Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TIME WARNER INC.
(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 Inc. 1994 Stock Option Plan
Time Warner 1997 Stock Option 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)
Proposed
Maximum Proposed
Title Of Aggregate Maximum
Securities Amount Offering Aggregate
to be to Be Price Offering Amount of
Registered Registered(1) Per Share(2) Price(2) Registration Fee
Common
Stock,
par value
$.01 per
share
("Common
Stock")(3) 13,360,820 shares $43.5764224 $582,216,733.80 $176,429.31
(1) This Registration Statement also relates to an indeterminate number of
additional shares of Common Stock pursuant to anti-dilution and
adjustment provisions of the above referenced plans.
(2) Calculated pursuant to 457(c) and (h), based on the price at which
outstanding options to purchase shares of the Registrant's Common Stock
registered hereby are exercisable and on the average of the high and low
prices of the Common Stock as reported on the New York Stock Exchange
Composite Tape for May 9, 1997, on which day such average was
$43.88 for the remainder of the shares registered hereby.
(3) This Registration Statement also pertains to Rights to Purchase Series
A Participating Cumulative Preferred Stock ("Rights") of the Registrant.
Upon the occurrence of certain prescribed events, one Right will be
issued for each share of Common Stock. Until the occurrence of such
events, the Rights are not exercisable, will be evidenced by the
certificate for the Common Stock and will be transferred along with
and only with the Common Stock.
<PAGE>
PART II
This Registration Statement on Form S-8 registers 7,110,820
additional shares of the Registrant's Common Stock and Rights for
issuance upon exercise of options granted or to be granted
pursuant to the terms of the Time Warner Inc. 1994 Stock Option
Plan (the "1994 Plan") and 6,250,000 shares of Common Stock and
Rights for issuance upon exercise of options granted or to be
granted pursuant to the terms of the Time Warner 1997 Stock
Option Plan. The contents of the Post Effective Amendment No. 1
to the Registrant's Registration Statement on Form S-4 on Form S-8
(Registration No. 333-11471) (the "S-8 Registration
Statement"), as filed with the Securities and Exchange Commission
(the "Commission") on October 11, 1996 as it relates to the 1994
Plan is hereby incorporated herein by reference to the extent not
replaced hereby.
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by
the Registrant (File No. 1-12259) pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or as
otherwise indicated, are hereby incorporated by reference in this
Registration Statement:
1. The Registrant's Annual Report on Form 10-K for
the year ended December 31, 1996, as amended by
Amendment No. 1 thereto dated March 21, 1997 (the
"1996 Form 10-K");
2. The Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997;
3. The Registrant's Current Report on Form 8-K dated
March 21, 1997 (the "March 1997 Form 8-K"); and
4. 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 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
the Registrant and Time Warner Entertainment Company, L.P. as of
December 31, 1996 and 1995, and for each of the three years in
the period ended December 31, 1996 and the combined financial
statements of the Time Warner Service Partnerships as of December
31, 1994, and for the year then ended, which are incorporated by
reference herein and in the Prospectuses relating hereto by
reference to the Registrant's 1996 Form 10-K, 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 Registrant's March 1997 Form
8-K, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon included therein
and incorporated herein by reference. Such financial statements
and schedules are incorporated herein by reference in reliance
upon such reports given upon the authority of such firm as
experts in accounting and auditing.
The consolidated financial statements of Cablevision
Industries Corporation as of December 31, 1994, and for each of
the two years then ended, which are incorporated herein and in
the Prospectuses relating hereto by reference to the Registrant's
March 1997 Form 8-K, 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 Turner
Broadcasting System, Inc. ("TBS") as of December 31, 1995 and
1994, and for each of the three years in the period ended
December 31, 1995, which are incorporated herein and in the
Prospectuses relating hereto by reference to the Registrant's
March 1997 Form 8-K, and the consolidated financial statements of
Paragon Communications as of December 31, 1994 and for the year
then ended, which is incorporated herein and in the Prospectuses
relating hereto by reference to the Registrant's 1996 Form 10-K,
have been audited by Price Waterhouse LLP, Independent
Accountants, as set forth in their reports thereon included
therein and incorporated herein by reference. Such financial
statements are incorporated herein by reference in reliance upon
such reports given upon the authority of such firm as experts in
accounting and auditing.
