Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
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
(212) 484-8000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Peter R. Haje, Esq.
Executive Vice President and General Counsel
Time Warner Inc.
75 Rockefeller Plaza
New York, New York 10019
(212) 484-8000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of the Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box /x/.
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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box / /.
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
__________________________________________________________________________
Title of Amount to be Proposed Proposed Amount of
Securities Registered Maximum Maximum Registration
to be Price Aggregate Fee
Registered Per Share(2) Offering
Price (2)
Common 1,300,766 $40.00 $52,030,640 $15,767
Stock,
$.01
Par
value
(1) This Registration Statement also pertains to (a) an indeterminate
number of additional shares of Common Stock pursuant to anti-dilution
and adjustment provisions of the Time Warner Dividend Reinvestment and
Stock Purchase Plan and (b) 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.
(2) Calculated pursuant to 457(c), 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 October 21, 1996, on which
day such average was $40.00.
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INTRODUCTORY STATEMENT
Time Warner Inc. (formerly named TW Inc.) (the "Registrant") is
filing this Statement on Form S-3 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"), issuable pursuant to the terms of the Time Warner Dividend
Reinvestment and Stock Purchase 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., a Georgia corporation
("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, other than shares held directly
or indirectly by Old Time Warner, was converted into one share
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, 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 and (f) the Registrant was renamed "Time
Warner Inc."
Prior to the Mergers, shares of Old Time Warner Common Stock to
be issued in connection with the Plan were registered by Old Time Warner
under Registration Statements or Post-Effective Amendments to Registration
Statements on Form S-16 or Form S-3, Registration Nos. 2-75960 and
33-58262.
As of the effective time of the Mergers, the Registrant has
assumed the obligations of Old Time Warner under the Plan, and Common Stock
of the Registrant will be issued under the Plan. This Registration
Statement relates only to the Common Stock issuable pursuant to the terms
of the Plan.
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Prospectus
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Time Warner Inc.
Dividend Reinvestment and Stock Purchase Plan
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of Time
Warner Inc. (the "Company") provides holders of record of shares of the
Company's 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"), with a convenient and
economical way to purchase additional shares of Common Stock without fees
of any kind, and in the case of reinvested dividends to make such purchases
at a 5% discount from the market price of the Common Stock (determined as
set forth in Question 12). Any holder of record of shares of Common Stock
is eligible to participate in the Plan.
A participant may elect to invest in Common Stock under the Plan in
the following ways:
. Full Dividend Reinvestment -- reinvesting dividends on all shares
of Common Stock held by the participant. Participants may also
make optional cash payments of no less than $25 per investment up
to $10,000 in the aggregate in each calendar quarter for the
purchase of Common Stock at its market price.
. Partial Dividend Reinvestment -- reinvesting dividends on less
than all shares of Common Stock held by the participant while
continuing to receive cash dividends on the remaining shares.
Participants may also make optional cash payments of no less than
$25 per investment up to $10,000 in the aggregate in each
calendar quarter for the purchase of Common Stock at its market
price.
. Optional Cash Payments -- making optional cash payments of no
less than $25 per investment up to $10,000 in the aggregate in
each calendar quarter for the purchase of Common Stock at its
market price, whether or not any dividends on shares of Common
Stock held by the participant are being reinvested.
Shares of Common Stock purchased under the Plan will be purchased
either directly from the Company or in the open market. Cash dividends on
shares of Common Stock held in a participant's account under the Plan are
always automatically reinvested to purchase additional shares of Common
Stock regardless of which investment option is selected.
The purchase price of each share of Common Stock purchased with
reinvested dividends will be 95% of the market price for the relevant
date of investment. (See Question 12.) The purchase price of shares of
Common Stock purchased with optional cash payments will be 100% of such
market price.
<PAGE>
The Common Stock is listed on the New York Stock Exchange, Inc. and
the Pacific Stock Exchange, Incorporated. The closing price of the Common
Stock as reported on the New York Stock Exchange Composite Tape on
October 21, 1996 was $40 1/8 per share.
This Prospectus relates to up to 1,300,766 shares of Common Stock
registered for sale under the Plan. Such shares may be either authorized
but unissued shares or shares reacquired and held in the Company's
treasury. Common Stock may also be purchased in the open market. This
Prospectus also covers an indeterminate number of shares of Common Stock as
may become issuable as a result of stock splits, stock dividends or similar
transactions.
It is suggested that this Prospectus be retained for future reference.
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 date of this Prospectus is October 22, 1996.
<PAGE>
TABLE OF CONTENTS
Page
Available Information........................................ 4
The Company.................................................. 5
The Plan..................................................... 5
Purpose and Advantages.................................... 5
Administration............................................ 7
Participation............................................. 7
Costs..................................................... 10
Purchases................................................. 10
Optional Cash Payments.................... ............... 11
Reports to Participants................................... 12
Dividends on Fractions of Shares.......................... 13
Issuance of Certificates for Common Stock................. 13
Termination of Participation.............................. 15
Safekeeping............................................... 16
Other Information......................................... 16
Taxes..................................................... 18
Use of Proceeds.............................................. 20
Documents Incorporated by Reference.......................... 20
Legal Matters................................................ 21
Experts...................................................... 21
Indemnification.............................................. 22
This Prospectus does not constitute an offer to sell, or the
solicitation of an offer to buy, the securities to which this Prospectus
relates in any jurisdiction to any person to whom it is unlawful to make
such an offer or solicitation in such jurisdiction.
No person has been authorized to give any information or to make any
representations other than as contained in this Prospectus in connection
with the offer contained in this Prospectus and, if given or made, such
information or representations must not be relied upon as having been
authorized by the Company.
Neither delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.
The Company hereby undertakes to provide without charge to each person
to whom this Prospectus has been delivered, on the written or oral request
of any such person directed to the Shareholder Relations Department, Time
Warner Inc., 75 Rockefeller Plaza, New York, New York 10019, telephone
(212) 484-6971, a copy of any and all of the documents incorporated herein
by reference, other than exhibits to such documents unless such exhibits
are specifically incorporated by reference in such documents.
