Registration No. 333-11471
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT No. 5
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
on
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 Savings Plan
Cable Employees Savings Plan
(Full title of the Plans)
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)
This Post-Effective Amendment No. 5 covers 1,858,432 shares (1,395,072
shares under the Time Warner Savings Plan and 463,360 under the Cable
Employees Savings Plan) of the Registrant's Common Stock, par value $.01
per share, originally registered on a Registration Statement on Form S-4 to
which this is an amendment. The registration fees in respect of such
Common Stock (totaling $20,947.56)were paid at the time of the original
filing of the Registration Statement on Form S-4 relating to such
Common Stock.
This Registration Statement also pertains to (a) an indeterminate number of
additional shares of Common Stock pursuant to anti-dilution and adjustment
provisions 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 and of the above referenced plans.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
INTRODUCTORY STATEMENT
Time Warner Inc. (formerly named TW Inc.) (the "Registrant") hereby
amends its Registration Statement on Form S-4 (No. 333-11471), effective
September 6, 1996 (the "S-4 Registration Statement"), by filing this
Post-Effective Amendment on Form S-8 relating to its Common Stock, par value
$.01 per share, and associated Rights to Purchase Series A Participating
Cumulative Preferred Stock, par value $.10 per share (collectively, the
"Common Stock"), to be issued pursuant to the terms of the Time Warner Savings
Plan and the Cable Employees Savings Plan (collectively, the "Plans").
On October 10, 1996, pursuant to an Amended and Restated Agreement and
Plan of Merger (the "Merger Agreement") dated as of September 22, 1995, as
amended, between Time Warner Companies, Inc. (formerly named Time Warner Inc.)
("Old Time Warner"), the Registrant (formerly a wholly owned subsidiary of Old
Time Warner), Time Warner Acquisition Corp., formerly a Delaware corporation
and a wholly owned subsidiary of the Registrant ("Delaware Sub"), TW
Acquisition Corp., formerly a Georgia corporation and a wholly owned
subsidiary of the Registrant ("Georgia Sub"), and Turner Broadcasting System,
Inc. ("TBS"), among other things: (a) Delaware Sub was merged into Old Time
Warner, (b) each outstanding share of Common Stock, par value $1.00 per share,
of Old Time Warner ("Old Time Warner Common Stock"), other than shares held
directly or indirectly by Old Time Warner, was converted into one share of
Common Stock, par value $.01 per share, of the Registrant, (c) Georgia Sub was
merged into TBS (collectively, with (a), the "Mergers"), (d) the outstanding
capital stock of TBS, other than shares held directly or indirectly by Old
Time Warner or the Registrant or in the treasury of TBS and shares with
respect to which dissenters' rights were properly exercised, was converted
into the right to receive the Registrant's Common Stock, (e) each of Old Time
Warner and TBS became a wholly owned subsidiary of the Registrant, (f) the
Registrant was renamed "Time Warner Inc." and (g) the Registrant assumed Old
Time Warner's obligations under the Plans.
Prior to the Mergers, shares of Old Time Warner Common Stock to be
issued under the Cable Plan were registered by Old Time Warner under
Registration Statements or Post-Effective Amendments to Registration
Statements on Form S-8, Registration Nos. 2-62477, 2-67216, 33-37929 and
33-47152, 33-16507 and 33-48381. After the effective time of the Mergers,
shares of Common Stock of the Registrant will be issued pursuant to the
terms of the Plans.
This Post-Effective Amendment relates only to the Common Stock of the
Registrant issuable under the Plans and an indeterminate amount of interests
to be offered or sold pursuant to the Plans.
