-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CKz7Ahze26qhGFhK71g8aFZ5eR6hePJOGbxuSq2p7dF5hM1P/2f+9qLnvaUjFNVZ Q0AOdYdYcoauvch3Bhe12A== 0001021387-96-000016.txt : 19961023 0001021387-96-000016.hdr.sgml : 19961022 ACCESSION NUMBER: 0001021387-96-000016 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961021 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHOWBIZ PIZZA TIME INC CENTRAL INDEX KEY: 0000813920 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 480905805 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39153 FILM NUMBER: 96645965 BUSINESS ADDRESS: STREET 1: PO BOX 152077 STREET 2: 4441 W AIRPORT FREEWAY CITY: IRVING STATE: TX ZIP: 75015 BUSINESS PHONE: 2142588507 MAIL ADDRESS: STREET 1: PO BOX 152077 CITY: IRVING STATE: TX ZIP: 75015 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TIME WARNER INC/ CENTRAL INDEX KEY: 0001021387 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 133527249 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TIME & LIFE BLDG ROCKFELLER CENTER STREET 2: 75 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124848000 MAIL ADDRESS: STREET 1: TW INC STREET 2: 75 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: TW INC DATE OF NAME CHANGE: 19960822 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* SHOWBIZ PIZZA TIME, INC. (Name of Issuer) CLASS A PREFERRED STOCK, par value $60.00 per share (Title of Class of Securities) 825 388200 (CUSIP Number) Peter R. Haje, 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 Notices and Communications) October 10, 1996 (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 . 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). SCHEDULE 13D CUSIP No. 825 388200 Page 2 of 25 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Time Warner Inc. IRS No. 13-3527249 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a/ / b/ / 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not Applicable (See Item 3) 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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 8 SHARED VOTING POWER 16,011 (See Item 5) 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 16,011 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 16,011 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 32.3% 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. SCHEDULE 13D CUSIP No. 825 388200 Page 3 of 25 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Time Warner Companies, 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 8 SHARED VOTING POWER 16,011 (See Item 5) 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 16,011 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 16,011 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 32.3% 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. SCHEDULE 13D CUSIP No. 825 388200 Page 4 of 25 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* 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 8 SHARED VOTING POWER 16,011 (See Item 5) 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 16,011 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 16,011 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 32.3% 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. SCHEDULE 13D CUSIP No. 825 388200 Page 5 of 25 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TWI Ventures Ltd. IRS No. 51-0342126 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 8 SHARED VOTING POWER 16,011 (See Item 5) 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 16,011 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 16,011 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 32.3% 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. Time Warner Inc. (formerly named TW Inc.), a Delaware corporation, and its wholly owned subsidiaries, Time Warner Companies, Inc. (formerly named Time Warner Inc.), a Delaware corporation ("Old Time Warner"), Warner Communications Inc., a Delaware corporation ("WCI") and TWI Ventures Ltd., a Delaware corporation ("TWI Ltd.") (collectively, the "Reporting Persons"), hereby amend and restate in its entirety the Schedule 13D relating to the Class A Preferred Stock ("Showbiz Preferred Stock") of Showbiz Pizza Time, Inc. ("Showbiz") as required by Rule 101(a)(2)(ii) of Regulation S-T. 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 Showbiz Preferred Stock. The joint Schedule 13D of the Reporting Persons, as amended and restated, is hereinafter referred to as the "Statement". The Statement is being filed solely to reflect the combination (the "Holding Company Transaction") on October 10, 1996 of Old Time Warner and Turner Broadcasting System, Inc. ("TBS"), in connection with which (1) each of Old Time Warner and TBS became a wholly owned subsidiary of a new holding company now named Time Warner Inc. ("Time Warner"), (2) Old Time Warner changed its name to Time Warner Companies, Inc. and (3) Time Warner became the ultimate beneficial owner of the Showbiz Preferred Stock held of record by TWI Ltd., an indirect wholly-owned subsidiary of Time Warner. Item 1. Security and Issuer. This Statement relates to the Class A Preferred Stock, par value $60.00 per share ("Showbiz Preferred Stock"), of Showbiz Pizza Time, Inc. (the "Issuer" or Showbiz"), a Kansas corporation, whose principal executive offices are located at 4441 West Airport Freeway, Irving, Texas 75062. 