<PAGE>
AVAILABLE INFORMATION
The Company 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"). Such
reports, proxy statements and other information can be inspected and copied
at the public reference facilities of the Commission in Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the following Regional
Offices of the Commission: Citicorp Center, 500 West Madison Street (Suite
1400), Chicago, Illinois 60661; and 7 World Trade Center, Suite 1300, New
York, New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates, or on the Commission's web
site: http://www.sec.gov. In addition, such reports, proxy statements and
other information concerning the Company can be inspected at the offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New York
10005 and the Pacific Stock Exchange, Incorporated, 301 Pine Street, San
Francisco, California 94104, on which the Common Stock is listed.
THE COMPANY
On October 10, 1996, the combination of Time Warner Inc. and Turner
Broadcasting System, Inc. ("TBS") was completed. In connection with this
combination, Time Warner changed its name to Time Warner Companies, Inc.
("Old Time Warner"), each of Old Time Warner and TBS became a wholly owned
subsidiary of a new holding company named Time Warner Inc. (the "Company")
and each outstanding share of common stock, par value $1.00 per share, of
Old Time Warner, other than shares held directly or indirectly by Old Time
Warner, was converted into one share of Common Stock, par value $.01 per
share, of the Company. In addition, the outstanding capital stock of TBS,
other than shares held directly or indirectly by Old Time Warner or the
Company or in the treasury of TBS, was converted into the right to
receive shares of the Company's Common Stock.
As a result of the combination, the Company is the world's largest
media and entertainment company. Its businesses are carried on in four
fundamental areas: Entertainment, consisting principally of interests in
recorded music and music publishing, filmed entertainment, broadcasting and
theme parks; Cable Networks, consisting principally of interests in cable
television programming; Publishing, consisting principally of interests in
magazine publishing, book publishing and direct marketing; and Cable,
consisting principally of interests in cable television systems.
Substantially all of the Company's interests in filmed entertainment,
broadcasting and theme parks, most of its interests in cable television
systems and a substantial portion of its interests in cable television
programming are held through Time Warner Entertainment Company, L.P.
("TWE"), a Delaware limited partnership in which the Company has a majority
interest.
The Company's principal executive offices are located at 75
Rockefeller Plaza, New York, New York 10019, telephone number (212)
484-8000.
THE PLAN
The following is a question and answer statement of the provisions of
the Company's Dividend Reinvestment and Stock Purchase Plan, as amended,
effective October 11, 1996.
PURPOSE AND ADVANTAGES
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of shares of
Common Stock with a simple and convenient method of investing cash
dividends on Common Stock and optional cash payments in additional shares
of Common Stock without payment of any brokerage commissions, service
charges or other fees.
Each participant in the Plan who has elected to have his or her cash
dividends reinvested will be deemed to have applied such cash dividends to
the purchase of additional shares of Common Stock pursuant to the Plan. To
the extent that such additional shares are purchased directly from the
Company, the Company will receive additional funds to be used for general
corporate purposes, including working capital. The Plan offers eligible
holders a convenient opportunity for long-term investment. The Plan is not
intended to provide a mechanism for generating assured short-term profits
through rapid turnover of shares acquired at a discount. Accordingly, the
Company reserves the right to modify, suspend or terminate participation by
certain otherwise eligible holders in the purchase price discount feature
of the Plan, or otherwise, in order to eliminate such practices.
2. What are the advantages of the Plan?
A participant in the Plan may (a) have cash dividends on all of his or
her shares of Common Stock automatically reinvested in Common Stock or (b)
have cash dividends on a portion of his or her shares of Common Stock
automatically reinvested in Common Stock or (c) whether or not a holder of
Common Stock has elected to have any cash dividends automatically
reinvested, invest in additional shares of Common Stock by making optional
cash payments of no less than $25 per investment up to a maximum of $10,000
in the aggregate in each calendar quarter.
- Discount. The purchase price of shares of Common Stock purchased
with reinvested dividends will be 95% of the market price as more fully
explained in Question 12 below. The purchase price of shares of Common
Stock purchased with optional cash payments will be 100% of such market
price. No brokerage commissions, service charges or other fees are paid by
a participant in connection with purchases under the Plan.
- Full Investment. Full investment of funds is possible under the Plan
because fractions of shares, as well as whole shares, will be credited to a
participant's account. Further, dividends in respect of such fractions, as
well as whole shares, will be reinvested in additional shares of Common
Stock that will also be purchased at a 5% discount from the market price
and will be credited to a participant's account.
- Safekeeping. A participant avoids the need for safekeeping of
certificates for shares of Common Stock credited to his or her account
under the Plan because they are held by the Plan. In addition, participants
may deposit for safekeeping in their Plan account any stock certificates
for Common Stock registered in their names through the free custodial
service described in Question 26. Dividends on such shares deposited for
safekeeping under the Plan will also be reinvested. (See Questions 26 and
27.) By making such a deposit, participants are relieved of the
responsibility for loss, theft or destruction of the certificates.
- Record-keeping. Regular statements of account will be mailed to each
participant in the Plan as soon as practicable after each purchase of
Common Stock under the Plan. Such statements will show the date of the
investment, the amounts invested, the purchase price, the number and the
market value of shares of Common Stock purchased and the number of shares
of Common Stock in the participant's account, thus providing simplified
record-keeping.
ADMINISTRATION
3. Who administers the Plan for participants?
The Chase Manhattan Bank (formerly, Chemical Bank) ("Chase") has been
designated by the Company as its agent under the Plan and ChaseMellon
Shareholder Services, L.L.C., the transfer agent for the Common Stock (the
"Plan Administrator"), administers the Plan for participants, maintains
records, sends statements of account to participants and performs other
duties relating to the Plan. The Plan Administrator will hold for
safekeeping shares of Common Stock purchased for, or deposited for
safekeeping by, each participant until termination of participation in the
Plan or receipt of a written request from a participant for the issuance of
a certificate for all or a portion of such shares. Shares of Common Stock
purchased under the Plan and held by the Plan Administrator will be
registered in its name or the name of one of its nominees and will be
credited to the account of each participant. As the record holder of
shares of Common Stock held for participants under the Plan, the
Plan Administrator will receive dividends on such shares of Common Stock,
will credit such dividends to each participant's account on the basis of
full and fractional shares held in each account, and will automatically
reinvest such dividends in additional shares of Common Stock. In the event
that the Plan Administrator should resign or otherwise cease to act as
agent, the Company will make such other arrangements as it deems
appropriate for the administration of the Plan.
