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EXHIBIT 99.4
TIME WARNER
NEWS RELEASE
FOR IMMEDIATE RELEASE
TIME WARNER INC. AND TURNER BROADCASTING SYSTEM, INC.
AGREE TO MERGE, CREATING THE WORLD'S FOREMOST MEDIA COMPANY
- COMPANY WILL HAVE UNMATCHED COMBINATION
OF NEWS, ENTERTAINMENT AND INFORMATION
RESOURCES AND DISTRIBUTION SYSTEMS
- R.E. TURNER TO BE NAMED VICE CHAIRMAN AND TO JOIN
TIME WARNER BOARD
NEW YORK AND ATLANTA, GA., SEPT. 22, 1995 -- The boards of directors of Time
Warner Inc. and Turner Broadcasting System, Inc. (TBS) have approved plans to
merge their respective companies, forming a global media organization with the
world's foremost combination of news, entertainment, information resources and
distribution systems. The announcement was made today by Time Warner Chairman
and CEO Gerald M. Levin and TBS Chairman and President R.E. Turner at a press
conference in New York.
"This is a remarkable fit with concrete opportunities for growth that start
right from the beginning. This growth potential will provide substantial
opportunity for our shareholders, employees and customers. We share a common
vision of the future, and we will pursue that future through a shared strategy;
creating and capitalizing on brands; pursuing international expansion; and
leveraging technological advances. The complementary nature of the two
organizations will allow us to maximize the value of our assets and
distribution systems and position us as the leading media company in an
increasingly competitive global marketplace," said Levin. "Ted is clearly one
of the most brilliant entrepreneurs of our time. I am pleased he has chosen
Time Warner as the right home for his great enterprise. We enthusiastically
welcome Ted and his team to our family."
"After carefully considering many options, it became clear that a strategic
partnership with Jerry Levin and Time Warner was the best way to ensure the
continued growth and expansion of Turner Broadcasting," said Turner. "Our new
enterprise will have unsurpassed capability to create and
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TIME WARNER/TBS MERGER, PAGE 2--
deliver the highest quality news, information and entertainment to every corner
of the globe. We share a common vision for the future and working together we
will make that vision a reality."
John Malone, president and CEO of TCI, said, "We've been partners with both TBS
and Time Warner for years. We know both companies very well and that's why we
were so enthusiastic about playing a role to make this deal happen. I have the
highest respect for Jerry and Ted and the Levin/Turner team is a terrific
combination. The new constellation of assets create a world class company.
While our position is passive, we look forward with high confidence about our
continuing investment in this great company."
Ted Turner added, "John has been by my side as a friend, guide and partner for
many years. We once again appreciate his advice and confidence."
The combined company showcases some of the world's best known brands including
Time, People and Sports Illustrated magazines, CNN, Warner Bros., TNT and HBO
as well as some of the most widely distributed global products including the
music of Warner Music Group distributed to hundreds of millions of people
worldwide and CNN International seen by viewers in 210 countries and
territories. The merger joins the world's most popular cartoon libraries--
Warner Bros. Looney Tunes and Hanna-Barbera Cartoons. It also reunites the
pre-1948 Warner Bros. film library, owned by TBS, with the current Warner Bros.
library.
Levin and Turner added; "Within our extraordinary asset base lie complementary
operating strengths that will generate opportunities for domestic and
international growth in children's and family entertainment, financial news,
merchandising and retailing, on-line services, film distribution and sports.
The world's largest film library will now have access to the finest collection
of programming networks ever assembled, and the value of this library will be
multiplied by the forthcoming digital video disc. Time Inc., the world's
preeminent information gatherer and publisher, will find new opportunities with
CNN, the most trusted name in global television news. Warner Bros.' Looney
Tunes and the Hanna-Barbera characters will create new choices for audiences
and customers on The Cartoon Network, The WB and in Warner Bros. Studio Stores.
The cross-promotional opportunities among our cartoons, Warner Bros. Studio
Stores, theme parks and networks will be a major contributor to growth. In
addition working together we intend to find new areas of growth for WTBS."
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TIME WARNER/TBS MERGER, PAGE 3--
Mr. Levin added, "Time Warner and TBS have worked long and hard to make this
combination a reality. The support and creativity of John Malone and Liberty
Media have helped structure a transaction that will increase value for the
shareholders of all the parties involved. For Time Warner, this combination is
consistent with our plan to strike the appropriate balance within Time Warner
between content and distribution. By bringing the growing cash flow of TBS'
content businesses into Time Warner, our balance sheet will strengthen and our
financial ratios will improve."