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, Time Warner Companies, Inc. ("Old Time Warner "), a Delaware corporation, having its principal executive offices at 75 Rockefeller Plaza, New York, NY 10019, Warner Communications Inc. ("WCI"), a Delaware corporation, having its principal executive offices at 75 Rockefeller Plaza, New York, New York 10019 and TWI Ventures Ltd. ("TWI Ltd."), a Delaware corporation, having its principal office at 3514 Silverside Road, Suite 11, Wilmington, DE 19810. Old Time Warner is a direct wholly owned subsidiary of Time Warner; WCI is a direct wholly-owned subsidiary of Old Time Warner and TWI Ltd. is a direct wholly-owned subsidiary of WCI. Time Warner is a holding company engaged in the media and entertainment business. Its businesses are carried on in four fundamental areas: Entertainment, consisting principally of interests in recorded music and music publishing, filmed entertainment, broadcasting and theme parks; Cable Networks, consisting principally of interests in cable television programming; Publishing, consisting principally of interests in magazine publishing, book publishing and direct marketing; and Cable, consisting principally of interests in cable television systems. Substantially all of Time Warner's interests in filmed entertainment, broadcasting, theme parks, most of its interests in cable television systems and a substantial portion of its interests in cable television programming are held through Time Warner Entertainment Company, L.P. ("TWE"), a Delaware limited partnership in which Time Warner has a majority interest. Old Time Warner is a holding company with the same interests in magazine and book publishing, recorded music and music publishing, filmed entertainment, cable systems and cable networks as Time Warner, except that it does not have an ownership interest in the businesses conducted by TBS. The business of WCI (other than its interests in TWE) primarily consists of substantially all of the recorded music and music publishing businesses of Time Warner conducted under the umbrella name of Warner Music Group. TWI Ltd. is a subsidiary of WCI and holds a portfolio of investments. 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 the Reporting Persons is set forth in Annexes A, B, C and D hereto and is incorporated herein by reference. None of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the persons listed in Annexes A, B , C or D hereto 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, B, C, and D hereto is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration. In 1984, Atari Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of WCI ("Holdings"), was a major creditor in the bankruptcy proceeding of Pizza Time Theater, Inc. ("Pizza Time"). Subsequently, in April 1985 Holdings entered into a court approved settlement agreement with Pizza Time. In May 1985, Showbiz purchased substantially all of the operating assets of Pizza Time, which was then a debtor in possession under Chapter 11 of the United States Bankruptcy Code. In connection therewith, pursuant to the court approved Plan of Reorganization, Showbiz issued 4,000,000 shares of Showbiz Common Stock and 500,000 shares of Showbiz Preferred Stock to the creditors of Pizza Time. As a result, Holdings, an unsecured creditor of Pizza Time, received 121,551 shares of Showbiz Common Stock and 16,011 shares of Showbiz Preferred Stock. In mid-1986, Showbiz consummated a restructuring plan that included the exchange of Showbiz Preferred Stock for new 8% Debentures of Showbiz (the "Showbiz Debentures"), to which more than 90% of the holders of Showbiz Preferred Stock responded. In October 1989, Holdings sold the 12,551 shares of Showbiz Common Stock it held (as adjusted by a reverse stock split) for an aggregate sales price of $138,645 in open market transactions. On July 24, 1989, pursuant to a tender offer, Old Time Warner acquired a majority of the outstanding shares of WCI. To finance the tender offer, Old Time Warner incurred approximately $7 billion of indebtedness (which has since been refinanced). On January 10, 1990, a wholly-owned subsidiary of Old Time Warner merged with and into WCI, which thereby became a wholly-owned subsidiary of Old Time Warner. On June 26, 1992, Holdings was merged with and into WCI. On June 21, 1994, WCI transferred the shares of Showbiz Preferred Stock it held to TWI Ltd., its wholly owned subsidiary, as more fully described in Item 4 below. On October 10, 