The Plan Administrator also serves as dividend disbursing agent,
principal transfer agent and registrar of the Common Stock and Chase is a
participating lender to the Company under certain of the Company's credit
facilities.
The Plan Administrator may be contacted by mail at:
ChaseMellon Shareholder Services, L.L.C.
Dividend Reinvestment Dept.
P.O. Box 476
Washington Bridge Station
New York, NY 10033
Telephone inquiries may be made to the Plan Administrator at
1-800-279-1238.
Please mention Time Warner Inc. in all correspondence.
PARTICIPATION
4. Who is eligible to participate?
All record holders of shares of Common Stock are eligible to
participate in the Plan. In order to be eligible to participate in the Plan
any stockholder whose shares are registered in a name other than his or her
own (e.g., in the name of a broker or bank nominee) must become a
stockholder of record by having shares which are to be subject to the Plan
transferred into his or her own name.
Stockholders who are participants in the Plan on the date of this
Prospectus will automatically remain enrolled in the Plan. Stockholders who
have not yet elected to participate in the Plan should simply complete and
sign the Enrollment and Authorization Card referred to below and return it
to the Plan Administrator. A participant may change his or her investment
authorization by written notice to the Plan Administrator at the address
set forth in Question 3. Where the stock is registered in more than one
name (i.e., joint tenant, trustees, etc.), all registered holders must
sign.
5. How does an eligible stockholder join the Plan?
A holder of record of shares of Common Stock may join the Plan by
completing and signing an Enrollment and Authorization Card and returning
it to the Plan Administrator. A postage-paid envelope is provided with the
Enrollment and Authorization Card for this purpose. Enrollment and
Authorization Cards may be obtained at any time by written request to Time
Warner Inc., 75 Rockefeller Plaza, New York, New York 10019, Attention:
Shareholder Relations Department, or to the Plan Administrator, at the
address set forth in Question 3.
6. Must a stockholder submit his or her certificates for Common Stock to
the Plan Administrator in order to participate in the Plan?
No. A participant should retain the stock certificates registered in
his or her name and indicate on the Enrollment and Authorization Card
whether the dividends on all or some number of such shares should be
reinvested in shares of Common Stock. Of course, if the participant wishes
to take advantage of the Plan's safekeeping feature, stock certificates for
Common Stock may be sent to the Plan Administrator as set forth in Question
26. All shares of Common Stock purchased under the Plan will be held by the
Plan for the account of the participant, until withdrawn by the
participant.
7. When may an eligible stockholder join the Plan?
An eligible stockholder may join the Plan at any time and investments
will be made on his or her behalf as follows:
If an Enrollment and Authorization Card requesting reinvestment
of Common Stock dividends is received by the Plan Administrator on or
prior to the record date established for a particular Common Stock
dividend, reinvestment will begin with that dividend payment date.
Dividend record dates for the Common Stock in 1996 (and the related
payment dates) were or are anticipated to be as follows:
Record Date Payment Date
March 1, 1996 March 15, 1996
June 3, 1996 June 17, 1996
September 3, 1996 September 16, 1996
December 2, 1996 December 16, 1996
It is anticipated that dividend record dates and payment dates
for the Common Stock in the future will be at approximately the same
times of the year as they currently are scheduled to occur.
If an Enrollment and Authorization Card is received by the Plan
Administrator after the record date established for a particular
Common Stock dividend, reinvestment of dividends will begin with the
dividend payment date immediately following the next dividend record
date, if such stockholder is still a holder of record.
All optional cash payments received prior to an Investment Date (as
defined in Question 11) will be invested for that Investment Date. Such
payments received on or after an Investment Date will be invested for the
next succeeding Investment Date. (See Questions 11 and 14 through 17.)
8. What does the Enrollment and Authorization Card provide?
The Enrollment and Authorization Card provides for the purchase of
additional shares of Common Stock through the following investment options:
A. "FULL DIVIDEND REINVESTMENT", which directs the Company to pay the
Plan Administrator for reinvestment in accordance with the Plan all of the
participant's cash dividends on all shares of Common Stock then or
subsequently registered in his or her name, and which permits the
participant to make optional cash payments of not less than $25 per
investment up to an aggregate of $10,000 per quarter, for the purchase of
additional shares of Common Stock in accordance with the Plan.
B. "PARTIAL DIVIDEND REINVESTMENT", which directs the Company to pay
the Plan Administrator for reinvestment in accordance with the Plan cash
dividends on less than all shares of Common Stock then registered in the
participant's name while continuing to pay the participant cash dividends
on the remaining shares of Common Stock. This option also permits the
participant to make optional cash payments of not less than $25 per
investment up to an aggregate of $10,000 per quarter, for the purchase of
additional shares of Common Stock in accordance with the Plan.
C. "OPTIONAL CASH PAYMENTS", which permits the participant to make
optional cash payments of not less than $25 per investment up to an
aggregate of $10,000 per quarter for the purchase of additional shares of
Common Stock in accordance with the Plan.
Regardless of the option selected, all cash dividends on shares of
Common Stock credited to a participant's account as a result of
reinvestment of dividends, shares purchased with optional cash payments
under the Plan and shares held under the safekeeping deposit feature will
be automatically reinvested in accordance with the Plan. A participant may
change his or her election by written notice to the Plan Administrator at
the address set forth in Question 3.
The Enrollment and Authorization Card also appoints the Plan
Administrator agent for each participant and directs the Plan Administrator
to apply cash dividends and any optional cash payments a participant might
make to the purchase of shares of Common Stock in accordance with the terms
of the Plan.
COSTS
9. Are there any costs to participants in connection with purchases under
the Plan?
No. All costs of administration of the Plan are paid by the Company.
There are no brokerage commissions, service charges or other fees charged
to participants in connection with the purchase of shares of Common Stock
under the Plan. However, if a participant asks the Plan Administrator to
sell shares of Common Stock held in his or her account under the Plan, any
brokerage commissions paid in connection with such sale will be charged to
such participant along with a $5.00 service charge. (See Question 25.)
