Registration No. 333-
________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TIME WARNER INC.
(FORMERLY NAMED TW INC.)
(Exact name of registrant as specified in its charter)
DELAWARE 13-3527249
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
75 Rockefeller Plaza
New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
TIME WARNER THRIFT PLAN
(Full title of the Plan)
Peter R. Haje, Esq.
Executive Vice President and General Counsel
Time Warner Inc.
75 Rockefeller Plaza
New York, New York 10019
(Name and Address of agent for service)
(212) 484-8000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered Aggregate Aggregate Fee
Registered (1) Offering Offering
Price Price (2)
Per Share(2)
Common 994,613 $40.00 $39,784,520 $12,055.92
Stock, Shares
par
value
$.01
per
share(3)
(1) This Registration Statement also relates to an indeterminate
number of additional shares of Common Stock pursuant to
anti-dilution and adjustment provisions of the above referenced
plan. In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein.
(2) Calculated pursuant to 457(c) and (h), based on the average
of the high and low prices of the Common Stock as reported on the
New York Stock Exchange Composite Tape for Monday, October 7,
1996, on which day such average was $40.00.
(3) This Registration Statement also pertains to Rights to
Purchase Series A Participating Cumulative Preferred Stock
("Rights") of the Registrant. Upon the occurrence of
certain prescribed events, one Right will be issued
for each share of Common Stock. Until the occurrence
of such events, the Rights are not exercisable, will be
evidenced by the certificates for the Common Stock and
will be transferred along with and only with the Common Stock.
<PAGE>
INTRODUCTORY STATEMENT
Time Warner Inc. (formerly named TW Inc.) (the "Registrant")
hereby files this Registration Statement on Form S-8 relating to
its Common Stock, par value $.01 per share, and associated Rights
to Purchase Series A Participating Cumulative Preferred Stock,
par value $.10 per share (collectively, the "Common Stock"), to
be issued pursuant to the terms of the Time Warner Thrift Plan
(the "Plan").
On October 10, 1996, pursuant to an Amended and Restated
Agreement and Plan of Merger (the "Merger Agreement") dated as of
September 22, 1995, as amended, between Time Warner Companies,
Inc. (formerly named Time Warner Inc.) ("Old Time Warner"), the
Registrant (formerly a wholly owned subsidiary of Old Time
Warner), Time Warner Acquisition Corp., formerly a Delaware
corporation and a wholly owned subsidiary of the Registrant
("Delaware Sub"), TW Acquisition Corp., formerly a Georgia
corporation and a wholly owned subsidiary of the Registrant
("Georgia Sub"), and Turner Broadcasting System, Inc. ("TBS"),
among other things: (a) Delaware Sub was merged into Old Time
Warner, (b) each outstanding share of Common Stock, par value
$1.00 per share, of Old Time Warner ("Old Time Warner Common
Stock"), other than shares held directly or indirectly by Old
Time Warner, was converted into one share of Common Stock, par
value $.01 per share, of the Registrant, (c) Georgia Sub was
merged into TBS (collectively, with (a), the "Mergers"), (d) the
outstanding capital stock of TBS, other than shares held directly
or indirectly by Old Time Warner or the Registrant or in the
treasury of TBS and shares with respect to which dissenters'
rights were properly exercised, was converted into the right to
receive the Registrant's Common Stock, (e) each of Old Time
Warner and TBS became a wholly owned subsidiary of the
Registrant, (f) the Registrant was renamed "Time Warner Inc." and
(g) the Registrant assumed Old Time Warner's obligations under
the Plan.
Prior to the Mergers, shares of Old Time Warner Common
Stock to be issued under the Plan were registered by Old Time
Warner under Registration Statements or Post-Effective Amendments
to Registration Statements on Form S-8, Registration Nos.
33-33043 and 33-51471. As a result of the Mergers, shares of
Common Stock of the Registrant will be issued pursuant to the
terms of the Plan.
