Printer Friendly

TIME WARNER ANNOUNCES MERGER AGREEMENT WITH AMERICAN TELEVISION AND COMMUNICATIONS

 TIME WARNER ANNOUNCES MERGER AGREEMENT WITH AMERICAN TELEVISION
 AND COMMUNICATIONS
 NEW YORK, Feb. 5 /PRNewswire/ -- Time Warner Inc. (NYSE: TWX) and American Television and Communications Corporation (NASDAQ: ATCMA) announced today they have entered into a merger agreement for Time Warner to acquire the 18 percent of ATC it does not own.
 Under the merger agreement, each of the approximately 19.7 million publicly held shares of Class A common stock of ATC would be converted into the right to receive $82.50 principal amount of Time Warner redeemable reset notes. The notes will not bear interest prior to Aug. 15, 1995. The notes are redeemable at the option of the holder or Time Warner on Aug. 15, 1995, at $82.50 and Aug. 15, 1998, at $82.50 plus accrued interest. The notes are due Aug. 15, 2002.
 Terms of the notes follow this press release.
 The merger agreement and the consideration to be received by ATC's public stockholders were approved by the ATC board of directors following the unanimous recommendation of a special committee of independent ATC directors. The special committee was advised by the First Boston Corporation which provided their opinion that the consideration to be received by ATC's public stockholders in the merger is fair from a financial point of view.
 Alpine Capital Group and Lazard Freres & Co. are acting as financial advisors to Time Warner.
 The completion of the merger is contingent upon, among other things, when a registration statement for the offering of the notes to the ATC stockholders is declared effective by the Securities and Exchange Commission. The merger agreement closing is contingent, at Time Warner's option, upon the satisfaction of the closing conditions to the Time Warner Entertainment partnership with C. Itoh and Toshiba.
 Time Warner intends to apply for a NYSE listing of the notes.
 ATC, the second largest cable operator, is a unit of the Time Warner Cable Group.
 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, and cable television programming and operations.
 TIME WARNER INC.
 Summary of Terms of Notes
 ISSUER: Time Warner Inc. (the "issuer").
 SECURITY: Redeemable reset notes Due Aug. 15, 2002 (the "notes").
 DENOMINATIONS: The notes will be in registered form without coupons in denominations of $1,000 and whole multiples thereof.
 INTEREST: Notes will not bear interest prior to Aug. 15, 1995.
 Thereafter, the notes pay cash interest semi-annually at market interest rates established 15 calendar days prior to the redemption dates in 1995 and 1998, subject in each case to a cap of 11 percent per annum.
 MATURITY: The notes will mature and be payable in cash on Aug. 15, 2002, unless redeemed prior to that time.
 REDEMPTION FEATURES: Redeemable at par as a whole or in part at the option of Time Warner or the holders on Aug. 15, 1995, and Aug. 15, 1998.
 Terms of consideration to be paid to holders of the security at redemption will be announced by Time Warner 15 calendar days prior to the redemption date.
 At the option of the holders, holders will receive upon redemption, at Time Warner's election, any combination of:
 -- cash
 -- publicly traded securities of Time Warner
 -- any other securities selected by Time Warner
 At the option of Time Warner, holders would receive upon redemption any combination of:
 -- cash
 -- the exchange debentures underlying Time Warner's Series C and Series D preferred stock
 -- other debt securities issued by Time Warner or a subsidiary
 -0- 2/5/92
 /CONTACT: Edward Adler of Time Warner, 212-484-6630; or Jim Duffy of ATC, 203-328-0620/
 (TWX ATCMA) CO: Time Warner Inc.; American Television and Communications
 Corporation ST: New York IN: ENT SU: TNM


GK -- NY007 -- 7021 02/05/92 08:52 EST
COPYRIGHT 1992 PR Newswire Association LLC
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1992 Gale, Cengage Learning. All rights reserved.

Article Details
Printer friendly Cite/link Email Feedback
Publication:PR Newswire
Date:Feb 5, 1992
Words:628
Previous Article:XEROX ANNOUNCES PLAIN-PAPER FACSIMILE TERMINAL FOR THE RETAIL CHANNEL (Product Announcement)
Next Article:CHEMTRAK INCORPORATED FILES INITIAL PUBLIC OFFERING
Topics:


Related Articles
TIME WARNER REPORTS FOURTH QUARTER AND YEAR END RESULTS
TIME WARNER AND ATC ANNOUNCE COMPLETION OF MERGER
TIME WARNER, TOSHIBA AND C. ITOH CLOSE TIME WARNER ENTERTAINMENT PARTNERSHIP
TIME WARNER AND AMERICAN TELEVISION AND COMMUNICATIONS MERGER WILL BE EFFECTED JUNE 26
TIME WARNER, VIACOM ANNOUNCE SETTLEMENT
TIME WARNER AND QUINCY JONES EXPAND AND BROADEN THEIR RELATIONSHIP
Time Warner Signs Consent Order With FTC Staff Regarding Turner Merger
Time Warner Extends Landmark Contract with Nielsen Media Research Through 2008.
Sinclair Announces Analog and Digital Carriage Agreement With Time Warner Cable.

Terms of use | Copyright © 2017 Farlex, Inc. | Feedback | For webmasters