Legal matters in connection with the Common Stock
offered hereby have been passed upon for the Registrant by Thomas
W. McEnerney, Esq., 75 Rockefeller Plaza, 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.
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 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, as
amended, 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 May 16, 1997.
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, as
amended, this registration statement has been signed below by the
following persons on May 16, 1997 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:
/s/ Richard J. Bressler Senior Vice President and Chief
(Richard J. Bressler) Financial Officer
(iii) Principal Accounting Officer:
/s/ John A. LaBarca Senior Vice President and
(John A. LaBarca) and Controller
<PAGE>
(iv) Directors:
*
(Merv Adelson)
*
(J. Carter Bacot)
(Stephen F. Bollenbach)
*
(Beverly Sills Greenough)
(Gerald Greenwald)
*
(Carla A. Hills)
*
(Reuben Mark)
*
(Michael A. Miles)
*
(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 and March 20, 1997
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 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 Correction of the
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 3.(i)(h) to the
Registrant's 1996 Form 10-K). *
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 F Convertible Preferred Stock of
the Registrant (incorporated by
reference to Exhibit 4.10 to the S-8
Registration Statement). *
4.12 Certificate of Correction of the
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 3.(i)(j) to the
Registrant's 1996 Form 10-K). *
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 G Convertible Preferred Stock of
the Registrant (incorporated by
reference to Exhibit 4.11 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 H Convertible Preferred Stock of
the Registrant (incorporated by
reference to Exhibit 4.12 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
Series I Convertible Preferred Stock of
the Registrant (incorporated by
reference to Exhibit 4.13 to the S-8
Registration Statement). *
4.16 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). *
4.17 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). *
4.18 By-laws of the Registrant (incorporated
by reference to Exhibit 3.(ii) to the
Registrant's 1996 Form 10-K). *
4.19 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). *
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 Turner Broadcasting System, Inc.
23.3 Consent of Price Waterhouse LLP,
Independent Accountants, with respect
to Paragon Communications.
23.4 Consent of Arthur Andersen LLP,
Independent Public Accountants.
23.5 Consent of Thomas W. McEnerney, Esq.
included in 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 Power of Attorney dated as of March 20,
1997.
*Incorporated by reference
May 16, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Time Warner Inc.
Form S-8 Registration Statement
Gentlemen:
I am an Associate General Counsel and Vice President of Time
Warner Inc., a Delaware corporation (the "Company"), and I am
delivering this opinion in connection with a Registration
Statement on Form S-8 (the "Registration Statement") filed with
the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to the registration of an aggregate
of 13,360,820 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 upon exercise of options granted or to be granted
pursuant to the terms of the Time Warner Inc. 1994 Stock Option
Plan and the Time Warner 1997 Stock Option Plan (collectively,
the "Plans").
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 Plans, (c) resolutions adopted by the Board
of Directors of the Company, (d) resolutions adopted by the
Stockholders of the Company and (e) the Registration Statement.