Under the terms of the agreement approved today by the Board of Directors of
each company, Time Warner Inc. will issue up to 178 million common shares to
acquire Turner Broadcasting System. TBS shareholders will receive .75 Time
Warner Inc. common shares for each TBS Class A and B common share. Each TBS
Class C preferred holder will receive .80 Time Warner common shares for each of
the 6 shares of Class B common that their class C preferred shares are
convertible into. R. E. Turner will become vice chairman of Time Warner and
head of the Time Warner Video Division which will consist of all the businesses
of TBS plus have supervisory responsibilities for the businesses of Home Box
Office. Mr. Turner will have the right to designate two Time Warner Inc.
directors, one of whom will be himself. As a result of the merger which will be
tax-free to TBS shareholders, Turner Broadcasting System will become a
wholly-owned subsidiary of Time Warner Inc.
Subject to certain conditions, Mr. Turner and Liberty Media Corp., a subsidiary
of Tele-Communications Inc. (TCI) have agreed to vote their TBS shares for the
merger. In addition, TCI has granted Time Warner an option to acquire TCI's TBS
shares. The Time Warner common shares received by Liberty Media Corp. will be
exchanged for voting preferred stock economically equivalent to common stock
and placed in a voting trust. Liberty Media has selected Time Warner Chairman
Gerald M. Levin as the trustee.
Other agreement terms that become effective at the time of the TBS merger
closing include: The Time Warner board will amend the company's shareholder
rights plan so that the 15% threshold will be calculated on a fully diluted
basis. TBS has agreed to extend carriage agreements with TCI covering all of
Turner Broadcasting System's cable programming networks. TBS has agreed to sell
its interest in SportSouth, a regional sports cable network, to Liberty Media
Corp., for approximately $60 million. Time Warner has agreed to issue 5 million
common shares to TCI after
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TIME WARNER/TBS MERGER, PAGE 4--
the TBS merger closing in exchange for a 6-year option to purchase Southern
Satellite, Inc. which distributes WTBS to cable operators. Time Warner will
grant Liberty Media Corp. an option to purchase Time Warner's interest in the
Sunshine Network, a Florida-based sports cable network, for $14 million.
The combined companies (including TWE) had 1994 revenues of $18.7 billion and
EBITDA of $3.4 billion. Including Time Warner's previously announced
transactions primarily consisting of cable system acquisitions and the sale of
a 51% interest in Six Flags, 1994 revenues would have been $19.8 billion and
1994 EBITDA would have been $4 billion.
The transaction is subject to, among other things, approval by the Federal
Communications Commission and regulatory review by federal antitrust
authorities, and approval by the shareholders of both companies. It is expected
to be completed in 1996.
Time Warner Inc. is the world's leading media and entertainment company, with
interests in magazine and book publishing, recorded music and music publishing,
filmed entertainment, broadcasting and theme parks and cable television and
cable television programming.
Turner Broadcasting System, Inc. is one of the world's leading suppliers of
entertainment and news through its ownership of the world's largest film and
animation libraries and of television networks in the United States, Latin
America, Europe and Asia. The Company's operations also include motion picture,
animation and television production, theatrical film distribution, home video,
television syndication, licensing and merchandising, publishing and
professional sports.
CONTACTS:
Ed Adler Michael Oglesby
Time Warner Inc. TBS
(212) 484-6630 (404) 827-1792
(NOTE TO EDITORS: INFORMATION ABOUT TIME WARNER AND TBS FOLLOWS)
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TIME WARNER/TBS MERGER, PAGE 5--
TIME WARNER INC.
TIME INC. is the world's premier magazine publisher and a leading direct
marketer of books, music, videos and print products. The company is also
creating innovative multimedia initiatives like PATHFINDER an on-line service.
Among the company's 24 magazines are TIME, SPORTS ILLUSTRATED, PEOPLE, FORTUNE,
MONEY, LIFE, SPORTS ILLUSTRATED FOR KIDS, ENTERTAINMENT WEEKLY, SUNSET, the
leading Western U.S. lifestyle magazine and the magazines of Southern Progress
Corporation -- SOUTHERN LIVING, PROGRESSIVE FARMER, SOUTHERN ACCENTS and
COOKING LIGHT. The Book Division comprises TIME LIFE INC.; BOOK-OF-THE-MONTH
CLUB INC.; LITTLE, BROWN AND COMPANY; WARNER BOOKS; OXMOOR HOUSE; LEISURE ARTS
and SUNSET BOOKS.