PURCHASES
10. What is the source of Common Stock purchased under the Plan?
Shares of Common Stock will be purchased, at the Company's discretion,
either directly from the Company, in which event such shares will be either
authorized but unissued shares or shares held in the treasury of the
Company, or on the open market, or by combination of the foregoing.
11. When will shares be purchased under the Plan?
In a month in which a regular dividend is paid on the Common Stock,
the investment date for the regular dividend on the Common Stock and any
optional cash payments is the dividend payment date; but in a month in
which a dividend payment date for Common Stock does not occur, the
investment date for optional cash payments is the 15th day of such month
(each, an "Investment Date"). In any case, if an Investment Date falls on
a day that is not a trading day, the investment date is deemed to be the
prior trading day.
Purchases of Common Stock from the Company will be made on the
relevant Investment Date. Purchases on the open market will begin on the
Investment Date and will be completed no later than 30 days from such date
except where completion at a later date is necessary or advisable under any
applicable federal securities laws. Such purchases may be made on any
securities exchange where such shares are traded, in the over-the-counter
market, or by negotiated transactions and may be subject to such terms with
respect to price, delivery, and other terms as the Plan Administrator may
agree to. Neither the Company nor any participant shall have any authority
or power to direct the time or price at which shares may be purchased, or
the selection of the broker or dealer through or from whom purchases are to
be made.
In general, shares of Common Stock purchased with optional cash
payments sufficiently in advance of the record date for Common Stock
dividends in any quarter will be entitled to that quarter's dividend.
12. What will be the price of shares of Common Stock purchased under the
Plan?
The purchase price of each share of Common Stock purchased by a
participant in the Plan with reinvested dividends will be 95% of the market
price (determined as described below). The purchase price of shares
purchased with optional cash payments will be 100% of such market price.
Such purchase prices per share are hereinafter referred to as the "Purchase
Price". In the case of shares of Common Stock purchased from the Company,
the "market price" is the average of the high and low sales prices of a
share of Common Stock as quoted on the New York Stock Exchange Composite
Tape for the Investment Date. If there is no trading in the shares of
Common Stock on the New York Stock Exchange for a substantial amount of
time during any Investment Date, the market price will be determined by the
Company on the basis of such market quotations as it shall deem
appropriate. In the case of purchases of Common Stock on the open market,
the "market price" will be the weighted average purchase price of shares
purchased for the relevant Investment Date.
13. How many shares of Common Stock will be purchased for participants?
The number of shares of Common Stock to be purchased depends on the
amount of a participant's reinvested dividends and any optional cash
payments and the Purchase Price of the shares. Each participant's account
will be credited with that number of shares, including fractions computed
to four decimal places, equal to each participant's total amount to be
invested divided by the Purchase Price.
OPTIONAL CASH PAYMENTS
14. How does the cash payment option work?
Optional cash payments received from a participant prior to an
Investment Date will be applied by the Plan Administrator to the purchase
of additional shares of Common Stock on such Investment Date if Common
Stock is purchased from the Company and as soon as practicable (as
explained in Question 11) after such Investment Date if Common Stock is
purchased on the open market. If such cash payments are received on or
after the Investment Date, the optional cash payments will be invested by
the Plan Administrator for the next succeeding Investment Date. Such
purchases will be made at 100% of the market price described in Question
12.
All cash dividends payable on shares of Common Stock credited to the
account of a participant under the Plan, whether such shares were purchased
with reinvested dividends or optional cash payments or such shares are held
under the safekeeping deposit feature, will be automatically reinvested in
additional shares at 95% of the applicable market price. (See Question 12.)
15. How may optional cash payments be made?
An initial optional cash payment may be made by a registered holder of
Common Stock when enrolling in the Plan by enclosing a check or money order
payable to the "ChaseMellon Shareholder Services -- Time Warner Inc." with
the Enrollment and Authorization Card and returning them to the Plan
Administrator at the address set forth in Question 3. After enrolling,
optional cash payments may be made through the use of a cash payment form
which will be attached to a participant's statement of account. The same
amount of money need not be sent each month and there is no obligation to
make an optional cash payment in any month. (See Question 8.)
Each optional cash payment made by a participant must be at least $25,
and the sum of all such payments cannot exceed $10,000 for any calendar
quarter. All purchases made with optional cash payments will appear on the
statement of account sent to each participant following such purchases of
shares of Common Stock under the Plan.
16. When will optional cash payments received by the Plan Administrator be
invested?
Optional cash payments will be invested once each month on the
Investment Date. (See Questions 11 and 14.) Under no circumstances will
interest be paid on optional cash payments. Participants are therefore
advised to transmit their optional cash payments so as to be received by
the Plan Administrator as close as possible but prior to the Investment
Date for that month.
17. Under what circumstances will optional cash payments be returned?
Optional cash payments received by the Plan Administrator prior to any
Investment Date will be returned to the participant upon written request
received by the Plan Administrator at least two business days prior to such
Investment Date. Any optional payments in excess of the $10,000 limit for
each calendar quarter will be returned.
REPORTS TO PARTICIPANTS
18. What kinds of reports will be sent to participants in the Plan?
As soon as practicable after each Investment Date on which shares of
Common Stock have been purchased for a participant's Plan account, a
statement of account will be mailed to such participant by the Plan
Administrator. Each statement of account received by a participant
will be cumulative for each calendar year. The statement is a participant's
continuing record of the cost of his or her purchases and should be
retained for income tax purposes. In addition, each participant will
receive copies of communications sent to holders of the Common Stock
generally, including the Company's Quarterly Reports to Shareholders,
Annual Reports to Shareholders, Notice of Annual Meeting and Proxy
Statement, and any Internal Revenue Service information for reporting
dividend income.
DIVIDENDS ON FRACTIONS OF SHARES
19. Will participants be credited with dividends on fractions of shares?
Yes. Dividends with respect to fractions of shares of Common Stock
held under the Plan, as well as whole shares of Common Stock, will be
credited to the participant's account and will be reinvested in additional
shares.
ISSUANCE OF CERTIFICATES FOR COMMON STOCK
20. Will certificates be issued for shares of Common Stock purchased?
No certificate will be issued to a participant for shares of Common
Stock credited to his or her account unless he or she so requests of the
Plan Administrator in writing, or until his or her account is terminated.
