed as an exhibit to this
Schedule 13D and is incorporated herein by reference.
Subject to the terms of Investors' Agreement (No. 1)
and the Right of First Refusal Agreement, Mr. Turner reserves the
right to sell or otherwise dispose of some or all of the shares
of Common Stock beneficially owned by him in the open market, in
privately negotiated transactions, through derivative
transactions or otherwise, or to acquire additional shares of
Common Stock, in the open market, in privately negotiated
transactions or otherwise, in each case, depending upon market
conditions and other factors.
Mr. Turner currently expects to enter into one or more
transactions that may result in the transfer, either currently or
in the future, of beneficial ownership of approximately 5 million
shares of Common Stock.
Except as set forth herein, and other than in his
capacity as an officer or director of the Company or TBS or
pursuant to the exercise of outstanding options to purchase
shares of Common Stock, Mr. Turner has no present plans or
proposals that relate to or would result in any actions or events
required to be described in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Turner beneficially owns 57,862,957 shares of
Common Stock, which represent approximately 11.4% of the shares
of Common Stock outstanding immediately following consummation of
the Merger. This number of shares beneficially owned by Mr.
Turner does not include 3,750,000 shares of Common Stock owned by
the Turner Foundation, Inc. (the "Turner Foundation"), of which
Mr. Turner is a director, as to which shares Mr. Turner disclaims
beneficial ownership, and 375,000 shares of Common Stock owned by
Jane Fonda, Mr. Turner's wife, as to which shares Mr. Turner
disclaims beneficial ownership.
(b) Mr. Turner has sole power to vote or to direct the
vote of 56,269,723 shares of Common Stock, the sole power to
dispose or direct the disposition of 56,269,723 shares of Common
Stock, the shared power to vote or to direct the vote of
1,568,234 shares of Common Stock and the shared power to dispose
or to direct the disposition of 1,568,234 shares of Common Stock.
The numbers set forth in the preceding sentence do not include
3,750,000 shares of Common Stock owned by the Turner Foundation,
as to which shares Mr. Turner disclaims beneficial ownership, and
375,000 shares of Common Stock owned by Jane Fonda, Mr. Turner's
wife, as to which shares Mr. Turner disclaims beneficial
ownership.
(c) At the effective time of the Merger, which
occurred on October 10, 1996, each share of TBS Common Stock
beneficially owned by Mr. Turner as of such date was converted
into 0.75 of a share of Common Stock.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER.
In connection with the consummation of the Merger, (a)
the Company, Mr. Turner, Turner Outdoor and Turner Partners
entered into Investors' Agreement (No. 1), (b) the Company, the
Turner Foundation and the R.E. Turner Charitable Remainder
Unitrust No. 2, of which Mr. Turner is a trustee and a
beneficiary, have entered into Investors' Agreement (No. 2),
dated as of October 10, 1996 ("Investors' Agreement (No. 2"),
(c) the Company, Mr. Turner, Turner Outdoor and Turner Partners
entered into the Registration Rights Agreement, and (d) TCITP,
Liberty, CCC, Mr. Turner, Turner Outdoor and Turner Partners
entered into the Right of First Refusal Agreement. Investors'
Agreement (No. 1), Investors' Agreement (No. 2), the Registration
Rights Agreement and the Right of First Refusal Agreement are
filed as exhibits to this Schedule 13D and are incorporated
herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Investors' Agreement (No. 1), dated as of October 10,
1996, among the Company, Mr. Turner, Turner Outdoor,
Inc. and Turner Partners, L.P.
Exhibit 2 Investors' Agreement (No. 2), dated as of October 10,
1996, among the Company, the Turner Foundation, Inc.
and the Robert E. Turner Charitable Remainder Unitrust
No. 2.
Exhibit 3 Registration Rights Agreement, dated as of October 10,
1996, among the Company, Mr. Turner, Turner Outdoor,
Inc. and Turner Partners, L.P.
Exhibit 4 Stockholders Agreement, dated October 10, 1994, by and
among TCI Turner Preferred, Inc., Liberty Broadcasting,
Communication Capital Corp, Mr. Turner, Turner Outdoor,
Inc. and Turner Partners, L.P.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that this statement is true,
complete and correct.
By: /s/ R. E. Turner
__________________________
R.E. Turner
Dated: October 10, 1996
Dates Referenced Herein and Documents Incorporated by Reference
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