<PAGE>
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 1998
REGISTRATION NO. [ ]
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TIME WARNER INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C> <C>
DELAWARE 75 ROCKEFELLER PLAZA 13-3527249
(STATE OR OTHER JURISDICTION NEW YORK, NY 10019 (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION) (212) 484-8000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
TIME WARNER COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C> <C>
DELAWARE 75 ROCKEFELLER PLAZA 13-1388520
(STATE OR OTHER JURISDICTION NEW YORK, NY 10019 (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION) (212) 484-8000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
TURNER BROADCASTING SYSTEM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C> <C>
GEORGIA ONE CNN CENTER 58-0950695
(STATE OR OTHER JURISDICTION ATLANTA, GEORGIA 30303 (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION) (404) 827-1700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
------------------------
PETER R. HAJE
EXECUTIVE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
TIME WARNER INC.
75 ROCKEFELLER PLAZA, NEW YORK, NY 10019
(212) 484-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C> <C>
WILLIAM P. ROGERS, JR. LOUISE S. SAMS, ESQ. FAITH GROSSNICKLE
CRAVATH, SWAINE & MOORE VICE PRESIDENT AND GENERAL COUNSEL SHEARMAN & STERLING
825 EIGHTH AVENUE TURNER BROADCASTING SYSTEM, INC. 599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10019 ONE CNN CENTER NEW YORK, NY 10022
(212) 474-1000 ATLANTA, GEORGIA 30303 (212) 848-8015
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement, as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, please check the following box: [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
[CAPTION]
<TABLE>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(2) PRICE(2)
<S> <C> <C> <C>
Debt Securities..................................... $1,600,000,000(3) 100% $1,600,000,000(3)
Guarantees of Debt Securities(5).................... $1,600,000,000 N/A N/A
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT OF
SECURITIES TO BE REGISTERED REGISTRATION FEE
<S> <C>
Debt Securities..................................... $335,637(4)
Guarantees of Debt Securities(5).................... N/A(6)
</TABLE>
(footnotes on next page)
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
PURSUANT TO RULE 429 OF THE GENERAL RULES AND REGULATIONS UNDER THE
SECURITIES ACT OF 1933, THE PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT
IS A COMBINED PROSPECTUS WHICH ALSO RELATES TO REGISTRATION STATEMENT NO.
333-44255, PREVIOUSLY FILED BY TIME WARNER INC., TIME WARNER COMPANIES, INC. AND
TURNER BROADCASTING SYSTEM, INC. ON FORM S-3. THIS REGISTRATION STATEMENT ALSO
CONSTITUTES A POST-EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT NO. 333-44255,
AND SUCH POST-EFFECTIVE AMENDMENT SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY
WITH THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT IN ACCORDANCE WITH
SECTION 8(c) OF THE SECURITIES ACT OF 1933.
________________________________________________________________________________
<PAGE>
<PAGE>
(footnotes from previous page)
(1) United States dollars or the equivalent thereof in one or more foreign
currencies, foreign currency units or composite currencies.
(2) Estimated solely for purposes of calculating the registration fee.
(3) Represents the aggregate principal amount plus, if any Debt Securities are
issued at an original issue discount, such principal amount as shall result
in an aggregate initial offering price of $1,600,000,000.
(4) Time Warner Companies, Inc., a co-registrant on this Registration Statement
on Form S-3, previously paid $287,879 of registration fees in connection
with its Registration Statement on Form S-3 (File No. 333-37827),
registering $950,000,000 of Debt Securities, none of which has been issued
or sold. Pursuant to Rule 429, Time Warner Companies, Inc. previously
applied $151,516 of those registration fees toward the payment in full of
the registration fees due under its Registration Statement on Form S-4 (File
No. 333-45703). Pursuant to Rule 429, Time Warner Inc. is hereby applying
the remaining $136,363 of those registration fees toward the payment of the
registration fees due under this Registration Statement on Form S-3.
(5) Time Warner Companies, Inc. and Turner Broadcasting System, Inc. will
irrevocably and unconditionally guarantee on an unsecured senior basis Debt
Securities of Time Warner Inc.
(6) Pursuant to Rule 457(n), no separate fee is required to be paid in respect
of guarantees of the Debt Securities which are being registered
concurrently.
<PAGE>
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY
NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL
THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF SUCH STATE.
SUBJECT TO COMPLETION DATED AUGUST 11, 1998
PROSPECTUS
TIME WARNER INC.
DEBT SECURITIES
UNCONDITIONALLY GUARANTEED BY
TIME WARNER COMPANIES, INC.
AND
TURNER BROADCASTING SYSTEM, INC.
Time Warner Inc. (the 'Issuer') may offer from time to time, together or
separately, unsecured notes, debentures or other evidences of indebtedness
('Debt Securities'), having an aggregate initial public offering price not to
exceed $2,000,000,000 (including the U.S. dollar equivalent of securities for
which the initial public offering price is denominated in one or more foreign
currencies or composite currencies). The Debt Securities may be offered in one
or more series, in amounts, at prices and on terms determined at the time of
sale and set forth in a supplement to this Prospectus (a 'Prospectus
Supplement').
The Debt Securities will be irrevocably, fully and unconditionally
guaranteed (the 'Guarantees') on an unsecured basis by each of Time Warner
Companies, Inc. ('TWC') and Turner Broadcasting System, Inc. ('TBS'). TWC and
TBS are wholly owned subsidiaries of the Issuer. The Issuer is a holding company
that derives its operating income and cash flow primarily from TWC and TBS and
the assets of the Issuer consist primarily of its investments in TWC and TBS.
TWC and TBS are also holding companies and their assets consist primarily of
investments in their respective consolidated and unconsolidated subsidiaries.
See 'Holding Company Structure'. The Issuer and its consolidated and
unconsolidated subsidiaries are collectively referred to as the 'Company'.
Unless otherwise specified in an accompanying Prospectus Supplement, the
Debt Securities and the Guarantees will be senior securities of the Issuer, TWC
and TBS, respectively, ranking equally with all other unsubordinated and
unsecured indebtedness and other obligations of the Issuer, TWC and TBS,
respectively.
The specific terms of the Debt Securities in respect of which this
Prospectus is being delivered will be set forth in an accompanying Prospectus
Supplement, including, where applicable, the specific designation, aggregate
principal amount, currency, denomination, maturity (which may be fixed or
extendible), priority, interest rate (or manner of calculation thereof), if any,
time of payment of interest, if any, terms for any redemption, terms for any
repayment at the option of the holder, terms for any sinking fund payments, the
initial public offering price, provisions regarding original issue discount
securities, additional covenants and any other specific terms of such Debt
Securities.
The Prospectus Supplement will also contain information, where applicable,
about certain United States Federal income tax considerations relating to, and
any listing on a securities exchange of, the Debt Securities covered by the
Prospectus Supplement.
The Debt Securities may be issued only in registered form, including in the
form of one or more global securities ('Global Securities'), unless otherwise
set forth in the Prospectus Supplement.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The Debt Securities may be offered directly, through agents designated from
time to time or through dealers or underwriters. If any agents of the Issuer,
TWC or TBS or any dealers or underwriters are involved in the offering of the
Debt Securities in respect of which this Prospectus is being delivered, the
names of such agents, dealers or underwriters and any applicable commissions or
discounts will be set forth in the Prospectus Supplement. The net proceeds to
the Issuer from such sale will also be set forth in the Prospectus Supplement.
------------------------
THE DATE OF THIS PROSPECTUS IS , 1998.
<PAGE>
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE DEBT SECURITIES,
INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH
DEBT SECURITIES, AND THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE
OFFERING. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE 'PLAN OF DISTRIBUTION'.
------------------------
AVAILABLE INFORMATION
The Issuer is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the 'Exchange Act'), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the 'Commission'). TWC and TBS are not
required to file periodic reports and other information under the Exchange Act.
Instead, information with respect to TWC and TBS is provided, to the extent
required by the Commission, in the required filings made by the Issuer. Reports,
proxy statements and other information filed by the Issuer with the Commission
pursuant to the informational requirements of the Exchange Act may be inspected
and copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the
Commission's regional offices located at Seven World Trade Center, 13th Floor,
New York, New York 10048; and Citicorp Center, 500 West Madison Street (Suite
1400), Chicago, Illinois 60661; and copies of such material may be obtained from
the Public Reference Section of the Commission, Washington, D.C. 20549, at
prescribed rates, or through the World Wide Web (http://www.sec.gov). Such
reports, proxy statements and other information may also be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York, on which one or more of the Issuer's securities are listed.
This Prospectus constitutes a part of a Registration Statement filed by the
Issuer, TWC and TBS with the Commission under the Securities Act of 1933, as
amended (the 'Securities Act'). This Prospectus omits certain of the information
contained in the Registration Statement in accordance with the rules and
regulations of the Commission. Reference is hereby made to the Registration
Statement and related exhibits for further information with respect to the
Issuer, TWC, TBS and the Debt Securities. Statements contained herein concerning
the provisions of any document are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an Exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed with the Commission by the Issuer (File No.
001-12259) are incorporated by reference in this Prospectus:
(a) the Issuer's Annual Report on Form 10-K for the year ended
December 31, 1997, as amended by Form 10K/A dated June 25, 1998 (as
amended, the 'Issuer's 1997 Form 10-K');
(b) the Issuer's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998; and
(c) the Issuer's Current Report on Form 8-K dated February 10, 1998.
All documents and reports subsequently filed by the Issuer pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering of the Debt Securities
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus or any Prospectus Supplement to the extent that
a statement contained herein or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus or any Prospectus Supplement.
2
<PAGE>
<PAGE>
The Issuer will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus and the accompanying Prospectus
Supplement are delivered, upon the written or oral request of such person, a
copy of any or all the documents incorporated herein by reference, other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference in such documents, and any other documents specifically identified
herein as incorporated by reference into the Registration Statement to which
this Prospectus relates or into such other documents. Requests should be
addressed to: Shareholder Relations Department, Time Warner Inc., 75 Rockefeller
Plaza, New York, New York 10019; telephone: (212) 484-6971.
THE COMPANY
The Company is the world's leading media and entertainment company and has
interests in four fundamental areas of business: Entertainment, consisting
principally of interests in filmed entertainment, television production,
television broadcasting, recorded music and music publishing; 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. Each of the Issuer, TWC and TBS is a holding company that
derives its operating income and cash flow primarily from its subsidiaries and
investments. The assets of the Issuer consist primarily of its investments in
TWC and TBS. The assets of TWC consist primarily of its investments in its
consolidated and unconsolidated subsidiaries, including Time Warner
Entertainment Company, L.P. ('TWE'). The assets of TBS consist primarily of
investments in its consolidated and unconsolidated subsidiaries. The ability of
the Issuer, TWC and TBS to service their respective indebtedness and other
liabilities, including the Debt Securities and the Guarantees, respectively, is
dependent primarily upon the earnings and cash flow of their respective
consolidated and unconsolidated subsidiaries and the distribution or other
payment to them of such earnings and cash flow. See 'Holding Company Structure'.