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant (File No. 1-12259) or by Old
Time Warner (File No. 1-8637) pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or as otherwise indicated, are hereby
incorporated by reference in this Post-Effective Amendment No. 5 to the S-4
Registration Statement:
1. Old Time Warner's Annual Report on Form 10-K for the year
ended December 31, 1995, as amended by Old Time Warner's
Form 10-K/A dated June 27, 1996 (the "1995 Form 10-K");
2. Old Time Warner's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996;
3. Old Time Warner's Current Reports on Form 8-K dated January
4, 1996, March 22, 1996, March 25, 1996, April 2, 1996,
April 4, 1996, April 11, 1996, May 15, 1996, August 6, 1996,
August 14, 1996, September 6, 1996 and September 12, 1996;
4. The Joint Proxy Statement/Prospectus dated September 6, 1996
filed by the Registrant as part of its S-4 Registration
Statement, as filed with the Commission on September 6, 1996
pursuant to the Securities Act of 1933, as amended; and
5. Time WarnerEmployees Savings Plan Annual Report on Form 11-K for
the year ended December 30, 1995 and and Cable Employees
Savings Plan Annual Report on Form 11-K for the year ended
December 31, 1995 filed by Old Time Warner on Form 10-K/A
dated June 27, 1996; and
6. The description of the Registrant's Common Stock and Rights
to purchase Series A Participating Cumulative Preferred
Stock, par value $.10 per share, contained in Item 4 of its
Registration Statement on Form 8-B, as filed with the
Commission on October 2, 1996, pursuant to Section 12(b) of
the Exchange Act.
All documents and reports subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 or 15(d) of the Exchange Act after the
date of this post-effective amendment to the S-4 Registration Statement and
prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been sold,
or which deregisters all such securities remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents or reports. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein and to be a part hereof shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements and schedules of Old Time
Warner and Time Warner Entertainment Company, L.P. appearing in the 1995 Form
10-K, the combined financial statements of the Time Warner Service
Partnerships incorporated by reference therein, and the consolidated
financial statements and schedule of Cablevision Industries Corporation as of
December 31, 1995, and for the year then ended, which are incorporated herein
and in the Prospectuses relating hereto by reference to the Joint Proxy
Statement/Prospectus included as part of the S-4 Registration Statement, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon included therein and incorporated herein by reference. Such
financial statements and schedules are incorporated herein by reference in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.
The financial statements of Newhouse Broadcasting Cable Division
of Newhouse Broadcasting Corporation and Subsidiaries as of July 31, 1994 and
1993, and for each of the three years in the period ended July 31, 1994, and
the financial statements of Vision Cable Division of Vision Cable
Communications, Inc. and Subsidiaries as of December 31, 1994 and 1993, and
for each of the three years in the period ended December 31, 1994, which are
incorporated herein and in the Prospectuses relating hereto by reference to
the Joint Proxy Statement/Prospectus included as part of the S-4 Registration
Statement, have been audited by Ernst & Young LLP, independent auditors, as
set forth in their reports thereon included therein and incorporated herein by
reference. Such financial statements are incorporated herein by reference in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.
The financial statements of Paragon Communications as of December
31, 1994 and 1993, and for each of the three years in the period ended
December 31, 1994, which are incorporated herein and in the Prospectuses
relating hereto by reference to the 1995 Form 10-K, and the consolidated
financial statements of Turner Broadcasting System, Inc. as of December 31,
1995 and 1994, and for the three years in the period ended December 31, 1995,
which are incorporated herein and in the Prospectuses relating hereto by
reference to the Joint Proxy Statement/Prospectus included as part of the S-4
Registration Statement, have been audited by Price Waterhouse LLP,
independent accountants, as stated in their reports thereon included therein
and incorporated herein by reference. Such financial statements are
incorporated herein by reference in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Cablevision Industries
Corporation as of December 31, 1994, and for each of the two years in the
period ended December 31, 1994, which are incorporated herein and in the
Prospectuses relating hereto by reference to the Joint Proxy
Statement/Prospectus included as part of the S-4 Registration Statement, have
been audited by Arthur Andersen LLP, Independent Public Accountants, as set
forth in their report thereon included therein and incorporated herein by
reference. Such financial statements have been incorporated herein by
reference in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.
The consolidated financial statements of KBLCOM Incorporated as of
December 31, 1994 and 1993, and for each of the three years in the period
ended December 31, 1994, which are incorporated herein and in the Prospectuses
relating hereto by reference to the Joint Proxy Statement/Prospectus included
as part of the S-4 Registration Statement, have been audited by Deloitte &
Touche LLP, Independent Auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such financial
statements have been incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
Legal matters in connection with the Common Stock offered hereby
have been passed upon for the Registrant by Cravath, Swaine & Moore, 825
Eighth Avenue, New York, NY 10019.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify directors and officers as well as
other employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceedings, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action, and the
statute requires court approval before there can be any indemnification where
the person seeking indemnification has been found liable to the corporation.