1996, the Holding Company Transaction was consummated pursuant to an Amended and Restated Agreement and Plan of Merger (the "Merger Agreement") dated as of September 22, 1995, as amended, between Old Time Warner, Time Warner, Time Warner Acquisition Corp., formerly a Delaware corporation and a wholly owned subsidiary of Time Warner ("Delaware Sub"), TW Acquisition Corp., formerly a Georgia corporation and a wholly owned subsidiary of Time Warner ("Georgia Sub"), and TBS, whereby among other things: (a) Delaware Sub was merged into Old Time Warner, (b) each outstanding share of Common Stock, par value $1.00 per share, of Old Time Warner, other than shares held directly or indirectly by Old Time Warner, was converted into one share of Common Stock, par value $.01 per share, of Time Warner, (c) Georgia Sub was merged into TBS, (d) the outstanding capital stock of TBS, other than shares held directly or indirectly by Old Time Warner or Time Warner or in the treasury of TBS, was converted into the right to receive Time Warner's Common Stock, (e) each of Old Time Warner and TBS became a wholly owned subsidiary of Time Warner and (f) Time Warner was renamed "Time Warner Inc." As a result of the Holding Company Transaction, Time Warner became the ultimate beneficial owner of the Showbiz Preferred Stock. Item 4. Purpose of Transaction. As described in Item 3 above, Holdings acquired its Showbiz Common Stock and Showbiz Preferred Stock as a result of being a creditor in the Pizza Time bankruptcy proceeding. On June 26, 1992, Holdings was merged with and into WCI. Subsequently, on June 21, 1994, the Showbiz Preferred Stock previously held by WCI, as successor-by-merger to Holdings, was transferred by WCI to its wholly-owned subsidiary TWI Ltd. in connection with WCI's decision to transfer the ownership of certain portfolio investments to a Delaware corporation. The shares of Showbiz Preferred Stock currently registered in the name of TWI Ltd. and beneficially owned by Time Warner, Old Time Warner and WCI are held for investment. As described in Item 3 above, Time Warner became the ultimate beneficial owner of the Showbiz Preferred Stock as a result of the consummation of the Holding Company Transaction. Time Warner, Old Time Warner, WCI and TWI Ltd. intend to review and evaluate their investment in Showbiz from time to time. On the basis of such review and evaluation, Time Warner, Old Time Warner, WCI and TWI Ltd. may acquire additional Showbiz securities from time to time in market transactions or otherwise or may dispose of some or all of their holdings of Showbiz securities from time to time in market transactions or otherwise. Other than as described above, none of Time Warner, Old Time Warner, WCI or TWI Ltd. have any current plans or proposals that relate to or would result in (i) the acquisition or disposition of securities of Showbiz; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Showbiz or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of Showbiz or any of its subsidiaries; (iv) any change in the present board of directors or management of Showbiz, including any current plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of directors of Showbiz; (v) any material change in the present capitalization or dividend policy of Showbiz; (vi) any other material change in Showbiz's business or corporate structure; (vii) changes in Showbiz's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of Showbiz by any person; (viii) causing a class of securities of Showbiz 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 Showbiz 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. In August 1986, Showbiz notified all of its stockholders that holders of approximately 450,407 shares of Showbiz Preferred Stock (or 90% of such holders) responded favorably to the exchange offer for the Showbiz Debentures (described in Item 3 above), substantially decreasing the number of outstanding shares of Showbiz Preferred Stock. As a result, the 16,011 shares of Showbiz Preferred Stock held by Holdings that had previously constituted 3.6% of the outstanding Showbiz Preferred Stock represented 32.3% of the outstanding Showbiz Preferred Stock upon completion of the exchange offer. In addition, on October 19, 1988, Showbiz effected a one-for-ten reverse stock split of Showbiz Common Stock thereby further reducing the number of outstanding shares of Showbiz. As reported in Item 3, in October 1989, the Reporting Persons' interest in Showbiz Common Stock was sold. On July 24, 1989, pursuant to a tender offer, Old Time Warner acquired a majority of the outstanding shares of common stock of WCI. On January 10, 1990, a wholly-owned subsidiary of Old Time Warner merged with and into WCI, which thereby became a wholly-owned subsidiary of Old Time Warner. As a result, Old Time Warner acquired beneficial ownership of the Showbiz securities beneficially owned by WCI. On October 10, 1996, in