This Registration Statement relates only to the Common Stock
of the Registrant issuable under the Plan and an indeterminant
amount of interests to be offered or sold pursuant to the Plan.
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission (the "Commission") by the Registrant (File
No. 1-12259) or by Old Time Warner (File No. 1-8637) pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or as otherwise indicated, are hereby incorporated by
reference in this Registration Statement:
1. Old Time Warner's Annual Report on Form 10-K for
the year ended December 31, 1995, as amended by
Old Time Warner's Form 10-K/A dated June 27, 1996
(the "1995 Form 10-K");
2. Old Time Warner's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1996 and June 30,
1996;
3. Old Time Warner's Current Reports on Form 8-K
dated January 4, 1996, March 22, 1996, March 25,
1996, April 2, 1996, April 4, 1996, April 11,
1996, May 15, 1996, August 6, 1996, August 14,
1996, September 6, 1996 and September 12, 1996;
4. The Joint Proxy Statement/Prospectus dated
September 6, 1996 filed by the Registrant as part
of its S-4 Registration Statement, as filed with
the Commission on September 6, 1996 pursuant to
the Securities Act of 1933, as amended (the "S-4
Registration Statement");
5. The Time Warner Thrift Plan Annual Report on Form
11-K for the year ended December 31, 1995 filed by
Old Time Warner on Form 10-K/A dated June 27,
1996; and
6. The description of the Registrant's Common Stock
and Rights to purchase Series A Participating
Cumulative Preferred Stock, par value $.10 per
share, contained in Item 4 of its Registration
Statement on Form 8-B, as filed with the
Commission on October 2, 1996, pursuant to Section
12(b) of the Exchange Act.
All documents and reports subsequently filed by the
Registrant pursuant to Sections 13(a) and (c), 14 or 15(d) of the
Exchange Act after the date of this post-effective amendment to
the S-4 Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold, or
which deregisters all such securities remaining unsold, shall
be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such
documents or reports. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein and
to be a part hereof shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document which 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
Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements and schedules of
Old Time Warner and Time Warner Entertainment Company, L.P.
appearing in the 1995 Form 10-K, the combined financial
statements of the Time Warner Service Partnerships incorporated
by reference therein, and the consolidated financial statements
and schedule of Cablevision Industries Corporation as of December
31, 1995, and for the year then ended, which are incorporated
herein and in the Prospectus relating hereto by reference to the
Joint Proxy Statement/Prospectus included as part of the S-4
Registration Statement, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon
included therein and incorporated herein by reference.
Such 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 financial statements of Newhouse Broadcasting Cable
Division of Newhouse Broadcasting Corporation and Subsidiaries as
of July 31, 1994 and 1993, and for each of the three years in the
period ended July 31, 1994, and the financial statements of
Vision Cable Division of Vision Cable Communications, Inc. and
Subsidiaries as of December 31, 1994 and 1993, and for each of
the three years in the period ended December 31, 1994, which
are incorporated herein and in the Prospectus relating hereto by
reference to the Joint Proxy Statement/Prospectus included as
part of the S-4 Registration Statement, have been audited by
Ernst & Young LLP, independent auditors, 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.
The financial statements of Paragon Communications as
of December 31, 1994 and 1993, and for each of the three years in
the period ended December 31, 1994, which are incorporated herein
and in the Prospectus relating hereto by reference to the 1995
Form 10-K, and the consolidated financial statements of Turner
Broadcasting System, Inc. as of December 31, 1995 and 1994, and
for the three years in the period ended December 31, 1995, which
are incorporated herein and in the Prospectus relating hereto
by reference to the Joint Proxy Statement/Prospectus included as
part of the S-4 Registration Statement, have been audited by
Price Waterhouse LLP, independent accountants, as stated 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.