The statute provides that it is not exclusive of other indemnification that
may be granted by a corporation's charter, by-laws, disinterested director
vote, stockholder vote, agreement or otherwise.
Article VI of the Registrant's By-laws requires indemnification to
the fullest extent permitted under Delaware law of any person who is or was a
director or officer of the Registrant who is or was involved or threatened to
be made so involved in any action, suit or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that such person
is or was serving as a director, officer or employee of the Registrant or any
predecessor of the Registrant or was serving at the request of the Registrant
as a director, officer or employee of any other enterprise.
Section 102(b)-(7) of the DGCL permits a provision in the
certificate of incorporation of each corporation organized thereunder, such as
the Registrant, eliminating or limiting, with certain exceptions, the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director. Section 1, Article X of
the Restated Certificate of Incorporation of the Registrant eliminates the
liability of directors to the extent permitted by Section 102(b)(7).
The foregoing statements are subject to the detailed provisions of
Sections 145 and 102(b)(7) of the DGCL, Article VI of such By-laws and Section
1, Article X of such Restated Certificate of Incorporation, as applicable.
The Registrant's Directors' and Officers' Liability and
Reimbursement Insurance Policy is designed to reimburse the Registrant for any
payments made by it pursuant to the foregoing indemnification. Such policy
has coverage of $50,000,000.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed on the accompanying Exhibit Index are filed or
incorporated by reference as part of this Registration Statement.
The undersigned Registrant hereby undertakes that it will submit or
has submitted each of the Plans and any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner and has made or will make all
changes required by the IRS in order to qualify each Plan under Section
401 of the Internal Revenue Code of 1986, as amended.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective
Registration Statement.
(iii)To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the Registration Statement is on Form S-3,
Form S-8, or Form F-3 and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE> SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City and State of New York, on October 11, 1996.
TIME WARNER INC.
By /s/ Richard J. Bressler
Name: Richard J. Bressler
Title: Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons on October 11, 1996
in the capacities indicated.
Signature Title
(i) Principal Executive Officers:
* 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)
<PAGE>
(iv) Directors:
*
(Merv Adelson)
*
(Lawrence B. Buttenwieser)
*
(Beverly Sills Greenough)
*
(Carla A. Hills)
*
(David T. Kearns)
*
(Reuben Mark)
*
(Michael A. Miles)
*
(J. Richard Munro)
*
(Richard D. Parsons)
*
(Donald S. Perkins)
*
(R. E. Turner)
*
(Raymond S. Troubh)
*
(Francis T. Vincent, Jr.)
Constituting a majority of the Board of Directors
*By /s/ Peter R. Haje
(Peter R. Haje)
(Attorney-in-Fact)
*Pursuant to Powers of Attorney
dated as of October 10, 1996<PAGE>
Time Warner Savings Plan
Pursuant to the requirements of the Securities Act of 1933, the administrators
of the Time Warner Savings Plan have duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City and State of New York, on October 11, 1996.
TIME WARNER SAVINGS PLAN
By /s/Carolyn K. McCandless
(Carolyn K. McCandless, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons on October 11, 1996 in the
capacities indicated.
Members of the Committee Administering the Plan
John A. LaBarca
Philip R. Lochner, Jr.
Carolyn K. McCandless
Andra D. Sanders
Paul D. Williams
By /s/ Carolyn K. McCandless
(Carolyn K. McCandless, Attorney-in-Fact)
<PAGE>
Cable Employees Savings Plan
Pursuant to the requirements of the Securities Act of 1933, the administrators
of the Cable Employees Savings Plan have duly caused this Post-Effective
Amendment No. 5 to the S-4 Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of Stamford, State
of Connecticut on October 11, 1996.
CABLE EMPLOYEES SAVINGS PLAN
By /s/ Tommy J. Harris
(Tommy J. Harris, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed by the
following persons on October 11, 1996 in the capacities indicated.