The Issuer became the parent of TWC and TBS on October 10, 1996 upon the
merger of TWC and TBS with separate subsidiaries of the Issuer (the 'TBS
Transaction'). In connection therewith, the Issuer changed its name to Time
Warner Inc. from TW Inc. and TWC changed its name from Time Warner Inc. to Time
Warner Companies, Inc. Additional information on the TBS Transaction is set
forth in Note 2 to the Issuer's consolidated financial statements included in
the Issuer's 1997 Form 10-K, which is incorporated by reference herein.
TWE was formed as a Delaware limited partnership in 1992 to own and operate
substantially all of the business of Warner Bros., Home Box Office and the cable
television businesses owned and operated by TWC prior to such date. TWC and
certain of its wholly owned subsidiaries own general and limited partnership
interests aggregating 74.49% of the pro rata priority capital ('Series A
Capital') and residual equity capital ('Residual Capital') of TWE and 100% of
the senior priority capital and junior priority capital of TWE. The remaining
25.51% limited partnership interests in the Series A Capital and Residual
Capital of TWE are held by a subsidiary of MediaOne Group, Inc., formerly U S
WEST, Inc. TWC does not consolidate TWE and certain related companies (the
'Entertainment Group') for financial reporting purposes.
RECIPROCAL GUARANTEES OF EXISTING INDEBTEDNESS
In order to integrate TBS into the Issuer's operating structure and
simplify the credit structure of the Issuer, TWC and TBS such that the financial
risks associated with investing in the indebtedness of any one of the three
companies are substantially equivalent to those associated with investing in the
indebtedness of any of the other companies, in addition to the Guarantees, the
Issuer, TWC and TBS have entered into the following guarantees of outstanding
publicly traded indebtedness ('Outstanding Securities') of the Issuer, TWC and
TBS:
The Issuer, as primary obligor and not merely as surety, has irrevocably
and unconditionally guaranteed (the 'Downstream Guarantees') (a) the full and
punctual payment of principal of and interest on the Outstanding Securities of
each of TWC and TBS when due, whether at maturity, by acceleration, by
redemption or otherwise, and all other monetary obligations of TWC and TBS under
3
<PAGE>
<PAGE>
the Outstanding Securities of TWC and TBS and the indentures relating to the
Outstanding Securities (including the obligations to the respective trustees)
and (b) the full and punctual performance within applicable grace periods of all
other obligations of TWC and TBS under the Outstanding Securities and the
respective indentures.
Each of TWC and TBS, as primary obligor and not merely as surety, has
irrevocably and unconditionally guaranteed (a) the full and punctual payment of
principal of and interest on the Outstanding Securities of the Issuer and the
other party when due, whether at maturity, by acceleration, by redemption or
otherwise, and all other monetary obligations of the Issuer and the other party
under the Outstanding Securities of the Issuer and such other party and the
indentures relating to such Outstanding Securities (including the obligations to
the respective trustees) and (b) the full and punctual performance within
applicable grace periods of all other obligations of the Issuer and the other
party under such Outstanding Securities and the respective indentures. The
guarantee by each of TWC and TBS of the other's Outstanding Securities is herein
called a 'Cross Guarantee' and the guarantee by each of TWC and TBS of the
Issuer's Outstanding Securities is herein called an 'Upstream Guarantee'. The
maximum aggregate amount of the Upstream Guarantee by TWC and the maximum
aggregate amount of the Upstream Guarantee and the Cross Guarantee by TBS shall
not exceed the maximum amount that can be guaranteed by TWC or TBS,
respectively, without rendering such guarantee voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.
The Issuer's and TWC's principal executive offices are located at 75
Rockefeller Plaza, New York, New York 10019. TBS's principal executive offices
are located at One CNN Center, Atlanta, Georgia 30303.
RATIO OF EARNINGS TO FIXED CHARGES
The ratios of earnings to fixed charges for each of the Issuer, TWC and TBS
are set forth below for the periods indicated. For periods in which earnings
before fixed charges were insufficient to cover fixed charges, the dollar amount
of coverage deficiency (in millions), instead of the ratio, is disclosed.
The ratios of earnings to fixed charges (or coverage deficiencies) of TBS
for all post-merger periods have been adjusted to reflect the Issuer's basis of
accounting. The ratios of earnings to fixed charges (or coverage deficiencies)
of TBS for all pre-merger periods are reflected at TBS's historical cost basis
of accounting. Certain reclassifications have been made to TBS's ratios of
earnings to fixed charges for pre-merger periods to conform to the post-merger
presentation.
The ratio of earnings to fixed charges of each of the Issuer and TWC for
the six months ended June 30, 1998 reflects the transfer of cable television
systems (or interests therein) serving approximately 650,000 subscribers that
were formerly owned by subsidiaries of TWC to the TWE-Advance/Newhouse
Partnership, subject to approximately $1 billion of debt, in exchange for common
and preferred partnership interests therein, as well as certain related
transactions.
The ratio of earnings to fixed charges of each of the Issuer and TWC for
1996 reflects (a) the use of approximately $1.55 billion of net proceeds from
the issuance of 1.6 million shares of 10 1/4% Series M Exchangeable Preferred
Stock, having an aggregate liquidation preference of $1.6 billion, to reduce
outstanding indebtedness, (b) the acquisition of Cablevision Industries
Corporation and related companies, including the assumption or incurrence of
approximately $2 billion of indebtedness and, with respect to the Issuer only,
(c) the TBS Transaction, including the assumption of approximately $2.8 billion
of indebtedness.
The ratio of earnings to fixed charges of each of the Issuer and TWC for
1995 reflects (a) the acquisition of KBLCOM Incorporated and Summit
Communications Group, Inc., including the assumption or incurrence of
approximately $1.3 billion of indebtedness and (b) the exchange by Toshiba
Corporation and ITOCHU Corporation of their direct and indirect interests in
TWE.
4
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30, YEARS ENDED DECEMBER 31,
--------------- ------------------------------------------
1998 1997 1997 1996 1995 1994 1993
------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Issuer........................................................ 1.4x 1.5x 1.6x 1.1x 1.1x 1.1x 1.1x
TWC........................................................... 1.4x 1.6x 1.6x 1.1x 1.1x 1.1x 1.1x
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEARS ENDED
JUNE 30, THREE MONTHS NINE MONTHS DECEMBER 31,
----------------------- YEAR ENDED ENDED ENDED ------------------------
1998 1997 DECEMBER 31, 1997 DECEMBER 31, 1996 SEPTEMBER 30, 1996 1995 1994 1993
---------- ---------- ------------------ ------------------ ------------------- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
TBS........ 1.9x 1.5x 2.1x 1.6x $(44) 1.7x 1.3x 1.6x
</TABLE>
For purposes of computing the ratio of earnings to fixed charges, earnings
were calculated by adding (i) pretax income, (ii) interest expense, including
previously capitalized interest amortized to expense and the portion of rents
representative of an interest factor for the Issuer, TWC and TBS and their
respective majority-owned subsidiaries, (iii) the Issuer's, TWC's and TBS's
respective proportionate share of the items included in (ii) above for their
50%-owned companies, (iv) preferred stock dividend requirements of
majority-owned subsidiaries, (v) minority interest in the income of majority-
owned subsidiaries that have fixed charges and (vi) the amount of undistributed
losses of each of the Issuer's, TWC's and TBS's less than 50%-owned companies.
Fixed charges consist of (i) interest expense, including interest capitalized
and the portion of rents representative of an interest factor for the Issuer,
TWC and TBS and their respective majority-owned subsidiaries, (ii) the Issuer's,
TWC's and TBS's respective proportionate share of such items for their 50%-owned
companies and (iii) preferred stock dividend requirements of majority-owned
subsidiaries. Earnings as defined include significant noncash charges for
depreciation and amortization. Fixed charges of the Issuer and TWC for the six
months ended June 30, 1998 and 1997 and the years ended December 31, 1997, 1996,
1995 and 1994 include noncash interest expense of $29 million, $49 million, $96
million, $91 million, $176 million and $219 million, respectively, principally
relating to certain noncash interest-bearing indebtedness of TWC outstanding
during those periods. Fixed charges of the Issuer for the six months ended June
30, 1997 and the years ended December 31, 1997 and 1996 include an additional
$2 million, $2 million and $5 million, respectively, in noncash interest expense
relating to TBS's noncash interest-bearing indebtedness outstanding during those
periods. Fixed charges of TBS include noncash interest expense of $2 million, $2
million, $5 million, $14 million, $18 million, $17 million and $29 million for
the six months ended June 30, 1997, the year ended December 31, 1997, the three
months ended December 31, 1996, the nine months ended September 30, 1996 and the
years ended December 31, 1995, 1994 and 1993, respectively.
USE OF PROCEEDS
Except as otherwise set forth in the Prospectus Supplement, the net
proceeds to the Issuer from the sale of Debt Securities will be used by the
Issuer to either (i) redeem the Issuer's 10 1/4% Series M Exchangeable Preferred
Stock or (ii) repurchase, redeem or otherwise repay indebtedness of the Issuer
and its subsidiaries, including TWC and/or TBS. Additional information on the
use of net proceeds from the sale of any particular Debt Securities will be set
forth in the Prospectus Supplement relating to such Debt Securities.
5
<PAGE>
<PAGE>
DESCRIPTION OF THE DEBT SECURITIES AND THE GUARANTEES
GENERAL
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of any Debt Securities
and the extent, if any, to which such general provisions will not apply to such
Debt Securities will be described in the Prospectus Supplement relating to such
Debt Securities.
The Debt Securities will be issued from time to time in series under an
Indenture dated as of June 1, 1998 (the 'Indenture'), among the Issuer, TWC, TBS
and The Chase Manhattan Bank (the 'Trustee'), as Trustee. The statements set
forth below are brief summaries of certain provisions contained in the
Indenture, which summaries do not purport to be complete and are qualified in
their entirety by reference to the Indenture, a copy of which is an Exhibit to
the Registration Statement of which this Prospectus is a part. Numerical
references in parentheses below are to articles or sections of the Indenture,
unless otherwise indicated. Wherever defined terms are used but not defined
herein, such terms shall have the meanings assigned to them in the Indenture, it
being intended that such referenced articles and sections of the Indenture and
such defined terms shall be incorporated herein by reference.
The Indenture does not limit the amount of Debt Securities which may be
issued thereunder and Debt Securities may be issued thereunder up to the
aggregate principal amount which may be authorized from time to time by the
Issuer. Any such limit applicable to a particular series will be specified in
the Prospectus Supplement relating to that series.
Reference is made to the Prospectus Supplement for the following terms of
each series of Debt Securities in respect to which this Prospectus is being
delivered: (i) the designation, date, aggregate principal amount, currency or
currency unit of payment if other than United States dollars and authorized
denominations of such Debt Securities; (ii) the date or dates on which such Debt
Securities will mature (which may be fixed or extendible); (iii) the rate or
rates (or manner of calculation thereof), if any, per annum at which such Debt
Securities will bear interest; (iv) the dates, if any, on which such interest
will be payable; (v) the terms of any mandatory or optional redemption
(including any sinking, purchase or analogous fund) and any purchase at the
option of holders (including whether any such purchase may be paid in cash,
common stock or other securities or property); (vi) whether such Debt Securities
are to be issued in the form of Global Securities and, if so, the identity of
the Depository (as defined) with respect to such Global Securities; and (vii)
any other specific terms.