The number of such shares of Common Stock credited to an account under
the Plan will be shown on the participant's statement of account. This
service protects against loss, theft or destruction of stock certificates.
At any time, a participant may request in writing that the Plan
Administrator send him or her a certificate for all or a portion of the
whole shares of Common Stock credited to his or her account as described in
Question 21. Any remaining whole shares and any fractions of a share will
continue to be credited to the participant's account. (See Question 22.)
Shares of Common Stock credited to the account of a participant under
the Plan may not be pledged or assigned. A participant who wishes to pledge
or assign any such shares must request that a certificate for such shares
be issued in his or her name.
Certificates for fractions of a share will not be issued to
participants under any circumstances. (See Questions 21 and 25.)
An institution that is required by law to maintain physical possession
of certificates may request the issuance of certificates for whole shares
purchased under the Plan. This request should be mailed to the Plan
Administrator at the address set forth in Question 3.
21. Can a participant withdraw shares of Common Stock held under the Plan?
Yes. Certificates for any number of whole shares held in the
participant's account under the Plan will be issued upon receipt by the
Plan Administrator of a written request signed by the participant,
specifying the number of whole shares to be withdrawn. This request should
be sent to the Plan Administrator at the address set forth in Question 3
and should contain a reference to Time Warner Inc. Depending on the
participant's authorization, the dividends on these withdrawn shares may
continue to be reinvested pursuant to the Plan. (See Question 22.)
22. Will dividends on shares of Common Stock withdrawn from the Plan
continue to be reinvested?
If the participant has authorized "Full Dividend Reinvestment", cash
dividends with respect to shares of Common Stock withdrawn from a
participant's account will continue to be reinvested. If, however, cash
dividends with respect to only part of the shares of Common Stock
registered in a participant's name are being reinvested, the Plan
Administrator will continue to reinvest dividends on only the number of
shares specified by the participant on the Enrollment and Authorization
Card unless a new Enrollment and Authorization Card specifying a different
number of shares is delivered.
23. What happens when a participant sells or transfers all or a portion of
the shares of Common Stock registered in his or her name?
Even if a participant disposes of all of the shares of Common Stock
registered in his or her name, the Plan Administrator will continue to
reinvest the dividends on the shares of Common Stock that remain credited
to his or her account under the Plan, until a written request for
withdrawal from the Plan is received from the participant. (See Question
25.)
If a participant who is reinvesting the cash dividends on part of the
shares of Common Stock registered in his or her name disposes of a portion
of such shares, the Plan Administrator will continue to reinvest the
dividends on the remainder of such shares up to the number of shares of
Common Stock originally specified in the Enrollment and Authorization Card.
For example, if a participant authorized the Plan Administrator to
reinvest the cash dividends on 50 shares of Common Stock out of a total of
100 shares registered in his or her name, and then the participant disposed
of 25 shares, the Plan Administrator would continue to reinvest the cash
dividends on 50 of the remaining shares. Alternatively, if the participant
disposed of 75 shares of Common Stock, the Plan Administrator would
continue to reinvest the cash dividends on all of the remaining 25 shares.
24. In whose name will certificates be registered when issued to
participants?
Stockholder accounts under the Plan are maintained in the names in
which certificates of participants were registered at the time they entered
the Plan. Accordingly, certificates for whole shares of Common Stock will
be similarly registered when issued. Should a participant want such shares
registered in any name other than that of the holder of record
participating in the Plan, he or she must indicate such name in his or her
request. In the event of such re-registration, a participant would be
responsible for any possible transfer taxes and for compliance with any
applicable transfer requirements. In addition, federal backup withholding
of 31% may apply to dividends subsequently paid on such re-registered
shares unless the taxpayer identification number of the person in whose
name such shares are registered is provided to the Plan Administrator. (See
Question 34.)
TERMINATION OF PARTICIPATION
25. How may a participant withdraw from and cease participation in the
Plan?
A participant may withdraw from participation in the Plan at any time.
In order to withdraw from the Plan entirely, a participant must notify
the Plan Administrator in writing that he or she wishes to withdraw. Such
notice should be forwarded to the Plan Administrator at the address set
forth in Question 3. When a participant withdraws from the Plan or upon
termination of the Plan by the Company, a certificate for the number of
whole shares of Common Stock credited to his or her account under the Plan
will be issued and a cash payment will be made for any fractions of a
share. Such cash payment will be based on the actual market price of a
share of Common Stock less any brokerage fees or commissions, any other
costs of sale and any transfer tax. Federal backup withholding of 31% may
apply to any such cash payments from the Plan. (See Question 34.)
If the request to withdraw and cease participation is received by the
Plan Administrator prior to the record date for a dividend, the withdrawal
will be processed promptly following receipt of the request.
If the request to withdraw and cease participation is received by the
Plan Administrator on or after the record date for a dividend payment, such
request may not become effective until any cash dividend paid on the
dividend payment date has been reinvested and the shares of Common Stock
purchased are credited to the participant's account under the Plan. The
Plan Administrator, in its sole discretion, may either pay any such
dividend in cash or reinvest it in Common Stock on behalf of the
terminating participant. Any optional cash payment that a participant has
sent to the Plan Administrator prior to the request for withdrawal will be
invested in Common Stock unless such participant expressly requests, in the
request for withdrawal, that the Plan Administrator return such optional
cash payment and such request for withdrawal is received at least two
business days prior to the Investment Date. The request for withdrawal will
then be processed as promptly as possible following such Investment Date.
After a participant ceases to participate in the Plan, all subsequent
dividends will be paid to the participant in cash unless he or she
re-enrolls in the Plan, which he or she may do at any time by requesting an
Enrollment and Authorization Card from the Plan Administrator or from the
Company.
In his or her written request for withdrawal of shares from the Plan,
a participant may also request that all or a portion of the whole shares of
Common Stock credited to his or her account be sold. If he or she requests
such sale, the sale will be made by the Plan Administrator as promptly as
possible after processing the request for withdrawal. Subject to the
applicability of federal backup withholding, the participant will receive
the proceeds from such sale, less any brokerage fees or commissions, a
$5.00 service fee, any other costs of sale and any applicable transfer tax.
