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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 1, 1995
Date of Report (Date of earliest event reported)
TURNER BROADCASTING SYSTEM, INC.
(Exact name of registrant as specified in its charter)
Georgia 0-9334 58-0950695
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One CNN Center, Atlanta, Georgia 30303
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 827-1700
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
As previously reported, Turner Broadcasting System, Inc., a Georgia
corporation (the "Company"), entered into an Agreement and Plan of Merger dated
as of September 22, 1995 (the "Original Merger Agreement") among the Company,
Time Warner Inc. ("Time Warner") and Time Warner Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Time Warner ("Delaware Sub"),
which provided for the combination of the Company and Time Warner. As
contemplated by the Original Merger Agreement, the Company and Time Warner have
agreed to amend the Original Merger Agreement to provide for a transaction in
which the Company and Time Warner will each become a wholly owned subsidiary of
a new holding company. The Company, Time Warner, TW Inc., a Delaware
corporation and currently a wholly owned subsidiary of Time Warner ("New Time
Warner"), Delaware Sub and TW Acquisition Corp., a Georgia corporation
("Georgia Sub"), have entered into an Amended and Restated Agreement and Plan of
Merger (the "Amended and Restated Merger Agreement") dated as of September 22,
1995, pursuant to which (a) Georgia Sub will be merged into the Company, (b)
each outstanding share of Class A Common Stock, par value $0.0625 per share, of
the Company and each share of Class B Common Stock, par value $0.0625 per
share, of the Company (other than shares held directly or indirectly by Time
Warner or New Time Warner or in the treasury of the Company and other than
shares with respect to which dissenters' rights are properly exercised) will be
converted into 0.75 of a share of common stock, par value $.01 per share, of
New Time Warner ("New Time Warner Common Stock"), (c) each share of Class C
Convertible Preferred Stock, par value $.125 per share, of the Company (other
than shares held directly or indirectly by Time Warner or New Time Warner or in
the treasury of the Company and other than shares with respect to which
dissenters' rights are properly exercised) will be converted into 4.80 shares
of New Time Warner Common Stock, (d) Delaware Sub will be merged into Time
Warner, (e) each outstanding share of common stock, par value $1.00 per share,
of Time Warner, other than shares held directly or indirectly by Time Warner,
will be converted into one share of New Time Warner Common Stock, (f) each
outstanding share of each series of preferred stock of Time Warner, other than
shares held directly or indirectly by Time Warner and shares with respect to
which appraisal rights are properly exercised, will be converted into one share
of a substantially identical series of preferred stock of New Time Warner
having the same designation as the shares of preferred stock of Time Warner so
converted, (g) each of Time Warner and the Company will become a wholly owned
subsidiary of New Time Warner and (h) New Time Warner will be renamed "Time
Warner Inc." A copy of the Amended and Restated Merger Agreement is attached as
Exhibit 2 hereto and incorporated herein by reference.
In connection with the Original Merger Agreement, Time Warner, Liberty
Media Corporation ("LMC") and certain subsidiaries of LMC entered into an
agreement (the "LMC Agreement") pursuant to which, among other things, LMC and
certain of its subsidiaries agreed, subject to certain conditions, to vote all
their shares of Company stock in favor of the approval of the transactions
contemplated by the Original Merger Agreement and in favor of
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the approval and adoption of the Original Merger Agreement. The parties to the
LMC Agreement and New Time Warner have entered into an Amended and Restated LMC
Agreement which reflects the changes in the structure of the proposed
transaction as set forth in the Amended and Restated Merger Agreement.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
The following items are filed with this report:
Exhibit Number Description
2 Amended and Restated Agreement
and Plan of Merger dated as of
September 22, 1995, among Time
Warner Inc., TW Inc., Time Warner
Acquisition Corp., TW Acquisition
Corp. and Turner Broadcasting
System, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
TURNER BROADCASTING SYSTEM, INC.
(Registrant)
Date: December 19, 1995 By: /s/ William S. Ghegan
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Name: William S. Ghegan
Title: Vice President and Controller
and Chief Accounting Officer
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EXHIBIT INDEX
Exhibit Number Description
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2 Amended and Restated Agreement and Plan of
Merger dated as of September 22, 1995, among
Time Warner Inc., TW Inc., Time Warner
Acquisition Corp., TW Acquisition Corp. and
Turner Broadcasting System, Inc.
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