Unless otherwise set forth in the Prospectus Supplement, interest on
outstanding Debt Securities will be paid to holders of record on the date which
is 15 days prior to the date such interest is to be paid. Unless otherwise
specified in the Prospectus Supplement, Debt Securities will be issued in fully
registered form only and in denominations of $1,000 and integral multiples
thereof. Unless otherwise specified in the Prospectus Supplement, the principal
amount of the Debt Securities will be payable at the corporate trust office of
the Trustee in New York, New York. The Debt Securities may be presented for
transfer or exchange at such office unless otherwise specified in the Prospectus
Supplement, subject to the limitations provided in the Indenture, without any
service charge, but the Issuer may require payment of a sum sufficient to cover
any tax or other governmental charges payable in connection therewith. (Section
3.05)
GUARANTEES
Under the Guarantees, each of TWC and TBS, as primary obligor and not
merely as surety, will irrevocably and unconditionally guarantee, to each Holder
of Debt Securities, and to the Trustee and its successors and assigns, (i) the
full and punctual payment of principal of and interest on the Debt Securities
when due, whether at maturity, by acceleration, by redemption or otherwise, and
all other monetary obligations of the Issuer under the Indenture (including
obligations to the Trustee) and the Debt Securities and (ii) the full and
punctual performance within applicable grace periods of all other obligations of
the Issuer under the Indenture and the Debt Securities. The Guarantees
constitute guarantees of payment, performance and compliance and not merely of
collection. The obligations of each of TWC and TBS under the Indenture will be
unconditional irrespective of the absence or existence of any action to enforce
the same, the recovery of any judgment against the Issuer or the
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other Guarantor or any waiver or amendment of the provisions of the Indenture or
the Debt Securities to the extent that any such action or similar action would
otherwise constitute a legal or equitable discharge or defense of a guarantor
(except that each such waiver or amendment shall be effective in accordance with
its terms). The obligations of TWC and TBS to make any payments may be satisfied
by causing the Issuer to make such payments. If any Holder of any Debt Security
or the Trustee is required by a court or otherwise to return to the Issuer, TWC
or TBS, or any custodian, trustee, liquidator or other similar official acting
in relation to any of the Issuer, TWC or TBS, any amount paid by any of them to
the Trustee or such Holder, the Guarantee of TWC and the Guarantee of TBS, to
the extent theretofore discharged, shall be reinstated in full force and effect.
Further, TWC and TBS agree to pay any and all costs and expenses (including
reasonable attorneys' fees) incurred by the Trustee or any Holder of Debt
Securities in enforcing any of their respective rights under the Guarantees. The
Indenture provides that each of the Guarantees of TWC and TBS is limited to the
maximum amount that can be guaranteed by TWC or TBS, respectively, without
rendering the relevant Guarantee voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally. (Article XIII)
RANKING
Unless otherwise specified in a Prospectus Supplement for a particular
series of Debt Securities, all series of Debt Securities will be senior
indebtedness of the Issuer and will be direct, unsecured obligations of the
Issuer, ranking on a parity with all other unsecured and unsubordinated
obligations of the Issuer, and the Guarantees will be senior obligations of TWC
and TBS and will be direct unsecured obligations of TWC and TBS, ranking on a
parity with all other unsecured and unsubordinated obligations of TWC and TBS.
Each of the Issuer, TWC and TBS is a holding company and the Debt Securities and
the Guarantees will be effectively subordinated to all existing and future
liabilities, including indebtedness, of the subsidiaries of the Issuer, TWC and
TBS, respectively. See 'Holding Company Structure'.
CERTAIN COVENANTS
Limitation on Liens. The Indenture provides that neither the Issuer nor any
Material Subsidiary of the Issuer shall incur, create, issue, assume, guarantee
or otherwise become liable for any indebtedness for money borrowed that is
secured by a lien on any asset now owned or hereafter acquired by it unless the
Issuer makes or causes to be made effective provision whereby the Debt
Securities will be secured by such lien equally and ratably with (or prior to)
all other indebtedness thereby secured so long as any such indebtedness shall be
secured. The foregoing restriction does not apply to the following:
(i) liens existing as of the date of the Indenture;
(ii) liens created by Subsidiaries of the Issuer to secure
indebtedness of such Subsidiaries to the Issuer or to one or more other
Subsidiaries of the Issuer;
(iii) liens affecting property of a person existing at the time it
becomes a Subsidiary of the Issuer or at the time it merges into or
consolidates with the Issuer or a Subsidiary of the Issuer or at the time
of a sale, lease or other disposition of all or substantially all of the
properties of such person to the Issuer or its Subsidiaries;
(iv) liens on property existing at the time of the acquisition thereof
or incurred to secure payment of all or a part of the purchase price
thereof or to secure Indebtedness incurred prior to, at the time of, or
within one year after the acquisition thereof for the purpose of financing
all or part of the purchase price thereof;
(v) liens on any property to secure all or part of the cost of
improvements or construction thereon or indebtedness incurred to provide
funds for such purpose in a principal amount not exceeding the cost of such
improvements or construction;
(vi) liens consisting of or relating to the sale, transfer or
financing of motion pictures, video and television programs, sound
recordings, books or rights with respect thereto or with so-called tax
shelter groups or other third-party investors in connection with the
financing of such motion
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pictures, video and television programming, sound recordings or books in
the ordinary course of business and the granting to the Issuer or any of
its Subsidiaries of rights to distribute such motion pictures, video and
television programming, sound recordings or books; provided, however, that
no such lien shall attach to any asset or right of the Issuer or its
Subsidiaries (other than (1) the motion pictures, video and television
programming, sound recordings, books or rights which were sold, transferred
to or financed by the tax shelter group or third-party investors in
question or the proceeds arising therefrom and (2) the stock or equity
interests of a Subsidiary substantially all of the assets of which consist
of such motion pictures, video and television programming, sound
recordings, books or rights and related proceeds);
(vii) liens on shares of stock, indebtedness or other securities of a
Person that is not a Subsidiary;
(viii) liens on Works which either (1) existed in such Works before
the time of their acquisition and were not created in anticipation thereof,
or (2) were created solely for the purpose of securing obligations to
financiers, producers, distributors, exhibitors, completion guarantors,
inventors, copyright holders, financial institutions or other participants
incurred in the ordinary course of business in connection with the
acquisition, financing, production, completion, distribution or exhibition
of Works.
(ix) any lien on the office building and hotel complex located in
Atlanta, Georgia known as the CNN Center Complex, including the parking
decks for such complex (to the extent such parking decks are owned or
leased by the Issuer or its Subsidiaries), or any portion thereof and all
property rights therein and the products, revenues and proceeds therefrom
created as part of any mortgage financing or sale-leaseback of the CNN
Center Complex;
(x) liens on satellite transponders and all property rights therein
and the products, revenues and proceeds therefrom which secure obligations
incurred in connection with the acquisition, utilization or operation of
such satellite transponders or the refinancing of any such obligations;
(xi) restrictions on the Atlanta National League Baseball Club, Inc.
and Atlanta Hawks, Ltd and their respective assets imposed by Major League
Baseball or the Commissioner of Baseball, and the National Basketball
Association, respectively, including, without limitation, restrictions on
the transferability of the Issuer's or any of its Subsidiaries' interests
therein;
(xii) liens on capital leases entered into after the date of the
Indenture provided that such liens extend only to the property or assets
that are the subject of such capital leases;
(xiii) Liens resulting from progress payments or partial payments
under United States government contracts or subcontracts;
(xiv) other liens arising in connection with indebtedness of the
Issuer and its Subsidiaries in an aggregate principal amount for the Issuer
and its Subsidiaries not exceeding at the time such lien is issued, created
or assumed the greater of (A) 10% of the Consolidated Net Worth of the
Issuer and (B) $500 million; and
(xv) any extensions, renewal or replacement of any lien referred to in
the foregoing clauses (i) through (xiv) inclusive, or of any indebtedness
secured thereby; provided that the principal amount of indebtedness secured
thereby shall not exceed the principal amount of indebtedness so secured at
the time of such extension, renewal or replacement, or at the time the lien
was issued, created or assumed or otherwise permitted, and that such
extension, renewal or replacement lien shall be limited to all or part of
substantially the same property which secured the lien extended, renewed or
replaced (plus improvements on such property). (Section 10.06)
Limitation on Merger, Consolidation and Certain Sales of Assets. The
Indenture provides that neither the Issuer, TWC nor TBS will merge or
consolidate with or into, or convey or transfer its property substantially as an
entirety to, any Person unless (a) (i) in the case of the Issuer, such successor
Person is organized and existing under the laws of the United States or any
State thereof or the District of Columbia and (ii) in the case of TWC or TBS,
such successor Person is either the Issuer or a Person organized and existing
under the laws of the United States or any State thereof or the District of
Columbia, (b) (i) in the case of the Issuer, such successor Person assumes the
Issuer's obligations under
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the Indenture and the Debt Securities on the same terms and conditions and (ii)
in the case of TWC or TBS, such successor Person assumes TWC's or TBS's
obligations under the Indenture and the Guarantees on the same terms and
conditions and (c) immediately after giving effect to such transactions, there
is no default under the Indenture. (Sections 8.01 and 8.02)
Other than the restrictions in the Indenture on liens described above, the
Indenture and the Debt Securities do not contain any covenants or other
provisions designed to afford Holders of Debt Securities protection in the event
of a recapitalization or highly leveraged transaction involving the Issuer.
Any additional covenants of the Issuer, TWC or TBS pertaining to a series
of Debt Securities will be set forth in a Prospectus Supplement relating to such
series of Debt Securities.
CERTAIN DEFINITIONS
The following are certain of the terms defined in the Indenture:
'Consolidated Net Worth' means, with respect to the Issuer, at the
date of any determination, the consolidated stockholders' or owners' equity
of the Issuer and its Subsidiaries, determined on a consolidated basis in
accordance with GAAP consistently applied.
'GAAP' means generally accepted accounting principles as such
principles are in effect as of the date of the Indenture.
'Material Subsidiary' means, with respect to the Issuer, any Person
that is a Subsidiary if at the end of the most recent fiscal quarter of the
Issuer, the aggregate amount, determined in accordance with GAAP
consistently applied, of securities of, loans and advances to, and other
investments in, such Person held by the Issuer and its other Subsidiaries
exceeded 10% of the Issuer's Consolidated Net Worth.
'Person' means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.
'Subsidiary' means, with respect to any Person, any corporation more
than 50% of the voting stock of which is owned directly or indirectly by
such Person, and any partnership, association, joint venture or other
entity in which such Person owns more than 50% of the equity interests or
has the power to elect a majority of the board of directors or other
governing body.
'Works' means motion pictures, video, television, interactive or
multi-media programming, audio-visual works, sound recordings, books and
other literary or written material, any software, copyright or other
intellectual property related thereto, acquired directly or indirectly
after the date of the Indenture by purchase, business combination,
production, creation or otherwise, any component of the foregoing or rights
with respect thereto, and all improvements thereon, products and proceeds
thereof and revenues derived therefrom.