Members of the Committee Administering the Plan
Glenn A. Britt
James P. Cottingham
James H. Doolittle
Charles W. Ellis
Tommy J. Harris
By /s/ Tommy J. Harris
(Tommy J. Harris, Attorney-in-Fact)
<PAGE
EXHIBIT INDEX
Exhibit
Number Description Page
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 as of
November 16, 1995 of Old Time Warner (File No.
1-8637)). *
4.2 Amendment No. 1 dated as of August 8, 1996 to
the Merger Agreement (incorporated by reference
to Appendix A-1(b) to the Joint Proxy
Statement/Prospectus included as part of the
S-4 Registration Statement). *
4.3 Restated Certificate of Incorporation of the
Registrant (incorporated by reference to
Exhibit 4.3 of the Registrant's Post-Effective
Amendment No. 1 to Form S-4 Registration
Statement on Form S-8 Registration Statement
(the "S-8 Registration Statement"). *
4.4 Certificate of Amendment of Restated
Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 4.4 to
the S-8 Registration Statement). *
4.5 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating,
Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions
Thereof, of Series LMC Stock of the Registrant
(incorporated by reference to Exhibit 4.5 to
the S-8 Registration Statement). *
4.6 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating,
Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions
Thereof, of Series LMCN-V Stock of the
Registrant (incorporated by reference to
Exhibit 4.6 to the S-8 Registration Statement). *
4.7 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating,
Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions
Thereof, of Series A Participating Cumulative
Preferred Stock of the Registrant (incorporated
by reference to Exhibit 4.7 to the S-8
Registration Statement). *
4.8 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating,
Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions
Thereof, of Series D Convertible Preferred
Stock of the Registrant (incorporated by
reference to Exhibit 4.8 to the S-8
Registration Statement). *
4.9 Certificate of the Voting Powers,
Designations, Preferences and Relative,
Participating, Optional or Other Special
Rights, and Qualifications, Limitations or
Restrictions Thereof, of Series E Convertible
Preferred Stock of the Registrant (incorporated
by reference to Exhibit 4.9 to the S-8
Registration Statement). *
4.10 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating,
Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions
Thereof, of Series F Convertible Preferred
Stock of the Registrant (incorporated by
reference to Exhibit 4.10 to the S-8
Registration Statement). *
4.11 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating,
Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions
Thereof, of Series G Convertible Preferred
Stock of the Registrant (incorporated by
reference to Exhibit 4.11 to the S-8
Registration Statement). *
4.12 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating,
Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions
Thereof, of Series H Convertible Preferred
Stock of the Registrant (incorporated by
reference to Exhibit 4.12 to the S-8
Registration Statement). *
4.13 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating,
Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions
Thereof, of Series I Convertible Preferred
Stock of the Registrant (incorporated by
reference to Exhibit 4.13 to the S-8
Registration Statement). *
4.14 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating,
Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions
Thereof, of Series J Convertible Preferred
Stock of the Registrant (incorporated by
reference to Exhibit 4.14 to the S-8
Registration Statement). *
4.15 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating,
Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions
Thereof, of 10-1/4% Series M Exchangeable
Preferred Stock of the Registrant (incorporated
by reference to Exhibit 4.15 to the S-8
Registration Statement). *
4.16 By-laws of the Registrant (incorporated by
reference to Exhibit 4.16 to the S-8
Registration Statement). *
4.17 Rights Agreement, between the Registrant and
ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (incorporated by reference to
Exhibit 4.17 to the S-8 Registration
Statement). *
4.18 Shareholder's Agreement (the "Shareholders'
Agreement"), dated as of September 22, 1995,
among Old Time Warner, R.E. Turner and certain
associates and affiliates of R. E. Turner
(incorporated by reference to Appendix A-3 to
the Joint Proxy Statement/Prospectus included
as part of the S-4 Registration Statement;
Schedule 1 to the Shareholders' Agreement is
incorporated by reference to Exhibit 10(a) to
the Current Report on Form 8-K dated September
22, 1995 of Old Time Warner (File No. 1-8637)). *
5. Opinion of Cravath, Swaine & Moore regarding
the legality of the securities being registered
(incorporated by reference to Exhibit 5 to the
S-4 Registration Statement). *
23.1 Consent of Ernst & Young LLP, independent
auditors.