THE WARNER MUSIC GROUP is the world's most diversified, vertically integrated
and profitable music entertainment company. In the United States, Warner Music
companies ATLANTIC RECORDING GROUP, ELEKTRA ENTERTAINMENT and WARNER BROS.
RECORDS and their affiliated labels dominate the marketplace.
Time Warner's filmed entertainment division consists of WARNER BROS., WARNER
HOME VIDEO, WARNER BROS. TELEVISION PRODUCTION, WARNER BROS. ANIMATION, WARNER
BROS. INTERNATIONAL THEATERS, WARNER BROS. CONSUMER PRODUCTS, WARNER BROS.
RECREATIONAL ENTERPRISES and including DC COMICS. Warner Bros. Television
supplies more primetime programs than any other company, "ER" and "Friends" are
the top-rated new shows on network television for the 1994/1995 season. Warner
Bros. Television also launched THE WB, its own national network, in January of
1995 reaching 80% of U.S. households.
HOME BOX OFFICE is the cable programming division of Time Warner Entertainment
Company, L.P., and provides two 24-hour-a-day, pay-television services, HBO and
CINEMAX to 27 million subscribers across the U.S. Since its start in April,
1991, TIME WARNER SPORTS' TVKO is the leading programmer for the pay-per-view
industry for the third consecutive year.
TIME WARNER CABLE is the second-largest owner and operator of cable systems in
the United States and the most effectively clustered in major markets, with
approximately 10 million subscribers in 34 clusters with over 100,000
subscribers.
SIX FLAGS THEME PARKS INC., a Time Warner joint venture, is the No. 2 theme
park company in the U.S. and the nation's largest regional theme park company,
hosting over 20 million visitors a year.
TURNER BROADCASTING SYSTEM
TURNER BROADCASTING SYSTEM, INC. (TBS) is a major distributor of news and
entertainment product around the world and the leading supplier of programming
for the basic cable industry in the United States.
TBS entertainment division includes four 24-hour domestic cable networks: TBS
SUPERSTATION, the United States' one of the top-rated basic cable service;
TURNER NETWORK TELEVISION (TNT), which combines original motion pictures and
miniseries with classic and contemporary films from the Turner Entertainment
Co. Film Library; CARTOON NETWORK, which offers the best in classic
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TIME WARNER/TBS MERGER, PAGE 6--
animation from the world's largest cartoon library; and TURNER CLASSIC MOVIES
(TCM), a commercial-free network featuring the world's greatest motion
pictures. TBS international entertainment networks include: TNT LATIN AMERICA
and CARTOON NETWORK IN LATIN AMERICA, which are available in more than 35
countries in Spanish, Portuguese and English; and TNT & CARTOON NETWORK IN
EUROPE and TNT & CARTOON NETWORK IN ASIA PACIFIC, 24-hour cartoon and movie
networks, with programs dubbed and subtitled in native languages.
TBS' news division includes three 24-hour all-news networks: CABLE NEWS NETWORK
(CNN), North America's leading global news and information source; HEADLINE
NEWS, which offers a whole day's news every half hour; and CNN INTERNATIONAL,
the world's only truly global 24-hour television news network.
TBS' production and distribution operations include three companies involved
principally in motion picture production: CASTLE ROCK ENTERTAINMENT; NEW LINE
CINEMA; and TURNER PICTURES. TBS' production arms also includes: TURNER
ORIGINAL PRODUCTIONS, a non-fiction development and production unit;
HANNA-BARBERA CARTOONS INC., animation studio and cartoon library; TURNER
ENTERTAINMENT CO. which owns, operates and preserves the world's largest
feature film library; TURNER INTERNATIONAL AND TURNER PROGRAM SERVICES, TBS'
international and domestic syndication divisions; and TURNER HOME ENTERTAINMENT
(T.H.E.) which handles worldwide home video and non-theatrical product
distribution; international theatrical distribution; book publishing,
educational services; multimedia development and distribution; and licensing
and merchandising of TBS-owned properties.
Other TBS businesses include: Major League Baseball's ATLANTA BRAVES; the
National Basketball Association's ATLANTA HAWKS; TURNER SPORTS, an
international leader in sports programming; SPORTSOUTH, America's fastest
growing regional sports network; the GOODWILL GAMES, a world-class
international sports competition; CNN INTERACTIVE, which develops on-line and
interactive computer software and services; CNN AIRPORT NETWORK, which delivers
customized news and entertainment to air travelers; WORLD CHAMPIONSHIP
WRESTLING, which produces wrestling programming and stages live and
pay-per-view wrestling events; and CNN CENTER, an office and hotel complex in
downtown Atlanta that is home to the company's corporate and news headquarters.
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