connection with the Holding Company Transaction described in Item 3 above, Old Time Warner became a direct wholly owned subsidiary of Time Warner. Time Warner, Old Time Warner and WCI may be deemed to have shared power to direct the voting and disposition of the 16,011 shares of Showbiz Preferred Stock registered in the name of TWI Ltd. As of October 18, 1996, there were outstanding 49,570 shares of Showbiz Preferred Stock. In accordance with the provisions of Rule 13d-3(d) (1)(i) under the Act, the 16,011 shares of Showbiz Preferred Stock registered in the name of TWI Ltd. and deemed to be beneficially owned by Time Warner, Old Time Warner and WCI, represent approximately 32.3% of the outstanding shares of Showbiz Preferred Stock. Except as described above, none of Time Warner, Old Time Warner, WCI or TWI Ltd. is aware of any beneficial ownership of, or any transaction within 60 days before the filing of this Statement in, any shares of Showbiz Preferred Stock by Time Warner, Old Time Warner, WCI, TWI Ltd. or any person listed in Annexes A, B , C or D hereto. Items (d) and (e) are not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. There are no contracts, arrangements, understandings or relationships (legal or otherwise) on the part of Time Warner, Old Time Warner, WCI or TWI Ltd., or, to the best of each of their knowledge, on the part of their respective executive officers or directors or between such persons and any persons with respect to the securities of Showbiz. Item 7. Material to be filed as Exhibits (A single asterisk denotes that the document has been previously filed.) Exhibit A* Joint Filing Agreement between WCI and Holdings. Exhibit B** Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 22, 1995, as amended, among Old Time Warner, Time Warner, Delaware Sub, Georgia Sub and TBS (incorporated by reference to Appendixes A-1(a) and A-1(b) to the Joint Proxy Statement/Prospectus dated September 6, 1996, included as part of the Registration Statement on Form S-4 (Registration No. 333-11741) of Time Warner filed with the Securities and Exchange Commission on September 6, 1996). Exhibit C Joint Filing Agreement among Time Warner, Old Time Warner, WCI and TWI Ltd. ** Incorporated by reference 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: October 21, 1996 TIME WARNER INC. BY: /s/ Thomas W. McEnerney Name: Thomas W. McEnerney Title: Vice President TIME WARNER COMPANIES, INC. BY: /s/ Thomas W. McEnerney Name: Thomas W. McEnerney Title: Vice President WARNER COMMUNICATIONS INC. BY: /s/ Thomas W. McEnerney Name: Thomas W. McEnerney Title: Vice President TWI VENTURES LTD. BY: /s/ Spencer B. Hays Name: Spencer B. Hays Title: Vice President EXHIBIT C JOINT FILING AGREEMENT Time Warner Inc., Time Warner Companies, Inc., Warner Communications Inc. and TWI Ventures Ltd., each hereby agrees, in accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934 (the "Act"), as amended, that the Amended and Restated Statement on Schedule 13D filed herewith, and any amendments thereto, relating to the shares of Preferred Stock, par value $60.00 per share, of Showbiz Pizza Time, Inc., is, and will be, filed jointly on behalf of each such person. Dated: October 21, 1996 TIME WARNER INC. BY: /s/ Thomas W. McEnerney Name: Thomas W. McEnerney Title: Vice President TIME WARNER COMPANIES, INC. BY: /s/ Thomas W. McEnerney Name: Thomas W. McEnerney Title: Vice President WARNER COMMUNICATIONS INC. BY: /s/ Thomas W. McEnerney Name: Thomas W. McEnerney Title: Vice President TWI VENTURES LTD. BY: /s/ Spencer B. Hays Name: Spencer B. Hayes Title: Vice President 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 10100 Santa Monica Blvd. Los Angeles, CA 90067 (private investment company) Timothy A. Senior Vice Senior Vice President, Boggs President Time Warner 800 Connecticut Ave., NW, Suite 800 Washington, DC 20006 Richard J. Senior Vice Senior Vice President Bressler President and and Chief Financial Chief Financial Officer, Time Warner* Officer Lawrence B. Director Partner, Buttenwieser Rosenman & Colin 575 Madison Avenue New York, NY 10022 (attorney) *The business address of Time Warner, Old Time Warner and WCI is 75 Rockefeller Plaza, New York, NY 10019 Principal Occupation or Name Office Employment and Address Beverly Sills Director Chairman-Lincoln Center Greenough for the Performing Arts 211 Central Park West New York, NY 10024 (entertainment) Peter R. Haje Executive Vice Executive Vice President, President, Secretary Secretary and and General Counsel, General Counsel Time Warner* Carla A. Hills Director Chairman and Chief Executive Officer Hills & Company 1200 19th Street, NW Washington, DC 20036 (international trade consultants) Tod R. Hullin Senior Vice Senior Vice President, President Time Warner* David T. Kearns Director Retired Chairman and Chief Executive Officer of Xerox Corporation (business equipment) 100 First Stamford Place Stamford, CT 06904-2340 