DEFEASANCE
The Indenture provides that the Issuer (and to the extent applicable, TWC
and TBS), at its option, (a) will be Discharged from any and all obligations in
respect of any series of Debt Securities (except in each case for certain
obligations to register the transfer or exchange of Debt Securities, replace
stolen, lost or mutilated Debt Securities, maintain paying agencies and hold
moneys for payment in trust) or (b) need not comply with the covenants described
above under 'Certain Covenants' and any other restrictive covenants described in
a Prospectus Supplement relating to such series of Debt Securities, and certain
Events of Default (other than those arising out of the failure to pay interest
or principal on the Debt Securities of a particular series and certain events of
bankruptcy, insolvency and reorganization) will no longer constitute Events of
Default with respect to such series of Debt Securities, in each case if the
Issuer deposits with the applicable Trustee, in trust, money or the equivalent
in securities of the government which issued the currency in which the Debt
Securities are denominated or government agencies backed by the full faith and
credit of such government, or a combination thereof, which through the payment
of interest thereon and principal thereof in accordance
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with their terms will provide money in an amount sufficient to pay all the
principal (including any mandatory sinking fund payments) of, and interest on,
such series on the dates such payments are due in accordance with the terms of
such series. To exercise any such option, the Issuer is required, among other
things, to deliver to the Trustee an opinion of counsel to the effect that (i)
the deposit and related defeasance would not cause the Holders of such series to
recognize income, gain or loss for Federal income tax purposes and, in the case
of a Discharge pursuant to clause (a), accompanied by a ruling to such effect
received from or published by the United States Internal Revenue Service and
(ii) the creation of the defeasance trust will not violate the Investment
Company Act of 1940, as amended. In addition, the Issuer is required to deliver
to the Trustee an Officers' Certificate stating that such deposit was not made
by the Issuer with the intent of preferring the Holders over other creditors of
the Issuer or with the intent of defeating, hindering, delaying or defrauding
creditors of the Issuer or others. (Article IV)
EVENTS OF DEFAULT, NOTICE AND WAIVER
The Indenture provides that, if an Event of Default specified therein with
respect to any series of Debt Securities issued thereunder shall have happened
and be continuing, either the Trustee thereunder or the Holders of 25% in
aggregate principal amount of the outstanding Debt Securities of such series (or
25% in aggregate principal amount of all outstanding Debt Securities under the
Indenture, in the case of certain Events of Default affecting all series of Debt
Securities under the Indenture) may declare the principal of all the Debt
Securities of such series to be due and payable. (Section 5.02)
Events of Default in respect of any series are defined in the Indenture as
being: (i) default for 30 days in payment of any interest installment with
respect to such series; (ii) default in payment of principal of, or premium, if
any, on, or any sinking fund or analogous obligation with respect to, Debt
Securities of such series when due at their stated maturity, by declaration or
acceleration, when called for redemption or otherwise; (iii) default for 90 days
after notice to the Issuer (or TWC or TBS, if applicable) by the Trustee
thereunder or by Holders of 25% in aggregate principal amount of the outstanding
Debt Securities of such series in the performance of any covenant pertaining to
Debt Securities of such series; (iv) failure to pay when due, upon final
maturity or upon acceleration, the principal amount of any indebtedness for
money borrowed of the Issuer, TWC or TBS in excess of $50 million, if such
indebtedness is not discharged, or such acceleration is not annulled, within 60
days after written notice; (v) certain events of bankruptcy, insolvency and
reorganization with respect to the Issuer or any Material Subsidiary thereof
which is organized under the laws of the United States or any political
sub-division thereof and (vi) any Guarantee, ceasing to be, or asserted by any
Guarantor as not being, in full force and effect, enforceable according to its
terms, except to the extent contemplated by the Indenture. (Section 5.01)
Any additions, deletions or other changes to the Events of Default which
will be applicable to a series of Debt Securities will be described in the
Prospectus Supplement relating to such series of Debt Securities.
The Indenture provides that the Trustee thereunder will, within 90 days
after the occurrence of a default with respect to the Debt Securities of any
series, give to the Holders of the Debt Securities of such series notice of all
uncured and unwaived defaults known to it; provided that, except in the case of
default in the payment of principal of, premium, if any, or interest, if any, on
any of the Debt Securities of such series, the Trustee thereunder will be
protected in withholding such notice if it in good faith determines that the
withholding of such notice is in the interests of the Holders of the Debt
Securities of such series. The term 'default' for the purpose of this provision
means the happening of any of the Events of Default specified above, except that
any grace period or notice requirement is eliminated. (Section 6.02)
The Indenture contains provisions entitling the Trustee, subject to the
duty of the Trustee during an Event of Default to act with the required standard
of care, to be indemnified by the Holders of the Debt Securities before
proceeding to exercise any right or power under the Indenture at the request of
Holders of the Debt Securities. (Section 6.03)
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The Indenture provides that the Holders of a majority in aggregate
principal amount of the outstanding Debt Securities of any series may direct the
time, method and place of conducting proceedings for remedies available to the
Trustee or exercising any trust or power conferred on the Trustee in respect of
such series, subject to certain conditions. (Section 5.12)
In certain cases, the Holders of a majority in principal amount of the
outstanding Debt Securities of any series may on behalf of the Holders of all
Debt Securities of such series waive any past default or Event of Default with
respect to the Debt Securities of such series except, among other things, a
default not theretofore cured in payment of the principal of, or premium, if
any, or interest, if any, on any of the Debt Securities of such series. (Section
5.13)
The Indenture includes a covenant that the Issuer will file annually with
the Trustee a certificate of no default or specifying any default that exists.
(Section 10.04)
MODIFICATION OF THE INDENTURE
The Issuer and the Trustee may, without the consent of the Holders of the
Debt Securities, enter into indentures supplemental to the Indenture for, among
others, one or more of the following purposes: (i) to evidence the succession of
another Person to the Issuer, TWC or TBS, and the assumption by such successor
of the Issuer's, TWC's or TBS's obligations under the Indenture and the Debt
Securities of any series or the Guarantees relating thereto; (ii) to add
covenants of the Issuer, TWC or TBS, or surrender any rights of the Issuer, TWC
or TBS, for the benefit of the Holders of Debt Securities of any or all series;
(iii) to cure any ambiguity, or correct any inconsistency in the Indenture;
(iv) to evidence and provide for the acceptance of any successor Trustee with
respect to one or more series of Debt Securities or to facilitate the
administration of the trusts thereunder by one or more trustees in accordance
with the Indenture; (v) to establish the form or terms of any series of Debt
Securities; and (vi) to provide any additional Events of Default. (Section 9.01)
The Indenture contains provisions permitting the Issuer and the Trustee
thereunder, with the consent of the Holders of a majority in principal amount of
the outstanding Debt Securities of all series to be affected voting as a single
class, to execute supplemental indentures adding any provisions to or changing
or eliminating any of the provisions of the Indenture or modifying the rights of
the Holders of the Debt Securities of such series to be affected, except that no
such supplemental indenture may, without the consent of the Holders of affected
Debt Securities, among other things, change the fixed maturity of any Debt
Securities, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce the number of shares of any
common stock or other securities to be delivered by the Issuer in respect of a
conversion of any convertible Debt Securities, or amend or modify the terms of
either Guarantee in a manner adverse to the Holders or reduce the aforesaid
percentage of Debt Securities of any series the consent of the Holders of which
is required for any such supplemental indenture. (Section 9.02)
THE TRUSTEE
The Chase Manhattan Bank is the Trustee under the Indenture. The Trustee is
a depository for funds and performs other services for, and transacts other
banking business with, the Company in the normal course of business.
GOVERNING LAW
The Indenture will be governed by, and construed in accordance with, the
laws of the State of New York.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a depository (the 'Depository') identified in the Prospectus Supplement
relating to such series. Global Securities may be issued only in fully
registered form and in either temporary or permanent form. Unless and until it
is exchanged in whole or in part for the individual Debt Securities represented
thereby, a Global Security may not be transferred except as a whole by the
Depository for such Global Security to a nominee of such Depository or by a
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nominee of such Depository to such Depository or another nominee of such
Depository or by the Depository or any nominee of such Depository to a successor
Depository or any nominee of such successor.
The specific terms of the depository arrangement with respect to a series
of Debt Securities will be described in the Prospectus Supplement relating to
such series. Unless otherwise specified in the Prospectus Supplement, the Issuer
anticipates that the following provisions will apply to depository arrangements.
Upon the issuance of a Global Security, the Depository for such Global
Security or its nominee will credit on its book-entry registration and transfer
system the respective principal amounts of the individual Debt Securities
represented by such Global Security to the accounts of persons that have
accounts with such Depository ('Participants'). Such accounts shall be
designated by the underwriters, dealers or agents with respect to such Debt
Securities or by the Issuer if such Debt Securities are offered and sold
directly by the Issuer. Ownership of beneficial interests in a Global Security
will be limited to Participants or persons that may hold interests through
Participants. Ownership of beneficial interests in such Global Security will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the applicable Depository or its nominee (with respect to
interests of Participants) and records of Participants (with respect to
interests of persons who hold through Participants). The laws of some states
require that certain purchasers of securities take physical delivery of such
securities in definitive form. Such limits and such laws may impair the ability
to own, pledge or transfer beneficial interests in a Global Security.
So long as the Depository for a Global Security or its nominee is the
registered owner of such Global Security, such Depository or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture. Except as provided below, owners of beneficial interests in a Global
Security will not be entitled to have any of the individual Debt Securities of
the series represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of any such Debt
Securities of such series in definitive form and will not be considered the
owners or holders thereof under the Indenture. Accordingly, each person owning a
beneficial interest in a Global Security must rely on the procedures of the
Depository for such Global Security and, if such person is not a Participant, on
the procedures of the Participant through which such person owns its interest,
to exercise any rights of a holder under the Indenture. The Issuer understands
that under existing industry practices, if the Issuer requests any action of
holders or if an owner of a beneficial interest in a Global Security desires to
give or take any action which a holder is entitled to give or take under the
Indenture, the Depository for such Global Security would authorize the
Participants holding the relevant beneficial interests to give or take such
action, and such Participants would authorize beneficial owners owning through
such Participants to give or take such action or would otherwise act upon the
instructions of beneficial owners holding through them.
Payments of principal of and any premium and any interest on individual
Debt Securities represented by a Global Security registered in the name of a
Depository or its nominee will be made to the Depository or its nominee, as the
case may be, as the registered owner of the Global Security representing such
Debt Securities. None of the Issuer, the Trustee, any paying agent or the
registrar for such Debt Securities will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial
ownership interests in the Global Security for such Debt Securities or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
The Issuer expects that the Depository for a series of Debt Securities or
its nominee, upon receipt of any payment of principal, premium or interest in
respect of a permanent Global Security representing any of such Debt Securities,
immediately will credit Participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such Global Security for such Debt Securities as shown on the records of such
Depository or its nominee. The Issuer also expects that payments by Participants
to owners of beneficial interests in such Global Security held through such
Participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in bearer
form or registered in 'street name'. Such payments will be the responsibility of
such Participants.
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If a Depository for a series of Debt Securities is at any time unwilling,
unable or ineligible to continue as depository and a successor depository is not
appointed by the Issuer within 90 days, the Issuer will issue individual Debt
Securities of such series in exchange for the Global Security representing such
series of Debt Securities. In addition, the Issuer may, at any time and in its
sole discretion, subject to any limitations described in the Prospectus
Supplement relating to such Debt Securities, determine not to have any Debt
Securities of such series represented by one or more Global Securities and, in
such event, will issue individual Debt Securities of such series in exchange for
the Global Security or Securities representing such series of Debt Securities.