SAFEKEEPING
26. How does a participant deposit shares of Common Stock for safekeeping
under the Plan?
A participant may deposit with the Plan Administrator any Common Stock
certificates registered in his or her name for safekeeping under the Plan.
There is no charge for this custodial service and by having the Plan
Administrator hold such certificates, a participant is relieved of the
responsibility for loss, theft or destruction of any such certificates.
Dividends paid on shares of Common Stock held for safekeeping by the Plan
Administrator will be reinvested in shares of Common Stock pursuant to the
Plan.
Participants who wish to deposit their Common Stock certificates with
the Plan Administrator for safekeeping under the Plan should send their
certificates (which need not be endorsed) to the Plan Administrator at the
address set forth in Question 3. Because the participant bears the risk of
loss in sending Common Stock certificates to the Plan Administrator, it is
recommended that certificates be sent by registered mail, return receipt
requested and properly insured. Whenever certificates are issued to a
participant either upon request for withdrawal or termination of
participation, new, differently numbered certificates will be issued.
27. May a participant request that his or her shares of Common Stock be
deposited for safekeeping under the Plan without having the
dividends thereon reinvested?
No. All dividends paid on Common Stock held by the Plan Administrator
for safekeeping under the Plan will be reinvested in additional shares of
Common Stock until such Common Stock is withdrawn from participation in the
Plan.
OTHER INFORMATION
28. If the Company has a rights offering, how will the rights on the
shares of Common Stock held under the Plan be handled?
If a participant is entitled to participate in a rights offering, he
or she will receive rights certificates for only the number of whole shares
of Common Stock held for his or her account under the Plan.
29. What happens if the Company splits its stock or declares a dividend or
other distribution payable in stock or other noncash assets?
Any dividend payable in Common Stock or split shares of Common Stock
distributed by the Company on shares of Common Stock credited to the
account of a participant under the Plan will be added to the participant's
account. Any dividend or other distribution payable in stock other than
Common Stock and all other noncash dividends distributed by the Company on
shares of Common Stock credited to the account of a participant under the
Plan will be mailed directly to such participants in the same manner as to
stockholders who are not participating in the Plan. Of course, all stock
dividends, split shares and other noncash distributions made on shares of
Common Stock registered in the name of the participant and not held by the
Plan will also be mailed directly to the participant.
30. How will a participant's shares of Common Stock held in the Plan be
voted at stockholders' meetings?
Shares of Common Stock held by the Plan Administrator under the Plan
for a participant will be voted as the participant directs in a proxy card
provided for that purpose. A proxy card will be sent to each participant in
connection with any annual or special meeting of stockholders, as in the
case of stockholders not participating in the Plan. This proxy will apply
to all whole shares of Common Stock registered in the participant's own
name, if any, as well as to all shares credited to the participant's
account under the Plan. The Plan Administrator will aggregate the
participants' shares voting in a certain way on each matter presented to
the stockholders and, after completing such aggregation, any fractions of a
share will not be voted.
31. What are the responsibilities of the Company and the Plan
Administrator under the Plan?
The Company, Chase and the Plan Administrator will not be liable under
the Plan for any act done in good faith or for any good faith omission to
act including, without limitation, any claim of liability arising out of
failure to terminate a participant's account upon such participant's death
or with respect to the prices at which shares of Common Stock are purchased
or sold for the participant's account, the times when such purchases or
sales are made, or with respect to any fluctuation in market value of the
Common Stock.
The participant should recognize that none of the Company, Chase or
the Plan Administrator can assure him or her of a profit or protect the
participant against a loss on the Common Stock purchased by him or her
under the Plan.
32. May the Plan be changed or discontinued?
Notwithstanding any other provision of the Plan, the Board of
Directors of the Company or any designated committee thereof may amend,
suspend, modify or terminate the Plan at any time (including the period
between a record date and a dividend payment date). Notice of any such
amendment, suspension, modification or termination will be sent to all
participants. Upon a termination of the Plan, any uninvested optional cash
payments will be returned, certificates for whole shares of Common Stock
credited to a participant's account under the Plan will be issued, and a
cash payment will be made for any fractions of a share credited to a
participant's account. Such cash payment may be subject to backup
withholding and will be based on the actual market price of a share of
Common Stock less any brokerage fees or commissions, any other costs of
sale and any transfer tax.
TAXES
33. What are the federal income tax consequences of participation in the
Plan?
Reinvested Dividends. In the case of shares of Common Stock purchased
directly from the Company with reinvested dividends, a participant will be
subject to federal income tax on a taxable dividend in an amount equal to
the number of shares of Common Stock so purchased multiplied by the fair
market value (as defined below) on the Investment Date of the shares so
acquired. The participant's basis in such shares will also equal the fair
market value of the shares on the relevant Investment Date.
Alternatively, when the Plan Administrator purchases shares of Common
Stock on the open market with reinvested dividends, a participant will be
subject to federal income tax on a taxable dividend in an amount equal to
the actual purchase price to the Plan Administrator of the shares so
acquired plus that portion of any brokerage commissions paid by the Company
which is attributable to the purchase of the participant's shares. The
participant's basis in such shares will equal their actual purchase price
to the Plan Administrator plus allocable brokerage commissions.
For purposes of this Question, the "fair market value" of shares on
the Investment Date will be determined under applicable Internal Revenue
Service regulations. Under those regulations, if the Common Stock trades on
the Investment Date, the fair market value is the average of the high and
low sales prices as reported on the New York Stock Exchange Composite Tape
for that date; if the Common Stock does not trade on that date, the fair
market value is the weighted average of the mean of the high and low sales
prices on the nearest trading dates before and after the Investment Date.
Optional Cash Payments. In the case of shares of Common Stock
purchased on the open market with optional cash payments, a participant
will be subject to federal income tax on a taxable dividend in an amount
equal to the portion of any brokerage commissions paid by the Company which
is attributable to the purchase of the participant's shares. The
participant's basis in such shares will be the actual purchase price to the
Plan Administrator of such shares plus allocable brokerage commissions.
In the case of shares of Common Stock purchased directly from the
Company with optional cash payments, a participant will not be treated as
having received any taxable dividend. The participant's basis in such
shares will be the actual purchase price to the Plan Administrator of such
shares.