23.2 Consent of Price Warehouse LLP, independent
accountants, with respect to Paragon
Communications.
23.3 Consent of Price Warehouse LLP, independent
accountants, with respect to Turner
Broadcasting System, Inc.
23.4 Cconsent of Arthur Andersen LLP, Independent
Public Acountants.
23.5 Consent of Deloitte & Touche LLP, Independent
Auditors.
23.6 Consent of Cravath, Swaine & Moore
(incorporated by reference to Exhibit 5 to the
S-4 Registration Statement). *
24.1 Powers of Attorney dated as of October 10, 96
(incorporated by reference to Exhibit 24 to the
S-8 Registration Statement). *
24.2 Powers of Attorney for the Administrative
Committee of the Cable Plan (incorporated by
reference to Exhibit 24.2 to Old Time Warner's
Post-Effective Amendment No. 1 to Form S-8
Registration Statement (Registration No. 33-47151)). *
24.3 Powers of Attorney for the Administrative
Committee for the Time Warner Savings Plan and the Time
Warner Thrift Plan.
*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 Post Effective
Amendment No.5 to Form S-4 (Registration Statement No. 333-11471)
filed on Form S-8 of Time Warner Inc. (formerly named TW
Inc.)("Time Warner") 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 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
Post-Effective Amendment No. 5 on Form S-8 to Registration
Statement No. 333-11471 on Form S-4 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
Post-Effective Amendment No. 5 to Form S-4 (No. 333-11471) 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 Post-Effective Amendment No. 5 to
Form S-4 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 Post Effective Amendment No. 5 to the
Registration Statement on Form S-4 (Registration Statement File
No. 333-1147) for Time Warner Inc. (formerly known as TW Inc.).
ARTHUR ANDERSEN LLP
Stamford, Connecticut
October 10, 1996
EXHIBIT 23.5
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Post-Effective Amendment No. 5 on Form S-8 to Registration
Statement No. 333-11471 on Form S-4 of Time Warner Inc. (formerly
named TW Inc.) 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 Post-Effective Amendment No. 5
on Form S-8 to Registration Statement No. 333-11471 on Form S-4.
DELOITTE & TOUCHE LLP
Houston, Texas
October 10, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the Time Warner Savings Plan
and the Time Warner Thrift Plan (the "Plans") and each of the undersigned
members of the Administrative Committee of the Plans of Time Warner Inc.
(formerly named TW Inc.) ("Time Warner"), a Delaware corporation, which will
file or has filed with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended, one or
more Registration Statements on Form S-8 relating to the registration under
said Act of interests in said Plans and of 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, of Time Warner to be
issued pursuant to said Plans, hereby constitutes and appoints JOHN A.
LaBARCA, PHILIP R. LOCHNER, JR., CAROLYN K. MCCANDLESS, ANDRA D. SANDERS, and
PAUL D. WILLIAMS, and each of them its true and lawful attorneys-in-fact and
agents, with full power to act without the others for the Plans and in the
Plans' name, place and stead, in any and all capacities, to sign and to file
such Registration Statement and all amendments and post-effective amendments
thereto, with all exhibits thereto, and any and all documents in connection
therewith, with the Securities and Exchange Commission in connection with any
matter relating to said Registration Statements and to any and all such
amendments and post-effective amendments, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform any and all acts and things requisite and necessary to be done
in and about the premises as fully and to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney as of the 10th day of October, 1996.
TIME WARNER SAVINGS PLAN MEMBERS OF THE COMMITTEE
ADMINISTERING THE PLANS
BY /s/ Carolyn K. McCandless /s/ John LaBarca
Name: Carolyn K. McCandless
Member of the Committee /s/ Philip R. Lochner, Jr.
Administering the Plan
/s/ Carolyn K. McCandless
/s/ Andra D. Sanders
/s/ Paul D. Williams
TIME WARNER THRIFT PLAN
BY/s/ Carolyn K. McCandless
Name: Carolyn K. McCandless
Member of the Committee
Administering the Plan