The consolidated financial statements of Cablevision
Industries Corporation as of December 31, 1994, and for each of
the two years in the period ended December 31, 1994, which are
incorporated herein and in the Prospectus relating hereto by
reference to the Joint Proxy Statement/Prospectus included as
part of the S-4 Registration Statement, have been audited by
Arthur Andersen LLP, Independent Public Accountants, as set
forth in their report thereon included therein and incorporated
herein by reference. Such financial statements have been
incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting
and auditing. The consolidated financial statements of KBLCOM
Incorporated as of December 31, 1994 and 1993, and for each of
the three years in the period ended December 31, 1994, which are
incorporated herein and in the Prospectus relating hereto by
reference to the Joint Proxy Statement/Prospectus included as
part of the S-4 Registration Statement, have been audited
by Deloitte & Touche LLP, Independent Auditors, as set forth in
their report thereon included therein and incorporated herein by
reference. Such financial statements have been incorporated
herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
The validity of the Common Stock offered hereby has
been passed upon for the Registrant by Thomas W. McEnerney, Vice
President and Associate General Counsel of the Registrant, 75
Rockefeller Plaza, New York, New York 10019. Mr. McEnerney owns
less than .1% of the Common Stock of the Registrant.
Item 6. Indemnification of Directors and Officers.
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.
Article VI of the Registrant's By-laws requires
indemnification to the fullest extent permitted under Delaware
law of any person who is or was a director or officer of the
Registrant 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 Registrant or any predecessor of the
Registrant or was serving at the request of the Registrant 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 Registrant, 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
Restated Certificate of Incorporation of the Registrant
eliminates the liability of directors to the extent permitted by
Section 102(b)(7).
The foregoing statements are subject to the detailed
provisions of Sections 145 and 102(b)(7) of the DGCL, Article VI
of such By-laws and Section 1, Article X of such Restated
Certificate of Incorporation, as applicable.
The Registrant's Directors' and Officers' Liability and
Reimbursement Insurance Policy is designed to reimburse the
Registrant for any payments made by it pursuant to the foregoing
indemnification. Such policy has coverage of $50,000,000.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed on the accompanying Exhibit Index
are filed or incorporated by reference as part of this
Registration Statement.
The undersigned Registrant hereby undertakes that it
will submit or has submitted the Plan and any amendment thereto
to the Internal Revenue Service ("IRS") in a timely manner and
has made or will make all changes required by the IRS in order to
qualify the Plan under Section 401 of the Internal Revenue Code
of 1986, as amended.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) 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 of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this 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 percent
change in the maximum aggregate offering
price set forth in the "Calculation of
Registration Fee" table in the effective
Registration Statement.
(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)(1)(i) and
(a)(1)(ii) do not apply if the Registration
Statement is on Form S-3, Form S-8, or Form F-3 and
the information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed with or
furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
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.
(3) 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) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act
of 1934) 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.
(h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant
pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by
a director, officer or controlling person of the
Registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant 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 whether such indemnification by it is against
public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the City
and State of New York, on October 11, 1996.
TIME WARNER INC.
By /s/ Richard J. Bressler
Name: Richard J. Bressler
Title: Senior Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons on October 11 , 1996 in the capacities indicated.
Signature Title
(i) Principal Executive Officer:
*
_______________________________ Director, Chairman of the
Board and Chief
(Gerald M. Levin) Executive Officer
(ii) Principal Financial Officer:
/s/ Richard J. Bressler Senior Vice President and
(Richard J. Bressler) Chief Financial Officer
(iii) Principal Accounting Officer:
/s/ John A. LaBarca Vice President and
(John A. LaBarca) Controller
(iv) Directors:
*
(Merv Adelson)
*
(Lawrence B. Buttenwieser)
*
(Beverly Sills Greenough)
*
(Carla A. Hills)
*
(David T. Kearns)
*
(Reuben Mark)
*
(Michael A. Miles)
*
(J. Richard Munro)
*
(Richard D. Parsons)
*
(Donald S. Perkins)
*
(R. E. Turner)
*
(Raymond S. Troubh)
*
(Francis T. Vincent, Jr.)