Individual Debt Securities of such series so issued will be issued in
denominations, unless otherwise specified by the Issuer, of $1,000 and integral
multiples thereof. Any Debt Securities issued in definitive form in exchange for
a Global Security will be registered in such name or names as the Depository
shall instruct the Trustee. It is expected that such instructions will be based
upon directions received by the Depository from Participants with respect to
ownership of beneficial interests in such Global Security.
HOLDING COMPANY STRUCTURE
Each of the Issuer, TWC and TBS is a holding company, the assets of which
consist primarily of investments in its consolidated and unconsolidated
subsidiaries. The assets of the Issuer consist primarily of its investment in
TWC and TBS. The assets of TWC consist primarily of its investments in its
consolidated and unconsolidated subsidiaries, including TWE. Although the assets
of TBS consist primarily of investments in its consolidated and unconsolidated
subsidiaries, TBS also directly owns certain assets that are used in the
operation of WTBS, a television station in Atlanta, Georgia and TBS, a
copyright-paid cable programming service and certain retail stores that together
represent less than 5% of the consolidated assets of TBS at June 30, 1998. A
substantial portion of the consolidated liabilities of the Issuer, TWC and TBS
have been incurred by subsidiaries. TWE, which is not consolidated with either
the Issuer or TWC for financial reporting purposes, also has substantial
indebtedness and other liabilities. The rights of the Issuer, TWC and TBS and
the rights of their creditors, including Holders of Debt Securities, to
participate in the distribution of assets of any person in which the Issuer, TWC
or TBS owns an equity interest (including any subsidiary and TWE) upon such
person's liquidation or reorganization will be subject to prior claims of such
person's creditors, including trade creditors, except to the extent that the
Issuer, TWC or TBS may be a creditor with recognized claims against such person
(in which case the claims of the Issuer, TWC and TBS would still be subject to
the prior claims of any secured creditor of such person and of any holder of
indebtedness of such person that is senior to that held by the Issuer, TWC or
TBS). Accordingly, the Holders of Debt Securities may be deemed to be
effectively subordinated to such claims. As of June 30, 1998, the consolidated
and unconsolidated subsidiaries of the Issuer (excluding TWC and TBS), TWC and
TBS had an aggregate of approximately $20 billion of outstanding liabilities,
including indebtedness.
The ability of each of the Issuer, TWC and TBS to service its indebtedness
and other obligations, including the Debt Securities and the Guarantees,
respectively, and the ability of each of them to pay dividends on its common
and/or preferred stock is dependent primarily upon the earnings and cash flow of
their respective consolidated and unconsolidated subsidiaries and the
distribution or other payment to them of such earnings and cash flow.
The TWE Agreement of Limited Partnership and its bank credit facilities
limit distributions and other transfers of funds to the Issuer and TWC.
PLAN OF DISTRIBUTION
The Issuer may sell the Debt Securities to one or more underwriters or
dealers for public offering and sale by them or may sell the Debt Securities to
investors directly or through agents. The Prospectus Supplement with respect to
the Debt Securities offered thereby describes the terms of the offering of such
Debt Securities and the method of distribution of the Debt Securities offered
thereby and identifies any firms acting as underwriters, dealers or agents in
connection therewith.
The Debt Securities may be distributed from time to time in one or more
transactions at a fixed price or prices (which may be changed) or at prices
determined as specified in the Prospectus Supplement. In connection with the
sale of the Debt Securities, underwriters, dealers or agents may be deemed to
have received compensation from the Issuer in the form of underwriting discounts
or
13
<PAGE>
<PAGE>
commissions and may also receive commissions from purchasers of the Debt
Securities for whom they may act as agent. Underwriters may sell the Debt
Securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters or
commissions from the purchasers for whom they may act as agent. Certain of the
underwriters, dealers or agents who participate in the distribution of the Debt
Securities may engage in other transactions with, and perform other services
for, the Issuer, TWC and TBS in the ordinary course of business.
Any underwriting compensation paid by the Issuer to underwriters or agents
in connection with the offering of the Debt Securities, and any discounts,
concessions or commissions allowed by underwriters to dealers, are set forth in
the Prospectus Supplement. Underwriters, dealers and agents participating in the
distribution of the Debt Securities may be deemed to be underwriters, and any
discounts and commissions received by them and any profit realized by them on
the resale of the Debt Securities may be deemed to be underwriting discounts and
commissions under the Securities Act. Underwriters and their controlling
persons, dealers and agents may be entitled, under agreements entered into with
the Issuer, to indemnification against and contribution toward certain civil
liabilities, including liabilities under the Securities Act.
LEGAL OPINIONS
Certain legal matters in connection with the Debt Securities will be passed
upon for the Issuer, TWC and TBS by Cravath, Swaine & Moore, Worldwide Plaza,
825 Eighth Avenue, New York, New York and for the Underwriters, if any, named in
a Prospectus Supplement, by Shearman & Sterling, 599 Lexington Avenue, New York,
New York.
EXPERTS
The consolidated financial statements and schedules of the Issuer and TWE
appearing in the Issuer's 1997 Form 10-K have been audited by Ernst & Young LLP,
Independent Auditors, as set forth in their reports thereon included therein and
incorporated herein by reference. Such consolidated financial statements and
schedules are incorporated herein by reference in reliance upon such reports
given upon the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of TBS, as of December 31, 1994 and
1995, and for the three years in the period ended December 31, 1995,
incorporated by reference in this Prospectus from the Issuer's 1997 Form 10-K,
have been audited by PricewaterhouseCoopers LLP, Independent Accountants, as set
forth in their reports thereon included therein and incorporated herein by
reference. Such financial statements are incorporated herein by reference in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.
No person is authorized to give any information or to make any
representations other than those contained in this Prospectus or any
accompanying Prospectus Supplement in connection with the offer made by this
Prospectus or any Prospectus Supplement, and, if given or made, such other
information or representations must not be relied upon as having been authorized
by the Issuer, TWC or TBS or by any underwriter, dealer or agent. This
Prospectus and any Prospectus Supplement do not constitute an offer to sell or a
solicitation of an offer to buy any securities other than those to which they
relate. Neither the delivery of this Prospectus and any accompanying Prospectus
Supplement nor any sale of or offer to sell the Debt Securities offered hereby
shall, under any circumstances, create an implication that there has been no
change in the affairs of the Issuer, TWC or TBS or that the information herein
is correct as of any time after the date hereof. This Prospectus and any
accompanying Prospectus Supplement do not constitute an offer to sell or a
solicitation of an offer to buy any of the Debt Securities offered hereby in any
State to any person to whom it is unlawful to make such offer or solicitation in
such State.
14
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following statement sets forth the estimated amounts of expenses, other
than underwriting, discounts, to be borne by the registrants in connection with
the distribution of the Debt Securities and the Guarantees.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............................. $ 472,000
Trustee's fees.................................................................. 40,000
Printing and engraving expenses................................................. 150,000
Rating agency fees.............................................................. 500,000
Accounting fees and expenses.................................................... 100,000
Legal fees and expenses......................................................... 200,000
Miscellaneous expenses.......................................................... 38,000
----------
Total expenses.................................................................. $1,500,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Issuer and TWC
Section 145 of the Delaware General Corporation law (the 'DGCL') provides
that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation -- a
'derivative action'), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceedings, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) actually and reasonably incurred
in connection with the defense or settlement of such action, and the statute
requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation. The statute
provides that it is not exclusive of other indemnification that may be granted
by a corporation's charter, by-laws, disinterested director vote, stockholder
vote, agreement or otherwise.
Each of the Issuer's and TWC's By-laws require indemnification to the
fullest extent permitted under Delaware law of any person who is or was a
director or officer of the Issuer who is or was involved or threatened to be
made so involved in any action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that such person is or
was serving as a director, officer or employee of the Issuer or TWC or any
predecessor of the Issuer or TWC or was serving at the request of the Issuer or
TWC as a director, officer or employee of any other enterprise.
Section 102(b)(7) of the DGCL permits a provision in the certificate of
incorporation of each corporation organized thereunder, such as the Issuer and
TWC, eliminating or limiting, with certain exceptions, the personal liability of
a director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director. Section 1, Article X of the Issuer's and
Article VIII of TWC's Restated Certificate of Incorporation eliminates the
liability of directors to the extent permitted by Section 102(b)(7) of the DGCL.
The foregoing statements are subject to the detailed provisions of Sections
145 and 102(b)(7) of the DGCL, the Issuer's and TWC's By-laws and Section 1,
Article X of the Issuer's and Article VIII of TWC's Restated Certificate of
Incorporation, as applicable.
The Directors' and Officers' Liability and Reimbursement Insurance Policy
of the Issuer is designed to reimburse each of the registrants for any payments
made by each pursuant to the foregoing indemnification. The policy has coverage
of $50,000,000.
II-1
<PAGE>
<PAGE>
TBS
TBS's By-laws provide for indemnification of directors and officers of TBS
against expenses (including attorneys' fees), judgments, fines, settlements and
other amounts actually incurred in connection with any proceeding arising by
reason of the fact that such person is or was an officer or director of TBS.
TBS's By-laws provide for indemnification of directors and officers of TBS
in connection with or resulting from any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, in which he or she may become involved by reason of his or her
being or having been a director or officer, or by reason of any action taken or
not taken in his or her capacity as such director or officer or as a member of
any committee appointed by the Board of Directors of TBS to act for, in the
interest of, or on behalf of TBS provided such person acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interests of TBS and, in addition, with respect to any criminal action or
proceeding, did not have reasonable cause to believe that his or her conduct was
unlawful.
Indemnification is mandatory in the case of a director or officer who is
wholly successful on the merits or otherwise with respect to any claim, action,
suit or proceeding of the character described above. In other cases, the
determination whether to indemnify a director or officer is made by a majority
of disinterested directors, a majority of disinterested shareholders, or
independent legal counsel selected by any Judge of the United States District
Court for the Northern District of Georgia, Atlanta Division, at the request of
either TBS or the person seeking indemnification.
TBS's Articles of Incorporation provide that a director of the Company will
not be personally liable to TBS or its shareholders for monetary damages for
breach of duty of care or other duty as a director, except for liability (i) for
any appropriation, in violation of the director's duties, of any business
opportunity of the Company, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of law, (iii) for
making a distribution in violation of Section 14-2-831 of the Georgia Business
Corporation Code or (iv) for any transaction from which the director derived an
improper personal benefit.
TBS has insurance to indemnify its directors and officers, subject to the
limits contained in those policies, from those liabilities in respect of which
such indemnification insurance is permitted under the laws of the State of
Georgia.
ITEM 16. EXHIBITS
<TABLE>
<C> <C> <S>
1 -- Proposed form of Underwriting Agreement (filed as Exhibit 1 to the Issuer's Registration Statement on Form
S-3 (Registration No. 333-44255) filed with the Commission on January 14, 1998).*
4.1 -- Indenture dated as of June 1, 1998 among the Issuer, TWC, TBS and The Chase Manhattan Bank, as Trustee
(filed as Exhibit 4 to the Issuer's Quarterly Report on Form 10-Q filed with the Commission on August 11,
1998).*
5 -- Opinion of Cravath, Swaine & Moore.**
12.1 -- Statement regarding the computation of the ratio of earnings to fixed charges of the Issuer.**
12.2 -- Statement regarding the computation of the ratio of earnings to fixed charges of TWC.**
12.3 -- Statement regarding the computation of the ratio of earnings to fixed charges of TBS.**
23.1 -- Consent of Ernst & Young LLP, Independent Auditors.**
23.2 -- Consent of Counsel (included in Exhibit 5).
