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Time Warner Companies Inc, et al. – ‘SC 13D/A’ on 4/20/94 re: Atari Corp

As of:  Wednesday, 4/20/94   ·   Accession #:  736157-94-7   ·   File #:  5-37823

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer

 4/20/94  Time Warner Companies Inc         SC 13D/A               1:19K  Atari Corp
          Time Warner Inc
          Warner Communications Inc.

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Atari 13D Amendment                                   10     42K 


Document Table of Contents

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11st Page   -   Filing Submission
4Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* 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) April 19, 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. 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).
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SCHEDULE 13D CUSIP No. 046515102 Page 2 of 8 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* 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 8 SHARED VOTING POWER BENEFICIALLY 15,770,000 (See Item 5) OWNED BY 9 SOLE DISPOSITIVE POWER EACH 10 SHARED DISPOSITIVE POWER REPORTING 15,770,000 (See Item 5) PERSON WITH 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.
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SCHEDULE 13D CUSIP No. 046515102 Page 3 of 8 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* 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 SHARES 7 SOLE VOTING POWER BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 15,770,000 (See Item 5) EACH 9 SOLE DISPOSITIVE POWER REPORTING 10 SHARED DISPOSITIVE POWER PERSON 15,770,000 (See Item 5) WITH 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.
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Amendment No. 4 to Schedule 13D Time Warner Inc., a Delaware corporation ("Time Warner") and Warner Communications Inc. ("WCI") (collectively, the "Reporting Persons"), hereby amend and supplement the amended and restated Statement on Schedule 13D relating to the Common Stock, $.01 par value per share (the "Common Stock") of Atari Corporation ("Atari"), as filed with the Securities and Exchange Commission on March 29, 1994 by Time Warner and WCI. As provided in the amended and restated Schedule 13D dated March 28, 1994 filed by the Reporting Persons and a Joint Filing Agreement of the same date filed as an Exhibit (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 the Issuer, and the amended and restated Schedule 13D of the Reporting Persons is hereinafter referred to as the "Statement". Unless otherwise indicated, each capitalized term used but not defined herein has the meaning assigned to such term in the Statement. Item 3. Source and Amount of Funds or Other Consideration Item 3 of the Statement is hereby amended and supplemented by adding the following: "On April 4, 1994, Time Warner and WCI entered into an Assignment and Assumption Agreement ("Assignment Agreement") pursuant to which Time Warner assigned all of its rights and obligations under the Stock Purchase Agreement and the related Letter Agreement to WCI and WCI agreed to assume all such obligations." Item 5. Interest in Securities of the Issuer. The fourth, fifth and sixth paragraphs of Item 5 of the Statement are hereby amended in their entirety to read as follows: "According to Atari, on March 24, 1994, there were outstanding on such date 57,223,862 shares of Atari Common Stock. Upon the issuance of 1,500,000 and 70,000 shares of Atari Common Stock to WCI and Games, respectively on April 19, 1994, there were approximately 58,793,862 shares of Atari Common Stock outstanding. The 15,770,000 shares of Atari Common Stock beneficially owned by Time Warner constitutes approximately 26.8% of the outstanding Atari Common Stock. The 15,770,000 and 70,000 shares of Atari Common Stock held by WCI and Games constitutes, respectively, 26.7% and 0.12% of the outstanding Atari Common Stock. 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 15,700,000 shares of Atari Common Stock, including the 1,500,000 shares of Atari Common Stock acquired pursuant to the Stock Purchase Agreement 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 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 except as set forth herein." Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of the Statement is hereby amended and supplemented by adding the following sentence at the end of the first paragraph thereof: "As more fully described in Item 3 herein, Atari acknowledged the Assignment by Time Warner of the registration rights described above to WCI." Item 7. Materials to be filed as Exhibits. Exhibit 5. Assignment and Assumption Agreement dated April 4, 1994 between Time Warner Inc. and Warner Communications Inc.
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EXHIBIT INDEX Exhibit No. Description Page No. Exhibit 5. Assignment and Assumption * Agreement dated April 4, 1994 between Time Warner Inc. and Warner Communications Inc. *Incorporated by Reference
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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: April 19, 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