Receipt or Disposition of Shares. A participant will not realize any
taxable income when he or she receives a certificate for whole shares of
Common Stock credited to his or her account, either upon his or her request
for a certificate for certain of such shares or upon withdrawal from or
termination of the Plan.
A participant will realize gain or loss when shares of Common Stock
are sold or exchanged, whether such sale or exchange is pursuant to his or
her request upon his or her withdrawal from the Plan or takes place after
withdrawal from or termination of the Plan. In the case of fractions of a
share, a participant will realize gain or loss when he or she receives a
cash payment for such fractions of a share credited to his or her account.
The amount of such gain or loss will be the difference between the amount
which the participant receives for such whole shares or fractions of a
share and the tax basis thereof. The holding period of Common Stock
credited to a participant's account will begin on the day following the
date of purchase.
Additional Information. An information statement (on Form 1099) will
be sent to each participant and to the Internal Revenue Service at year-end
showing the amounts taxable to the participant during the year.
All participants are urged to consult their own tax advisors to
determine the particular tax consequences, including consequences under
state and local tax laws, which may result from their participation in the
Plan and the subsequent disposal by them of shares of Common Stock
purchased pursuant to the Plan. The income tax consequences for
participants who do not reside in the United States will vary from
jurisdiction to jurisdiction.
34. How are federal backup withholding provisions applied to participants
in the Plan?
Under the federal income tax law, each participant in the Plan is
required to provide his or her correct taxpayer identification number to
the Plan Administrator. For an individual, the taxpayer identification
number is his or her social security number. If the correct number is not
provided, dividends paid on shares of Common Stock held for a participant
under the Plan and dividends paid on shares of Common Stock held by a
participant (including dividends paid into the Plan and including any
deemed dividends resulting from the payment of brokerage fees by the
Company) may be subject to backup withholding. In addition, cash
distributions from the Plan as described in Questions 25 and 32 may be
subject to backup withholding.
If backup withholding applies, 31% of any such dividends or payments
is required to be withheld. Exempt participants (including, among others,
all corporations and certain foreign individuals) are not subject to backup
withholding and reporting requirements. In order to qualify as exempt, a
foreign individual must submit a statement attesting to that individual's
exempt status.
Forms for certifying a participant's taxpayer identification number
and for establishing the exemption of a foreign participant as well as
additional information concerning the requirements for certification may be
obtained by writing the Plan Administrator at the address set forth in
Question 3 or by calling the Plan Administrator at 1-800-279-1238.
USE OF PROCEEDS
The Company does not know the number of shares of Common Stock that
ultimately will be sold under the Plan, or the prices thereof, but the
Company intends to use the proceeds it receives from its sales of Common
Stock for general corporate purposes, including working capital. The
Company is unable to estimate the amount of the proceeds which will be
devoted to any specific purposes.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Commission by the Company (File
No.1-12259) and by Old Time Warner (File No. 1-8637) pursuant to the
Exchange Act, or as otherwise indicated, are incorporated by reference in
this Prospectus:
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 Company's Current Report on Form 8-K dated October 11,
1996;
5. The Joint Proxy Statement/Prospectus dated September 6, 1996
filed by the Company as part of its Registration Statement
on Form S-4 (Registration No. 333-11471) (the "S-4
Registration Statement"), as filed with the Commission on
September 6, 1996 pursuant to the Securities Act of 1933,
as amended; and
6. The description of the Company's Common Stock 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 Company pursuant
to Sections 13(a) and (c), 14 or 15(d) of the Exchange Act after the date
of this Prospectus and prior to the filing of a post-effective amendment to
the Registration Statement, of which this Prospectus forms a part, 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 Prospectus and to be a part hereof from
the date of filing of such documents or reports. 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 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 Prospectus.
LEGAL MATTERS
Legal matters in connection with the Common Stock offered hereby have
been passed upon for the Company by Thomas W. McEnerney, Esq., Vice
President and Associate General Counsel of the Company, 75 Rockefeller
Plaza, New York, New York 10019. Mr. McEnerney beneficially owns less than
.1% of the Common Stock of the Company.
EXPERTS
The consolidated financial statements and schedules of Old Time Warner
and TWE 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 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 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, 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 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 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 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 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.
INDEMNIFICATION
The following is a brief summary of certain indemnification provisions
of the Company's By-laws, the General Corporation Law of the State of
Delaware and the liability and reimbursement insurance policy covering
members of the Board of Directors and officers of the Company. This summary
is qualified in its entirety by reference to the text thereof.
The Company's By-laws provide for indemnification by the Company, to
the fullest extent authorized by law, of any person who is or was a
director or officer of the Company and who is or was, or is threatened to
be, involved in any manner in any civil or criminal proceedings by reason
of the fact that such person is or was a director, officer, employee or
agent of the Company or was serving as a director, officer, employee or
agent of another entity at the request of the Company except that such
indemnification does not apply to a director or officer of the Company with
respect to a proceeding that was commenced by such director or officer
unless the proceeding was commenced after a "change in control", as defined
in the By-laws. Such indemnification would include liabilities arising
under the Securities Act of 1933, as amended ("Securities Act"). In
general, Delaware law allows a corporation to indemnify its directors and
officers if the director or officer acted in good faith and in a manner
such director or officer reasonably believed to be in, or not opposed to,
the best interests of the corporation and, with respect to a criminal
proceeding, had no reasonable cause to believe such conduct was unlawful.
In addition, the Company's Certificate of Incorporation eliminates the
liability of a director to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director to the extent permitted
by Delaware law. The Company also has a directors' and officers' liability
and reimbursement insurance policy designed to reimburse the Company for
certain payments made by it pursuant to such indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
If any participant in the Plan misplaces or loses a copy of this
Prospectus, the Company will promptly furnish, without charge, an
additional copy of this Prospectus upon the written or oral request of such
participant. Requests for such copies should be directed to the
Shareholder Relations Department, Time Warner Inc., 75 Rockefeller Plaza,
New York, New York 10019, telephone (212) 484-6971.