23.3 -- Consent of PricewaterhouseCoopers LLP, Independent Accountants.**
24.1 -- Power of Attorney of the Issuer.**
24.2 -- Power of Attorney of TWC.**
24.3 -- Power of Attorney of TBS.**
25 -- Statement of Eligibility and Qualification on Form T-1 of The Chase Manhattan Bank with respect to the
Issuer, TWC and TBS.**
</TABLE>
- ------------
* Incorporated by reference.
** Filed herewith.
II-2
<PAGE>
<PAGE>
ITEM 17. UNDERTAKINGS
A. UNDERTAKINGS PURSUANT TO RULE 415
The undersigned registrants hereby undertake:
(a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the 'Calculation of
Registration Fee' table in the effective registration statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrants
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement;
(b) that, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(c) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. UNDERTAKING REGARDING FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS
BY REFERENCE
The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of any of the
registrants' annual reports pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. UNDERTAKING IN RESPECT OF INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrants pursuant to the provisions described in Item 15 above, or otherwise,
the registrants have been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrants of expenses
incurred or paid by a director, officer or controlling person of the registrants
in the successful defense of any action, suit or proceeding) is asserted by such
officer, director or controlling person in connection with the securities being
registered, the registrants will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether or not such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-3
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on August 11, 1998.
TIME WARNER INC.
By: /s/ JOHN A. LABARCA
.................................
NAME: JOHN A. LABARCA
TITLE: SENIOR VICE PRESIDENT AND
CONTROLLER
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below on August 11, 1998 by the
following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE
- ------------------------------------------ ---------------------------------------------------------------------
<C> <S>
* (i) Director, Chairman of the Board and Chief Executive Officer
.........................................
(GERALD M. LEVIN)
* (ii) Executive Vice President and Chief Financial Officer
.........................................
(RICHARD J. BRESSLER)
/S/ JOHN A. LABARCA (iii) Senior Vice President and Controller
.........................................
(JOHN A. LABARCA)
* (iv) Directors
.........................................
(MERV ADELSON)
*
.........................................
(J. CARTER BACOT)
*
.........................................
(STEPHEN F. BOLLENBACH)
*
.........................................
(JOHN C. DANFORTH)
*
.........................................
(BEVERLY SILLS GREENOUGH)
*
.........................................
(GERALD GREENWALD)
*
.........................................
(CARLA A. HILLS)
*
.........................................
(REUBEN MARK)
*
.........................................
(MICHAEL A. MILES)
</TABLE>
II-4
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE
- ------------------------------------------ ---------------------------------------------------------------------
<C> <S>
*
.........................................
(RICHARD D. PARSONS)
*
.........................................
(R. E. TURNER)
*
.........................................
(FRANCIS T. VINCENT, JR.)
*By: /s/ JOHN A. LABARCA
.........................................
(ATTORNEY-IN-FACT)
</TABLE>
II-5
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on August 11, 1998.
TIME WARNER COMPANIES, INC.
By: /s/ JOHN A. LABARCA
.................................
NAME: JOHN A. LABARCA
TITLE: SENIOR VICE PRESIDENT AND
CONTROLLER
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below on August 11, 1998 by the
following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE
- ------------------------------------------ ---------------------------------------------------------------------
<C> <S>
* (i) Chairman and Chief Executive Officer
.........................................
(GERALD M. LEVIN)
* (ii) Director, Executive Vice President and Chief Financial Officer
.........................................
(RICHARD J. BRESSLER)
/S/ JOHN A. LABARCA (iii) Senior Vice President and Controller
.........................................
(JOHN A. LABARCA)
* (iv) Directors
.........................................
(PETER R. HAJE)
*
.........................................
(RICHARD D. PARSONS)
*By: /s/ JOHN A. LABARCA
.........................................
(ATTORNEY-IN-FACT)
</TABLE>
II-6
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on August 11, 1998.
TURNER BROADCASTING SYSTEM, INC.
By: /s/ PETER R. HAJE
.................................
NAME: PETER R. HAJE
TITLE: VICE PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below on August 11, 1998 by the
following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE
- ------------------------------------------ ---------------------------------------------------------------------
<C> <S>
* (i) Director, Chief Executive Officer and Chairman of the Board
.........................................
(TERENCE F. MCGUIRK)
* (ii) Executive Vice President, Chief Financial and Administrative
......................................... Officer
(WAYNE H. PACE)
* (iii) Vice President, Controller and Chief Accounting Officer
.........................................
(LANDEL C. HOBBS)
* (iv) Directors
.........................................
(R. E. TURNER)
*
.........................................
(W. THOMAS JOHNSON)
*
.........................................
(RICHARD D. PARSONS)
*
.........................................
(ROBERT SHAYE)
*
.........................................
(JEFFREY L. BEWKES)
*
.........................................
(GERALD M. LEVIN)
*By: /s/ PETER R. HAJE
........................................
(ATTORNEY-IN-FACT)
</TABLE>
II-7
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT PAGE
- ------ ---------------------------------------------------------------------------------------------------- ----
<C> <S> <C>
1 -- Proposed form of Underwriting Agreement (filed as Exhibit 1 to the Issuer's Registration
Statement on Form S-3 (Registration No. 333-44255) filed with the Commission on January 14,
1998)*............................................................................................
4.1 -- Indenture dated as of June 1, 1998 among the Issuer, TWC, TBS and The Chase Manhattan Bank, as
Trustee (filed as Exhibit 4 to the Issuer's Quarterly Report on Form 10-Q filed with the
Commission on August 11, 1998)*...................................................................
5 -- Opinion of Cravath, Swaine & Moore**.............................................................
12.1 -- Statement regarding the computation of the ratio of earnings to fixed charges of the Issuer**....
12.2 -- Statement regarding the computation of the ratio of earnings to fixed charges of TWC**...........
12.3 -- Statement regarding the computation of the ratio of earnings to fixed charges of TBS**...........
23.1 -- Consent of Ernst & Young LLP, Independent Auditors**.............................................
23.2 -- Consent of Counsel (included in Exhibit 5).......................................................
23.3 -- Consent of PricewaterhouseCoopers LLP, Independent Accountants**.................................
24.1 -- Power of Attorney of the Issuer**................................................................
24.2 -- Power of Attorney of TWC**.......................................................................
24.3 -- Power of Attorney of TBS**.......................................................................
25 -- Statement of Eligibility and Qualification on Form T-1 of The Chase Manhattan Bank with respect
to the Issuer, TWC and TBS**......................................................................
</TABLE>
- ------------
* Incorporated by reference.
** Filed herewith.
<PAGE>
<PAGE>
[Letterhead of]
CRAVATH, SWAINE & MOORE
[New York Office]
August 11, 1998
Time Warner Inc.
Time Warner Companies, Inc.
Turner Broadcasting System, Inc.
Ladies and Gentlemen:
We have acted as counsel for Time Warner Inc., a Delaware corporation
(the "Issuer"), Time Warner Companies, Inc., a Delaware corporation ("TWC") and
Turner Broadcasting System, Inc., a Georgia corporation ("TBS" and, together
with TWC, the "Guarantors"), in connection with the Registration Statement on
Form S-3 (the "Registration Statement") being filed by the Issuer and the
Guarantors with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
(i) the debt securities of the Issuer (the "Debt Securities") and (ii) the
guarantees of the Debt Securities by the Guarantors (the "Guarantees"). The Debt
Securities and the Guarantees will be issued under the Indenture dated as of
June 1, 1998 (the "Indenture"), among the Issuer, the Guarantors and The Chase
Manhattan Bank (the "Trustee"), as Trustee, filed as Exhibit 4.1 to the
Registration Statement.
In connection with the foregoing, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for the purposes of this opinion, including (a) the Certificate of
Incorporation, as amended, of each of the Issuer, TWC and TBS, (b) the By-laws,
as amended, of each of the Issuer, TWC and TBS, (c) the Indenture, (d) the form
of the Debt Securities, (e) the resolutions of the Board of Directors of each of
the Issuer, TWC and TBS authorizing the registration of the Debt Securities and
the Guarantees and
<PAGE>
<PAGE>
2
(f) certain resolutions adopted by the Board of Directors of each of the Issuer,
TWC and TBS.
Based upon the foregoing and subject to the qualifications hereinafter
set forth, we are of opinion that:
1. The Issuer is a corporation validly existing and in good
standing under the laws of State of Delaware.
2. TWC is a corporation validly existing and in good
standing under the laws of the State of Delaware.
3. TBS is a corporation validly existing and in good
standing under the laws of the State of Georgia.
4. The Indenture has been duly authorized, executed and
delivered, and the Debt Securities, when duly authorized, issued,
authenticated and delivered in accordance with the terms of the
Indenture, and the Guarantees related thereto, will constitute
legal, valid and binding obligations of the Issuer and the
Guarantors, respectively, entitled to the benefits of the
Indenture and enforceable against the Issuer and the Guarantors,
respectively, in accordance with their respective terms.
The opinion set forth above in paragraph 4 is qualified to the extent
we have assumed the due execution and delivery of the Indenture by the Trustee
pursuant to appropriate corporate authority.
Our opinion set forth above in paragraph 4 is subject to applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and
other similar laws affecting creditors' rights generally from time to time in
effect. The enforceability of the Issuer's and the Guarantors' obligations is
also subject to general principles of equity, including, without limitation,
concepts of materiality, reasonableness, good faith and fair dealing, regardless
of whether such enforceability is considered in a proceeding in equity or at
law.
Our opinion set forth above in paragraphs 3 and 4 in so far as it
involves matters of law of the State of Georgia is qualified to the extent we
have relied upon the opinion dated of even date herewith of Louise S. Sams,
Esq.,
<PAGE>
<PAGE>
3
Vice President and General Counsel of TBS (the "Sams Opinion"), a copy of
which has been delivered to you, and we have assumed, without independent
investigation, the correctness of, and take no responsibility for, the Sams
Opinion.
We are aware that we are referred to under the heading "Legal
Opinions" in the prospectus forming a part of the Registration Statement, and we
hereby consent to such use of our name therein and the filing of this opinion as
Exhibit 5 to the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act or the Rules and Regulations of
the Commission promulgated thereunder.
Very truly yours,
CRAVATH SWAINE & MOORE
Time Warner Inc.
Time Warner Companies, Inc.
Turner Broadcasting System, Inc.