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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 Boggs 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, Greenough Lincoln 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 Controller Warner* Peter R. Haje Executive Vice Executive Vice President, President, Secretary and General Secretary and Counsel, Time Warner* General Counsel Carla A. Hills Director Chairman and Chief Executive Officer, Hills & Company 1200 Nineteenth Street, NW Washington, DC 20036 (international trade consultants) Geoffrey W. Senior Vice Senior Vice President, Holmes President Time Warner* Tod R. Hullin Senior Vice Senior Vice President President Time Warner* David T. Director Senior University Fellow, Kearns Harvard University 100 First Stamford Place Suite 402 Stamford, CT 06904-2340 Gerald M. Director, Chairman, Chief Levin Chairman, Executive Officer and Chief President, Time Warner* Executive Officer and President Philip R. Senior Vice Senior Vice President, Lochner, Jr. President Time Warner* Henry Director Chairman and Chief Luce, III 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 Director Chairman of the Munro Executive Committee, Time Warner* Richard D. Director Chairman and Chief Parsons Executive Officer, Dime Savings Bank 589 Fifth Avenue New York, NY 10017 (banking) Donald S. Director Former Chairman, Perkins Jewel Companies Inc. Suite 2700 One First National Plaza Chicago, IL 60603 (retailing) Raymond S. Director Financial Consultant and Troubh Director of Various Companies 10 Rockefeller Plaza New York, NY 10020 (financial consultant) Bert W. Executive Vice Executive Vice President Wasserman President and and Chief Financial Chief Officer, Time Warner* 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, NY 10019.
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ANNEX B Directors and Executive Officers of Warner Communications Inc. Principal Occupation or Name Office 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 President Counsel, Time Warner* Geoffrey W. Director Senior Vice President, Holmes Time Warner* Tod R. Hullin Director Senior Vice President, Time Warner* Deane F. Office of the Office of the President, Johnson President Warner Communications Inc., 1271 Avenue of the Americas New York, NY 10020 Gerald M. Director, Chairman, President and Levin President and Chief Executive Officer, Chief Executive Time Warner* Officer Bert W. Director and Executive Vice President Wasserman Executive Vice and Chief Financial President Officer, Time Warner* * The business address of Time Warner is 75 Rockefeller Plaza, New York, NY 10019.
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EXHIBIT 5 THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is entered into this 4th day of April, 1994 between Time Warner Inc. ("Assignor") and Warner Communications Inc. ("Assignee"). WHEREAS, Assignor entered into a Stock Purchase Agreement with Atari Corporation ("Atari Corp.") dated as of March 24, 1994 (the "Stock Purchase Agreement"), pursuant to which Assignor agreed to purchase, subject to certain conditions, 1,500,000 shares of common stock of Atari Corp. and subject to certain conditions, has the right to acquire additional shares of Atari Corp. common stock; WHEREAS, Assignor has the right under the Stock Purchase Agreement to assign its rights and obligations thereunder to one of its wholly-owned subsidiaries; WHEREAS, Assignee is a wholly-owned subsidiary of Assignor; WHEREAS, Assignor desires to assign all of its rights and obligations under the Stock Purchase Agreement to Assignee and Assignee has agreed to assume of such rights and obligations of Assignor; NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto hereby agree as follows: 1. Assignment. Effective the date hereof, (the "Effective Date"), Assignor hereby assigns to Assignee without recourse and without representation or warranty, all of Assignor's rights, title and interest arising under the Stock Purchase Agreement and the related Letter Agreement dated March 24, 1994 by and between Assignor, Atari Corp. and Atari Games Corporation respecting Registration Rights (the "Letter Agreement"). 2. Assumption. Effective the Effective Date, the Assignee hereby assumes from Assignor, all of Assignor's obligations arising under the Stock Purchase Agreement and the Letter Agreement. On the Effective Date, the Assignee shall be deemed the "Purchaser" for all purposes of the Stock Purchase Agreement and all references to "Time Warner" in the Letter Agreement shall be deemed to refer to Assignee. The address of Assignee for notice purposes shall be: Warner Communications Inc. 75 Rockefeller Plaza New York, NY 10019 Attention: General Counsel With a copy to: Time Warner Inc. 75 Rockefeller Plaza New York, NY 10019 Attention: General Counsel Facsimile: (212) 397-0657 3. THIS ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW. 4. No term or provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing, signed by all parties hereto. 5. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, taken together, shall constitute one and the same Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Assignment and Assumption Agreement as of the date first above written. WARNER COMMUNICATIONS INC. By /s/Thomas W. McEnerney Name: Thomas W. McEnerney Title: Vice President TIME WARNER INC. By /s/Peter R. Haje Name: Peter R. Haje Title: Executive Vice President Acknowledged: ATARI CORPORATION By /s/Adron Beene Name: Adron Beene Title: Vice President
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April 20, 1994 Securities and Exchange Commission Judiciary Plaza 450 Fifth St., NW Washington, DC 20549 Re: Amendment No. 4 to Schedule 13D Re: Atari Corporation Gentlemen: On behalf of Time Warner Inc., a Delaware corporation ("Time Warner") and Warner Communications Inc., a Delaware corporation and wholly owned subsidiary of Time Warner, the following Amendment No. 4 to Schedule 13D (the "Statement") amending the filing pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the "Act") and Regulation 13D-G thereunder. The Statement relates to shares of Common Stock, par value $.01 per share, of Atari Corporation, a Nevada corporation ("Atari"). By copy of this letter, manually signed copies of the Statement will be sent to Atari at its principal executive office by express mail and to the American Stock Exchange. Very truly yours, Joan T. Pincus Administrative Attorney cc: Atari Corporation American Stock Exchange

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