Registration No. 333-14053
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
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)
<PAGE>
PART II
The purpose of this amendment is to file certain exhibits that were
inadvertently omitted from the initial filing.
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 post-
effective amendment to its registration statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the City and State
of New York, on October 15, 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 post-
effective amendment to its registration statement has been signed below by
the following persons on October 15, 1996 in the capacities indicated.
Signature Title
(i) Principal Executive Officer:
* Director, Chairman of the Board
(Gerald M. Levin) and Chief Executive Officer
(ii) Principal Financial Officer:
Senior Vice President
/s/ Richard J. Bressler and Chief Financial Officer
(Richard J. Bressler)
(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
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 post-
effective amendment to its registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City and State
of New York, on October 15, 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 post-
effective amendment to its registration statement has been signed by the
following persons on October 15, 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 the 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
(incorporated by reference to Exhibit 5 to the
Registrant's Registration Statement on Form S-8
(Registration No. 333-14053)). *
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). *
24.1 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 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the references to our firm under the caption
"Interests of Named Experts and Counsel" in the Registration
Statement on Form S-8 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 to be issued pursuant to the terms of the Time Warner
Thrift 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 10, 1996
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Time Warner Inc. (formerly
named TW Inc.) 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 "Interests
of Named Experts and Counsel" in such Registration Statement.
PRICE WATERHOUSE LLP
Denver, Colorado
October 10, 1996
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of Time Warner Inc. (formerly
named TW Inc.) of our report dated February 5, 1996, which
appears on page 53 of Turner Broadcasting System, Inc.'s 1995
Annual Report to Shareholders, which is incorporated by reference
in Turner Broadcasting System, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1995, which is incorporated by
reference in the Joint Proxy Statement/Prospectus of Time Warner
Inc. and Turner Broadcasting System, Inc. that is made a 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 Interests of Named Experts and Counsel in such
Registration Statement on Form S-8.
Price Waterhouse LLP
Atlanta, Georgia
October 10, 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-8 for Time
Warner Inc. (formerly known as TW Inc.) related to the Time
Warner Thrift Plan.
ARTHUR ANDERSEN LLP
Stamford, Connecticut
October 10, 1996
EXHIBIT 23.5
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Time Warner Inc. (formerly named TW
Inc.) related to the Time Warner Thrift 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 "Interests of Named Experts and Counsel" in the
Registration Statement on Form S-8.
DELOITTE & TOUCHE LLP
Houston, Texas
October 10, 1996