75 Rockefeller Plaza
New York, NY 10019
337A
<PAGE>
<PAGE>
EXHIBIT 12.1
TIME WARNER INC.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-----------------
1998 1997
------- ------
(IN MILLIONS,
EXCEPT RATIOS)
<S> <C> <C>
Earnings:
Net income (loss) before
income taxes and
extraordinary items..... $ 223 $ 327
Interest expense.......... 455 534
Amortization of
capitalized interest.... 5 11
Portion of rents
representative of an
interest factor......... 46 42
Preferred stock dividend
requirements of
majority-owned
subsidiaries............ 26 36
Adjustment for partially
owned subsidiaries and
50% owned companies..... 486 462
Undistributed losses of
less than 50% owned
companies............... (4 ) 7
------- ------
Total earnings........ $1,237 $1,419
------- ------
------- ------
Fixed charges:
Interest expense.......... $ 455 $ 534
Capitalized interest...... -- 15
Portion of rents
representative of an
interest factor......... 46 42
Preferred stock dividend
requirements of
majority-owned
subsidiaries............ 26 36
Adjustment for partially
owned subsidiaries and
50% owned companies..... 337 301
------- ------
Total fixed charges... $ 864 $ 928
------- ------
------- ------
Ratio of earnings to fixed
charges..................... 1.4 x 1.5x
------- ------
------- ------
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------
HISTORICAL
----------------------------------------------
1997 1996 1995 1994 1993
------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Earnings:
Net income (loss) before
income taxes and
extraordinary items.....$ 832 $ 4 $ 2 $ 89 $ 81
Interest expense.......... 1,049 968 877 769 698
Amortization of
capitalized interest.... 18 6 2 2 --
Portion of rents
representative of an
interest factor......... 78 63 57 52 54
Preferred stock dividend
requirements of
majority-owned
subsidiaries............ 72 72 11 -- --
Adjustment for partially
owned subsidiaries and
50% owned companies..... 938 801 691 665 663
Undistributed losses of
less than 50% owned
companies............... 4 52 117 82 47
------- ------ ------ ------ ------
Total earnings........$ 2,991 $1,966 $1,757 $1,659 $1,543
------- ------ ------ ------ ------
------- ------ ------ ------ ------
Fixed charges:
Interest expense..........$ 1,049 $ 968 $ 877 $ 769 $ 698
Capitalized interest...... 15 7 4 2 --
Portion of rents
representative of an
interest factor......... 78 63 57 52 54
Preferred stock dividend
requirements of
majority-owned
subsidiaries............ 72 72 11 -- --
Adjustment for partially
owned subsidiaries and
50% owned companies..... 622 607 697 668 664
------- ------ ------ ------ ------
Total fixed charges...$ 1,836 $1,717 $1,646 $1,491 $1,416
------- ------ ------ ------ ------
------- ------ ------ ------ ------
Ratio of earnings to fixed
charges..................... 1.6x 1.1x 1.1x 1.1x 1.1x
------- ------ ------ ------ ------
------- ------ ------ ------ ------
</TABLE>
<PAGE>
<PAGE>
EXHIBIT 12.2
TIME WARNER COMPANIES, INC.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30,
-----------------
1998 1997
------ -------
(IN MILLIONS,
EXCEPT RATIOS)
<S> <C> <C>
Earnings:
Net income (loss) before
income taxes and
extraordinary items..... $ 201 $ 293
Interest expense.......... 379 465
Amortization of
capitalized interest.... 1 1
Portion of rents
representative of an
interest factor......... 31 27
Preferred stock dividend
requirements of
majority-owned
subsidiaries............ 26 36
Adjustment for partially
owned subsidiaries and
50% owned companies..... 486 462
Undistributed losses of
less than 50% owned
companies............... (8) 3
------ -------
Total earnings........ $1,116 $ 1,287
------ -------
------ -------
Fixed charges:
Interest expense.......... $ 379 $ 465
Capitalized interest...... -- --
Portion of rents
representative of an
interest factor......... 31 27
Preferred stock dividend
requirements of
majority-owned
subsidiaries............ 26 36
Adjustment for partially
owned subsidiaries and
50% owned companies..... 337 301
------ -------
Total fixed charges... $ 773 $ 829
------ -------
------ -------
Ratio of earnings to fixed
charges..................... 1.4x 1.6x
------ -------
------ -------
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------
HISTORICAL
--------------------------------------------------
1997 1996 1995 1994 1993
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Earnings:
Net income (loss) before
income taxes and
extraordinary items.....$ 681 $ (15) $ 2 $ 89 $ 81
Interest expense.......... 913 908 877 769 698
Amortization of
capitalized interest.... 2 2 2 2 --
Portion of rents
representative of an
interest factor......... 55 55 57 52 54
Preferred stock dividend
requirements of
majority-owned
subsidiaries............ 72 72 11 -- --
Adjustment for partially
owned subsidiaries and
50% owned companies..... 938 801 691 665 663
Undistributed losses of
less than 50% owned
companies............... (8 ) 50 117 82 47
------- ------- ------- ------- -------
Total earnings........$2,653 $ 1,873 $ 1,757 $ 1,659 $ 1,543
------- ------- ------- ------- -------
------- ------- ------- ------- -------
Fixed charges:
Interest expense..........$ 913 $ 908 $ 877 $ 769 $ 698
Capitalized interest...... -- 1 4 2 --
Portion of rents
representative of an
interest factor......... 55 55 57 52 54
Preferred stock dividend
requirements of
majority-owned
subsidiaries............ 72 72 11 -- --
Adjustment for partially
owned subsidiaries and
50% owned companies..... 622 607 697 668 664
------- ------- ------- ------- -------
Total fixed charges...$1,662 $ 1,643 $ 1,646 $ 1,491 $ 1,416
------- ------- ------- ------- -------
------- ------- ------- ------- -------
Ratio of earnings to fixed
charges..................... 1.6 x 1.1x 1.1x 1.1x 1.1x
------- ------- ------- ------- -------
------- ------- ------- ------- -------
</TABLE>
<PAGE>
<PAGE>
EXHIBIT 12.3
TURNER BROADCASTING SYSTEM, INC.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
SIX MONTHS
ENDED THREE MONTHS
JUNE 30, YEAR ENDED ENDED
----------------------- DECEMBER 31, DECEMBER 31,
1998 1997 1997 1996
---------- ---------- ------------ ------------
(IN MILLIONS, EXCEPT RATIOS)
<S> <C> <C> <C> <C>
Earnings:
Net income (loss) before
income taxes and
extraordinary items..... $ 94 $ 61 $265 $ 42
Interest expense.......... 99 102 211 60
Amortization of
capitalized interest.... 4 10 16 5
Portion of rents
representative of an
interest factor......... 15 12 23 8
Undistributed losses of
less than 50% owned
companies............... 4 4 12 2
----- ----- ----- -----
Total earnings........ $216 $189 $527 $117
----- ----- ----- -----
----- ----- ----- -----
Fixed charges:
Interest expense.......... $ 99 $102 $211 $ 60
Capitalized interest...... -- 14 13 6
Portion of rents
representative of an
interest factor......... 15 12 23 8
----- ----- ----- -----
Total fixed charges... $114 $128 $247 $ 74
----- ----- ----- -----
----- ----- ----- -----
Ratio of earnings to fixed
charges
(deficiency in the coverage
of fixed charges by earnings
before fixed charges)(a).... 1.9x 1.5x 2.1x 1.6x
----- ----- ----- -----
----- ----- ----- -----
<CAPTION>
NINE
MONTHS
ENDED YEAR ENDED
SEPTEMBER DECEMBER 31,
30, ------------------
1996 1995 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Earnings:
Net income (loss) before
income taxes and
extraordinary items.....$(42) $173 $ 79 $121
Interest expense..........141 209 219 195
Amortization of
capitalized interest....13 11 7 --
Portion of rents
representative of an
interest factor.........23 31 30 26
Undistributed losses of
less than 50% owned
companies...............1 16 15 16
---- ---- ---- ----
Total earnings........$136 $440 $350 $358
---- ---- ---- ----
---- ---- ---- ----
Fixed charges:
Interest expense..........$141 $209 $219 $195
Capitalized interest......16 15 14 --
Portion of rents
representative of an
interest factor.........23 31 30 26
---- ---- ---- ----
Total fixed charges...$180 $255 $263 $221
---- ---- ---- ----
---- ---- ---- ----
Ratio of earnings to fixed
charges
(deficiency in the coverage
of fixed charges by earnings
before fixed charges)(a)....$(44) 1.7x 1.3x 1.6x
---- ---- ---- ----
---- ---- ---- ----
</TABLE>
- ------------
(a) TBS became a wholly owned subsidiary of the Issuer on October 10, 1996
through a merger with a subsidiary of the Issuer in connection with the TBS
Transaction. The ratios of earnings to fixed charges of TBS for all
post-merger periods have been adjusted to reflect the Issuer's basis of
accounting. The ratios of earnings to fixed charges (or coverage
deficiencies) of TBS for all pre-merger periods are reflected at TBS's
historical cost basis of accounting. Certain reclassifications have been
made to TBS's ratios of earnings to fixed charges for pre-merger periods to
conform to the post-merger presentation.
<PAGE>
<PAGE>
EXHIBIT 23.1
CONSENT OF INDENDENT AUDITORS
We consent to the references to our firm under the caption 'Experts' in the
Registration Statement on Form S-3 and related Prospectus of Time Warner Inc.
(the 'Issuer') and Time Warner Companies, Inc. and Turner Broadcasting System,
Inc. (the 'Guarantors') for the registration of $1,600,000,000 of Debt
Securities of the Issuer unconditionally guaranteed by the Guarantors, and to
the incorporation by reference therein of our reports dated February 10, 1998,
with respect to the consolidated financial statements and schedules of the
Issuer and Time Warner Entertainment Company, L.P., incorporated by reference
from the Issuer's Annual Report on Form 10-K for the year ended December 31,
1997, as amended by the Issuer's Form 10-K/A dated June 25, 1998, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
New York, New York
August 10, 1998
<PAGE>
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Time Warner Inc.
(the 'Issuer') related to the registration of Debt Securities of the Issuer
unconditionally guaranteed by Time Warner Companies, Inc. and Turner
Broadcasting System, Inc. of our report dated February 5, 1996, which appears on
page 53 of Turner Broadcasting System, Inc.'s 1995 Annual Report to
Shareholders, which is incorporated by reference in Turner Broadcasting System,
Inc.'s Annual Report on Form 10-K for the year ended December 31, 1995, which is
incorporated by reference in the Time Warner Inc. Annual Report on Form 10-K,as
amended by Form 10-K/A dated June 25, 1998, for the year ended
December 31, 1997. which is incorporated by reference in this Registration
Statement on Form S-3. We also consent to the incorporation by reference of our
report on the Financial Statement Schedule, which appears on page 43 of the
Turner Broadcasting System, Inc. Annual Report on Form 10-K for the year
ended December 31, 1995. We also consent to the reference to us under the
heading 'Experts' in such Prospectus.
PRICEWATERHOUSECOOPERS LLP
Atlanta, Georgia
August 10, 1998
<PAGE>
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of TIME WARNER INC., a Delaware corporation (the 'Corporation'),
hereby constitutes and appoints RICHARD J. BRESSLER, PETER R. HAJE, JOHN A.
LABARCA, GERALD M. LEVIN and RICHARD D. PARSONS, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power to act without the
others, for him or her and in his or her name, place and stead, in any and all
capacities, to sign Registration Statements on Form S-3 or other appropriate
form and any and all amendments to such Registration Statements (including
post-effective amendments), to be filed with the Securities and Exchange
Commission in connection with (a) the 'shelf' registration pursuant to Rule 415
under the provisions of the Securities Act of 1933, as amended, of securities of
up to $2.6 billion aggregate initial offering price of one or more of the
following (i) debt securities issued by the Corporation, (ii) securities of the
Corporation convertible into shares of Common Stock, par value $.01 per share
('Common Stock'), of the Corporation, (iii) rights or warrants to acquire any
such debt or Common Stock and (iv) other securities of the Corporation, in any
combination thereof, and (b) the registration of shares of Common Stock issuable
upon conversion of the debt securities or upon exercise of the rights or
warrants referred to above, with power where appropriate to affix thereto the
corporate seal of the Corporation and to attest said seal, and to file such
Registration Statements, including in each case a form of prospectus, and any
and all amendments and post-effective amendments to such Registration
Statements, and any subsequent registration statements filed by the Corporation
pursuant to Rule 462(b) of the Securities Act of 1933, as amended, with all
exhibits thereto, and any and all documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her
name as of the 16th day of July, 1998.
