Time Warner Companies Inc, et al. · SC 13D/A · Atari Corp · On 3/29/94

Filed On 3/29/94   ·   SEC File 5-37823   ·   Accession Number 736157-94-2

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     63K 
 2: EX-2        Exhibit 2 Stock Purchase Agmt Atari/Twi               11±    48K 
 3: EX-3        Exhibit 3 Stock Purchase Agmt Atari Corp/Games        10±    39K 
 4: EX-4        Exhibit 4 Registration Rights Ltr/Exb 4d               2     11K 

SC 13D/A   ·   Schedule 13d Amendment No. 3 Atari Corporation
Document Table of Contents

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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. 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         

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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.            

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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.            

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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

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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:  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

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             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                                                      

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                                                           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

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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
                                       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                                                              

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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

				Referenced-On Page
This SC 13D/A Filing		Date		First		Last			Other Filings
		6/29/92		4
		12/31/93		4					10-K/A, 10-K
		3/24/94		1		6
		3/28/94		5		7
Filed On / Filed As Of		3/29/94
		10/1/94		4
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