Constituting a majority of the Board of Directors
*By /s/ Peter R. Haje
(Peter R. Haje)
(Attorney-in-Fact)
*Pursuant to Powers of Attorney
dated as of October 10, 1996<PAGE>
Time Warner Thrift Plan
Pursuant to the requirements of the Securities Act of 1933, the
administrators of the Time Warner Thrift Plan have duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City and State of
New York, on October 11, 1996.
TIME WARNER THRIFT PLAN
By /s/ Carolyn K. McCandless
_______________________________
(Carolyn K. McCandless,
Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
on October 11, 1996 in the capacities indicated.
Members of the Committee Administering the Plan
John A. LaBarca
Philip R. Lochner, Jr.
Carolyn K. McCandless
Andra D. Sanders
Paul D. Williams
By /s/ Carolyn K. McCandless
(Carolyn K. McCandless,
Attorney-in-Fact)
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
Number
4.1 Amended and Restated Agreement and Plan of
Merger (the "Merger Agreement"), dated as of
September 22, 1995, among Time Warner
Companies, Inc. (formerly named Time Warner
Inc.) ("Old Time Warner"), the Registrant, Time
Warner Acquisition Corp., TW Acquisition Corp.
and TBS (incorporated by reference to Appendix
A-1(a) to the Joint Proxy Statement/Prospectus
included as part of the Registrant's
Registration Statement on Form S-4
(Registration No. 333-11471) (the "S-4
Registration Statement"); Exhibits A-1, A-2, B,
C-1 and C-2 to the Merger Agreement are
incorporated by reference to Exhibit 2(a) to
the Current Report on Form 8-K dated November
16, 1995 of Old Time Warner (File No. 1-8637)). *
4.2 Amendment No. 1 dated as of August 8, 1996 to
the Merger Agreement (incorporated by reference
to Appendix A-1(b) to the Joint Proxy
Statement/Prospectus included as part of the S-4
Registration Statement). *
4.3 Restated Certificate of Incorporation of the
Registrant (incorporated by reference to
Exhibit 4.3 of the Registrant's Post-Effective
Amendment No. 1 to Form S-4 Registration
Statement on Form S-8 Registration Statement
(the "S-8 Registration Statement"). *
4.4 Certificate of Amendment of Restated
Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 4.4 to
the S-8 Registration Statement). *
4.5 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating,
Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions
Thereof, of Series LMC Stock of the Registrant
(incorporated by reference to Exhibit 4.5 to
the S-8 Registration Statement). *
4.6 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating,
Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions
Thereof, of Series LMCN-V Stock of the
Registrant (incorporated by reference to
Exhibit 4.6 to the S-8 Registration Statement). *
4.7 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating,
Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions
Thereof, of Series A Participating Cumulative
Preferred Stock of the Registrant (incorporated
by reference to Exhibit 4.7 to the S-8
Registration Statement). *
4.8 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating,
Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions
Thereof, of Series D Convertible Preferred
Stock of the Registrant (incorporated by
reference to Exhibit 4.8 to the S-8
Registration Statement). *
4.9 Certificate of the Voting Powers,
Designations, Preferences and Relative,
Participating, Optional or Other Special
Rights, and Qualifications, Limitations or
Restrictions Thereof, of Series E Convertible
Preferred Stock of the Registrant (incorporated
by reference to Exhibit 4.9 to the S-8
Registration Statement). *
4.10 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating,
Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions
Thereof, of Series F Convertible Preferred
Stock of the Registrant (incorporated by
reference to Exhibit 4.10 to the S-8
Registration Statement). *
4.11 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating,
Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions
Thereof, of Series G Convertible Preferred
Stock of the Registrant (incorporated by
reference to Exhibit 4.11 to the S-8
Registration Statement). *
4.12 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating,
Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions
Thereof, of Series H Convertible Preferred
Stock of the Registrant (incorporated by