<PAGE>
PART II
Information Not Required In The Prospectus
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of
the securities covered hereby, all payable by the Registrant, are estimated
to be as follows:
SEC Registration Fee. . . . . . . . . . . . . $15,767
Blue sky fees and expenses. . . . . . . . . . 600
Accounting fees and expenses. . . . . . . . . 4,000
Printing and engraving. . . . . . . . . . . . 13,000
Transfer Agent's and Registrars' Fee. . . . . 31,000
Miscellaneous . . . . . . . . . . . . . . . 500
TOTAL. . . . . . . . . . . . . . . . . . . . $64,867
Item 15. 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 16. Exhibits.
The exhibits listed on the accompanying Exhibit Index are filed
or incorporated by reference as part of this Registration Statement.
Item 17. 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 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.
<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-3 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
22, 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 22, 1996 in the capacities indicated.
Signature Title
(i) Principal Executive Officer:
* Director, Chairman of the Board and
(Gerald M. Levin) Chief Executive Officer
(ii) Principal Financial Officer:
/s/ Richard J. Bressler Senior Vice President and Chief
(Richard J. Bressler) Financial Officer
(iii) Principal Accounting Officer:
/s/ John A. LaBarca Vice President and Controller
(John A. LaBarca)
(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>
EXHIBIT INDEX
Exhibit
Number Description Page
2.1 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)). *
2.2 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). *
4.1 Restated Certificate of Incorporation of the
Registrant (incorporated by reference to
Exhibit 4.3 to the Registrant's Post-Effective
Amendment No. 1 to the S-4 Registration
Statement on a Registration Statement on Form
S-8 (the "S-8 Registration Statement")). *
4.2 Certificate of Amendment of Restated
Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 4.4 to
the S-8 Registration Statement). *
4.3 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). *
4.4 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). *
4.5 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). *
4.6 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). *
4.7 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). *
4.8 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). *
4.9 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). *
4.10 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). *
4.11 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). *
4.12 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). *
4.13 Certificate of 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). *
4.14 By-laws of the Registrant (incorporated by
reference to Exhibit 4.16 to the S-8
Registration Statement). *
4.15 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). *
4.16 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 Waterhouse LLP, independent
accountants, with respect to Paragon
Communications.
23.3 Consent of Price Waterhouse 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 Powers of Attorney dated as of October 10, 1996
(incorporated by reference to Exhibit 24 to the
S-8 Registration Statement). *
*Incorporated by Reference
EXHIBIT 5
October 22, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Time Warner Inc. Dividend Reinvestment
and Stock Purchase Plan
Registration Statement on Form S-3
______________________________________
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-3 (the "Registration Statement") filed with
the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to the registration of 1,300,766
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 issuable pursuant to the terms of
the Time Warner Inc. Dividend Reinvestment and Stock Purchase
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 Prospectus included as part thereof.
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
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the references to our firm under the caption
"Experts" in the Registration Statement on Form S-3 of Time
Warner Inc. (formerly named TW Inc.) ("Time Warner") relating to
its Common Stock and associated Rights to Purchase Series A
Participating Cumulative Preferred Stock issuable pursuant to the
terms of the Time Warner Dividend Reinvestment and Stock Purchase
Plan and to the incorporation by reference therein of (i) our
reports dated February 6, 1996, with respect to the consolidated
financial statements and schedules of Time Warner (referred to
therein as "Old Time Warner") and Time Warner Entertainment
Company, L.P., and our report dated March 3, 1995 with respect to
the combined financial statements of the Time Warner Service
Partnerships, incorporated by reference from Time Warner's Annual
Report on Form 10-K for the year ended December 31, 1995, as
amended by Time Warner's Form 10-KA, dated June 27, 1996, and
(ii) our report dated March 8, 1996, with respect to the
consolidated financial statements and schedule of Cablevision
Industries Corporation and Subsidiaries, and our reports dated
July 28, 1995, with respect to the financial statements of
Newhouse Broadcasting Cable Division of Newhouse Broadcasting
Corporation and Subsidiaries and Vision Cable Division of Vision
Cable Communications, Inc. and Subsidiaries, from Time Warner's
Current Report on Form 8-K dated August 14, 1996, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
New York, New York
October 17, 1996
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of Time Warner Inc. (formerly
named TW Inc.) related to the Time Warner Dividend Reinvestment
and Stock Purchase Plan of our report on the Paragon
Communications financial statements and schedule dated January
19, 1995, except as to Note 6, which is as of January 27, 1995,
which appears on page F-82 of the Annual Report on Form 10-K of
Time Warner Entertainment Company, L.P. for the year ended
December 31, 1994, which is incorporated by reference in the Time
Warner Inc. Annual Report on Form 10-K for the year ended
December 31, 1994. We also consent to the reference to us under
the heading "Experts" in such Registration Statement.
PRICE WATERHOUSE LLP
Denver, Colorado
October 18, 1996
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. (formerly named TW Inc.) related to
the Time Warner Dividend Reinvestment and Stock Purchase Plan 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 Joint Proxy Statement/Prospectus of Time Warner Inc. and
Turner Broadcasting System, Inc. that is made part of the
Registration Statement on Form S-4 (No. 333-11471) of Time Warner
Inc. (formerly named TW Inc.). We also consent to the
incorporation by reference of our report on the Financial
Statement Schedule, which appears on page 43 of such Annual
Report on Form 10-K. We also consent to the reference to us
under the heading "Experts" in the such Registration Statement on
Form S-3.
Price Waterhouse LLP
Atlanta, Georgia
October 18, 1996
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
use of our reports and to all references to our Firm included in
or made a part of this Registration Statement on Form S-3 for
Time Warner Inc. (formerly known as TW Inc.) related to the Time
Warner Dividend Reinvestment and Stock Purchase Plan.
ARTHUR ANDERSEN LLP
Stamford, Connecticut
October 18, 1996
EXHIBIT 23.5
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement on Form S-3 of Time Warner Inc. (formerly
named TW Inc.) related to the Time Warner Dividend Reinvestment
and Stock Purchase Plan of our report dated April 20, 1995, with
respect to the consolidated financial statements of KBLCOM
Incorporated appearing in the Form 8-K of Time Warner Inc. dated
August 14, 1996 and to the reference to us under the heading
"Experts" in the Registration Statement on Form S-3.
DELOITTE & TOUCHE LLP
Houston, Texas
October 18, 1996