<TABLE>
<S> <C>
(i) Principal Executive Officer:
/S/ GERALD M. LEVIN
.....................................................
GERALD M. LEVIN,
DIRECTOR, CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
(ii) Principal Financial Officer:
/S/ RICHARD J. BRESSLER
.....................................................
RICHARD J. BRESSLER,
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
(iii) Principal Accounting Officer:
/S/ JOHN A. LABARCA
.....................................................
JOHN A. LABARCA,
SENIOR VICE PRESIDENT AND CONTROLLER
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S> <C>
(iv) Directors:
/S/ MERV ADELSON /S/ J. CARTER BACOT
..................................................... ......................................................
MERV ADELSON, J. CARTER BACOT,
DIRECTOR DIRECTOR
/S/ STEPHEN F. BOLLENBACH /S/ JOHN C. DANFORTH
..................................................... ......................................................
STEPHEN F. BOLLENBACH, JOHN C. DANFORTH,
DIRECTOR DIRECTOR
/S/ BEVERLY SILLS GREENOUGH /S/ GERALD GREENWALD
..................................................... ......................................................
BEVERLY SILLS GREENOUGH, GERALD GREENWALD,
DIRECTOR DIRECTOR
/S/ CARLA A. HILLS /S/ REUBEN MARK
..................................................... ......................................................
CARLA A. HILLS, REUBEN MARK,
DIRECTOR DIRECTOR
/S/ MICHAEL A. MILES /S/ RICHARD D. PARSONS
..................................................... ......................................................
MICHAEL A. MILES, RICHARD D. PARSONS,
DIRECTOR DIRECTOR AND PRESIDENT
/S/ R. E. TURNER /S/ FRANCIS T. VINCENT, JR.
..................................................... ......................................................
R. E. TURNER, FRANCIS T. VINCENT, JR.,
DIRECTOR DIRECTOR
</TABLE>
<PAGE>
<PAGE>
EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of TIME WARNER COMPANIES, INC., a Delaware corporation (the
'Corporation'), hereby constitutes and appoints RICHARD J. BRESSLER, PETER R.
HAJE, JOHN A. LABARCA, GERALD M. LEVIN and RICHARD D. PARSONS, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power to act
without the others, for him or her and in his or her name, place and stead, in
any and all capacities, to sign one or more Registration Statements on Form S-3
or other appropriate form and any and all amendments to such Registration
Statements (including post-effective amendments), to be filed with the
Securities and Exchange Commission in connection with the 'shelf' registration
pursuant to Rule 415 under the provisions of the Securities Act of 1933, as
amended, of guarantees of up to $2.6 billion aggregate initial offering price of
one or more of the following (i) debt securities issued by Time Warner Inc., a
Delaware corporation and parent of the Corporation ('TWI'), (ii) securities of
TWI convertible into shares of Common Stock, par value $.01 per share ('Common
Stock'), of TWI, (iii) rights or warrants to acquire any such debt or Common
Stock and (iv) other securities of TWI, in any combination thereof, with power
where appropriate to affix thereto the corporate seal of the Corporation and to
attest said seal, and to file such Registration Statements, including in each
case a form of prospectus, and any and all amendments and post-effective
amendments to such Registration Statements, and any subsequent registration
statement filed by the Corporation pursuant to Rule 462(b) of the Securities Act
of 1933, as amended, with all exhibits thereto, and any and all documents in
connection therewith, with the Securities and Exchange Commission, hereby
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her
name as of the 23rd day of July, 1998.
<TABLE>
<S> <C>
(i) Principal Executive Officer:
/S/ GERALD M. LEVIN
.................................................
GERALD M. LEVIN,
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
(ii) Principal Financial Officer:
/S/ RICHARD J. BRESSLER
.................................................
RICHARD J. BRESSLER,
DIRECTOR, EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(iii) Principal Accounting Officer:
/S/ JOHN A. LABARCA
.................................................
JOHN A. LABARCA,
SENIOR VICE PRESIDENT AND CONTROLLER
(iv) Directors:
/S/ PETER R. HAJE /S/ RICHARD D. PARSONS
..................................................... ......................................................
PETER R. HAJE, RICHARD D. PARSONS,
DIRECTOR DIRECTOR
</TABLE>
<PAGE>
<PAGE>
EXHIBIT 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of TURNER BROADCASTING SYSTEM, INC., a Georgia corporation (the
'Corporation'), hereby constitutes and appoints PETER R. HAJE, SPENCER B. HAYS,
LANDEL C. HOBBS, THOMAS W. MCENERNEY, TERENCE F. MCGUIRK, WAYNE H. PACE and
LOUISE S. SAMS, and each of them, his or her true and lawful attorneys-in-fact
and agents, with full power to act without the others, for him or her and in his
or her name, place and stead, in any and all capacities, to sign one or more
Registration Statements on Form S-3 or other appropriate form and any and all
amendments to any such Registration Statements (including post-effective
amendments), to be filed with the Securities and Exchange Commission in
connection with the 'shelf' registration pursuant to Rule 415 under the
provisions of the Securities Act of 1933, as amended, of guarantees of up to
$2.6 billion aggregate initial offering price of one or more of the following
(i) debt securities issued by Time Warner Inc., a Delaware corporation and
parent of the Corporation ('TWI'), (ii) securities of TWI convertible into
shares of Common Stock, par value $.01 per share ('Common Stock'), of TWI,
(iii) rights or warrants to acquire any such debt or Common Stock and (iv) other
securities of TWI, in any combination thereof, with power where appropriate to
affix thereto the corporate seal of the Corporation and to attest said seal, and
to file such Registration Statements, including in each case a form of
prospectus, and any and all amendments and post-effective amendments to such
Registration Statements, and any subsequent registration statement filed by the
Corporation pursuant to Rule 462(b) of the Securities Act of 1933, as amended,
with all exhibits thereto, and any and all documents in connection therewith,
with the Securities and Exchange Commission, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his name as of
the 23rd day of July, 1998.
<TABLE>
<S> <C>
(i) Principal Executive Officer:
/S/ TERENCE F. MCGUIRK
.................................................
TERENCE F. MCGUIRK,
DIRECTOR, CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD
(ii) Principal Financial Officer:
/S/ WAYNE H. PACE
.................................................
WAYNE H. PACE,
EXECUTIVE VICE PRESIDENT,
CHIEF FINANCIAL OFFICER
AND ADMINISTRATIVE OFFICER
(iii) Principal Accounting Officer:
/S/ LANDEL C. HOBBS
.................................................
LANDEL C. HOBBS,
VICE PRESIDENT, CONTROLLER AND
CHIEF ACCOUNTING OFFICER
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<S> <C>
(iv) Directors:
/S/ JEFFREY L. BEWKES /S/ RICHARD D. PARSONS
................................................. ......................................................
JEFFREY L. BEWKES, RICHARD D. PARSONS,
DIRECTOR DIRECTOR
/S/ W. THOMAS JOHNSON /S/ ROBERT SHAYE
................................................. ......................................................
W. THOMAS JOHNSON, ROBERT SHAYE,
DIRECTOR DIRECTOR
/S/ GERALD M. LEVIN /S/ R. E. TURNER
................................................. ......................................................
GERALD M. LEVIN, R. E. TURNER,
DIRECTOR DIRECTOR
</TABLE>
<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
TIME WARNER INC.
(Exact name of obligor as specified in its charter)
DELAWARE 13-3527249
(State other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
75 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10019
(Address of principal executive Offices)
TIME WARNER COMPANIES, INC.
(Exact name of obligor as specified in its charter)
DELAWARE 13-1388520
(State other jurisdiction of
incorporation or organization)
75 ROCKEFELLER PLAZA 10019
NEW YORK, NEW YORK
(Address of principal executive offices) (Zip Code)
TURNER BROADCASTING SYSTEM, INC.
(Exact name of obligor as specified in its charter)
GEORGIA 58-0958695
(State other jurisdiction of
incorporation or organization)
ONE CNN CENTER
ATLANTA, GEORGIA 30303
(Address of principal executive offices)
-----------------------------------------
DEBT SECURITIES AND GUARANTEES OF DEBT SECURITIES
(Title of the indenture securities)
---------------------------------------------
<PAGE>
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE>
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 7TH day of AUGUST, 1998.
THE CHASE MANHATTAN BANK
By /s/ R. Lorenzen
___________________________________
/s/ R. Lorenzen
Senior Trust Officer
-3-
<PAGE>
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1998, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ........................................................ $ 12,037
Interest-bearing balances ................................................ 4,054
Securities:
Held to maturity securities................................................... 2,340
Available for sale securities................................................. 50,134
Federal funds sold and securities purchased under
agreements to resell ..................................................... 24,982
Loans and lease financing receivables:
Loans and leases, net of unearned income ...$127,958
Less: Allowance for loan and lease losses .. 2,797
Less: Allocated transfer risk reserve ...... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve ................................................... 125,161
Trading Assets ............................................................... 61,820
Premises and fixed assets (including capitalized
leases)................................................................... 2,961
Other real estate owned ...................................................... 347
Investments in unconsolidated subsidiaries and
associated companies ..................................................... 242
Customers' liability to this bank on acceptances
outstanding .............................................................. 1,380
Intangible assets ............................................................ 1,549
Other assets ................................................................. 11,727
--------
TOTAL ASSETS ................................................................. $298,734
========
</TABLE>
- 4 -
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices ...................................................... $ 96,682
Noninterest-bearing .....................................$38,074
Interest-bearing ........................................ 58,608
------
In foreign offices, Edge and Agreement,
subsidiaries and IBF's.................................................... 72,630
Noninterest-bearing .....................................$ 3,289
Interest-bearing ........................................ 69,341
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................................... 42,735
Demand notes issued to the U.S. Treasury ..................................... 872
Trading liabilities .......................................................... 45,545
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ............................ 4,454
With a remaining maturity of more than one year
through three years................................................ 231
With a remaining maturity of more than three years........................ 106
Bank's liability on acceptances executed and outstanding...................... 1,380
Subordinated notes and debentures ............................................ 5,708
Other liabilities ............................................................ 11,295
TOTAL LIABILITIES ............................................................ 281,638
--------
EQUITY CAPITAL
Perpetual preferred stock and related surplus................................. 0
Common stock ................................................................. 1,211
Surplus (exclude all surplus related to preferred stock)..................... 10,291
Undivided profits and capital reserves ....................................... 5,579
Net unrealized holding gains (losses)
on available-for-sale securities ............................................. (1)
Cumulative foreign currency translation adjustments .......................... 16
TOTAL EQUITY CAPITAL ........................................................ 17,096
--------
TOTAL LIABILITIES AND EQUITY CAPITAL ...................................... $298,734
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR.)
-5-
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