reference to Exhibit 4.12 to the S-8
Registration Statement). *
4.13
Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating,
Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions
Thereof, of Series I Convertible Preferred
Stock of the Registrant (incorporated by
reference to Exhibit 4.13 to the S-8
Registration Statement). *
4.14 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating,
Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions
Thereof, of Series J Convertible Preferred
Stock of the Registrant (incorporated by
reference to Exhibit 4.14 to the S-8
Registration Statement). *
4.15 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating,
Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions
Thereof, of 10 1/4% Series M Exchangeable
Preferred Stock of the Registrant (incorporated
by reference to Exhibit 4.15 to the S-8
Registration Statement). *
4.16 By-laws of the Registrant (incorporated by
reference to Exhibit 4.16 to the S-8
Registration Statement). *
4.17 Rights Agreement, between the Registrant and
ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (incorporated by reference to
Exhibit 4.17 to the S-8 Registration
Statement). *
4.18 Shareholder's Agreement (the "Shareholders'
Agreement"), dated as of September 22, 1995,
among Old Time Warner, R.E. Turner and certain
associates and affiliates of R. E. Turner
(incorporated by reference to Appendix A-3 to
the Joint Proxy Statement/Prospectus included
as part of the S-4 Registration Statement;
Schedule 1 to the Shareholders' Agreement is
incorporated by reference to Exhibit 10(a) to
the Current Report on Form 8-K dated September
22, 1995 of Old Time Warner (File No. 1-8637)). *
5. Opinion of Thomas W. McEnerney, Esq. regarding
the legality of the securities being
registered.
23.1 Consent of Ernst & Young LLP, independent
auditors.
23.2 Consent of Price Warehouse LLP, independent
accountants, with respect to Paragon
Communications.
23.3 Consent of Price Warehouse LLP, independent
accountants, with respect to Turner
Broadcasting System, Inc.
23.4 Consent of Arthur Andersen LLP, Independent
Public Accountants.
23.5 Consent of Deloitte & Touche LLP, Independent
Auditors.
23.6 Consent of Thomas W. McEnerney, Esq.
(incorporated by reference to Exhibit 5).
24.1 Powers of Attorney dated as of October 10, 1996
(incorporated by reference to Exhibit 24 to the
S-8 Registration Statement). *
24.2 Powers of Attorney for the Administrative
Committee of the Time Warner Thrift Plan
(incorporated by reference to Exhibit 24.3 to
the Registrant's Post-Effective Amendment No. 5
to the S-4 Registration Statement on Form S-8
(Registration No. 333-11471). *
*Incorporated by reference
EXHIBIT 5
October 11, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Time Warner Inc.
Form S-8 Registration Statement
Gentlemen:
I am an Associate General Counsel and Vice President of Time
Warner Inc., a Delaware corporation (the "Company"), and I am
delivering this opinion in connection with a Registration
Statement on Form S-8 (the "Registration Statement") filed with
the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to the registration of 994,613
shares of Common Stock, par value $.01 per share and associated
Rights to Purchase Series A Participating Cumulative Preferred
Stock, par value $.10 per share (collectively referred to as the
"Common Stock"), of the Company and interests issuable pursuant
to the terms of the Time Warner Thrift Plan (the "Plan") and an
indeterminate amount of additional shares of Common Stock
pursuant to anti-dilution provisions of the Plan.
I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents, corporate
records of the Company and other instruments as I have deemed
\necessary for the purpose of this opinion, including (a) the
Restated Certificate of Incorporation, as amended and By-laws of
the Company, (b) the Plan, (c) resolutions adopted by the Board
of Directors of the Company and (d) the Registration Statement
and related Prospectus.
Based upon the foregoing, I am of the opinion that the
shares of Common Stock issuable pursuant to the terms of the Plan
have been duly authorized and, when sold pursuant to the terms of
the Plan, will be duly and validly issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.
Very truly yours,
Thomas W. McEnerney