Gerald M. Levin Director, Chairman and Chief Chairman and Executive Officer, Chief Executive Time Warner* Officer Philip R. Senior Vice Senior Vice President, Lochner, Jr. President Time Warner* *The business address of Time Warner, Old Time Warner and WCI is 75 Rockefeller Plaza, New York, NY 10019 Principal Occupation or Name Office Employment and Address Reuben Mark Director Chairman and Chief Executive Officer Colgate-Palmolive Company 300 Park Avenue New York, NY 10022 (consumer products) Michael A. Miles Director Former Chairman and Chief Executive Officer of Philip Morris Companies Inc., Director of Sears Roebuck & Co., Dean Witter, Discover & Co. Three Lakes Drive Northfield, IL 60093 J. Richard Director Advisor to and Former Co- Munro Chairman & Co-CEO, Time Warner 300 First Stamford Place Stamford, CT 06902 Richard D. Director Director and President, Parsons and President Time Warner* Donald S. Director Director of Various Perkins Companies 21 South Clark St. Suite 2530 One First National Plaza Chicago, IL 60603 *The business address of Time Warner, Old Time Warner and WCI is 75 Rockefeller Plaza, New York, NY 10019 Principal Occupation or Name Office Employment and Address Robert E. Director and Vice Chairman of Time Turner Vice Chairman Warner*, Chairman and President of TBS One CNN Center Atlanta, GA 30303 Raymond S. Director Financial Consultant and Troubh Director of Various Companies 10 Rockefeller Plaza New York, NY 10020 (financial consultant) Francis T. Director Chairman of Vincent, Jr. Vincent Enterprises (private investor), and Director of Various Companies 300 First Stamford Place Stamford, CT 06902 *The business address of Time Warner, Old Time Warner and WCI is 75 Rockefeller Plaza, New York, NY 10019 ANNEX B The following is a list of the directors and executive officers of Time Warner Companies, Inc. ("Old 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 Old Time Warner, each person is a citizen of the United States of America. Principal Occupation or Name Office Employment and Address Richard J. Director and Senior Vice President Bressler Senior Vice and Chief Financial President and Officer, Time Warner* Chief Financial Officer Peter R. Haje Director and Executive Vice Executive Vice President, Secretary President, Secretary and General Counsel, and General Counsel Time Warner* Tod R. Hullin Director and Senior Vice President, Senior Vice President Time Warner* Gerald M. Chairman and Chief Chairman and Chief Levin Executive Officer Executive Officer, Time Warner* Timothy A. Boggs Senior Vice Senior Vice President, President Time Warner 800 Connecticut Avenue, N.W. Suite 800 Washington, D.C. 20006 Philip R. Senior Vice Senior Vice President, Lochner Jr. President Time Warner* Richard D. President Director and President, Parsons Time Warner* *The business address of Time Warner, Old Time Warner and WCI is 75 Rockefeller Plaza, New York, NY 10019 ANNEX C The following is a list of the directors and executive officers of Warner Communications, Inc. ("WCI"), 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 WCI, each person is a citizen of the United States of America. Principal Occupation or Name Office Employment and Address Richard J. Director and Senior Vice President Bressler Senior Vice and Chief Financial President and Officer, Time Warner* Chief Financial Officer Peter R. Haje Director and Executive Vice Executive Vice President, Secretary President and General Counsel, Time Warner* Tod R. Hullin Director and Senior Vice President, Senior Vice Time Warner* President Gerald M. Chairman and Chief Chairman and Chief Levin Executive Officer Executive Officer, Time Warner* Philip R. Senior Vice Senior Vice President, Lochner Jr. President Time Warner* Richard D. Director President, Parsons and Office of Time Warner* the President *The business address of Time Warner, Old Time Warner and WCI is 75 Rockefeller Plaza, New York, NY 10019 ANNEX D The following is a list of the directors and executive officers of TWI Ventures Ltd ("TWI Ltd"), 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 TWI Ltd, each person is a citizen of the United States of America. Principal Occupation or Name Office Employment and Address Richard J. Director and Senior Vice President Bressler President and Chief Financial Officer, Time Warner* Spencer B. Hays Director and Vice President Vice President and Deputy General Counsel, Time Warner* Stephen Kapner Director, Vice Assistant President and Treasurer, Treasurer Time Warner* Margaret Pulgini Director, Assistant Vice President Vice President Wilmington Trust Co. And Secretary Rodney Square North Wilmington, DE 19801 James Tamucci Director, Tax Executive Director, Vice President and Time Warner Treasurer 1271 Avenue of the Americas New York, NY 10020 *The business address of Time Warner, Old Time Warner and WCI is 75 Rockefeller Plaza, New York, NY 10019 -----END PRIVACY-ENHANCED MESSAGE-----