Based upon the foregoing, I am of the opinion that the shares of
Common Stock issuable pursuant to the terms of the Plans have
been duly authorized and, when sold pursuant to the terms of the
Plans, 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,
/s/ Thomas W. McEnerney
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Interests of Named Experts and Counsel" in the Registration
Statement on Form S-8 pertaining to the registration of
13,360,820 shares of Time Warner Inc. ("Time Warner") common
stock and associated rights to purchase Series A Participating
Cumulative Preferred Stock and to the incorporation by reference
therein of i) our reports dated February 11, 1997, with respect
to the (a) consolidated financial statements, schedules, and
supplementary information of Time Warner and (b) consolidated
financial statements and schedule of 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, 1996, as
amended by Form 10-K/A Amendment No. 1 dated March 21, 1997 and
ii) our report dated March 8, 1996, with respect to the
consolidated financial statements and schedule of Cablevision
Industries Corporation and Subsidiaries ("Cablevision") included
in Cablevision's Annual Report on Form 10-K for the year ended
December 31, 1995, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
New York, New York
May 15, 1997
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Time Warner Inc. and the
prospectuses related thereto, of our report dated February 5,
1996, which appears on page 53 of Turner Broadcasting System,
Inc.'s 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 Current Report on Form 8-K of
Time Warner Inc. dated March 21, 1997, which is incorporated by
reference in this Registration Statement and the prospectuses
related thereto. We also consent to the reference to us under
the heading "Experts" in such Registration Statement and the
prospectuses related thereto.
Price Waterhouse LLP
Atlanta, Georgia
May 15, 1997
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 for Time Warner Inc. and the
prospectuses related to the Time Warner Inc. 1994 Stock Option
Plan and the Time Warner 1997 Stock Option 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 "Interests of Named Experts and Counsel" in
such Registration Statement and the prospectuses related thereto.
PRICE WATERHOUSE LLP
Denver, Colorado
May 15, 1997
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. related to the Time Warner Inc. 1994 Stock Option
Plan and the Time Warner 1997 Stock Option Plan and the
prospectuses related thereto.
ARTHUR ANDERSEN LLP
Stamford, Connecticut
May 15, 1997
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
officers and directors of Time Warner Inc. (formerly named TW
Inc.), a Delaware corporation (the "Corporation"), hereby
constitutes and appoints RICHARD J. BRESSLER, PETER R. HAJE,
GERALD M. LEVIN, JOHN A. LABARCA, PHILIP R. LOCHNER, JR., THOMAS
W. MCENERNEY, AND RICHARD D. PARSONS and each of them, his true
and lawful attorneys-in-fact and agents, with full power to act
without the others, for him and in his name, place and stead, in
any and all capacities, to sign one or more Registration
Statements on Form S-3, Form S-4 or Form S-8 or any other
appropriate form and any and all amendments to any such
Registration Statement (including post-effective amendments), to
be filed with the Securities and Exchange Commission for the
registration under the provisions of the Securities Act of 1933,
as amended, of the shares of common stock, par value $0.01 per
share, of the Corporation (including any associated preferred
stock purchase rights), the shares of preferred stock par value
$.10 per share, of the Corporation, and interests in certain
employee benefit plans of the Corporation and its subsidiaries to
be issued in connection with (a) transactions contemplated by the
Amended and Restated Agreement and Plan of Merger dated as of
September 22, 1995, among the Corporation, Time Warner Inc., Time
Warner Acquisition Corp., TW Acquisition Corp. and Turner
Broadcasting System, Inc., as amended by Amendment No. 1 thereto
dated as of August 8, 1996 (the "Merger Agreement"), (b) the Time
Warner Dividend Reinvestment and Stock Purchase Plan, and (c)
certain employee benefit plans of the Corporation including (1)
the Time Warner Savings Plan, (2) the Cable Employees Savings
Plan, (3) the Time Warner Thrift Plan, (4) the Time Warner 1989
Stock Incentive Plan, (5) the Time Warner 1989 Lorimar Non-Employee
Replacement Stock Option Plan, (6) the Time Warner 1989
WCI Replacement Stock Option Plan, (7) the 1988 Restricted Stock
Plan for Non-Employee Directors of Time Warner Inc., (8) the Time
Warner Inc. 1988 Stock Incentive Plan, (9) the Time Warner 1986
Stock Option Plan, (10) the Time Warner 1981 Stock Option Plan,
(11) the Time Warner Publishing Group Stock Incentive Plan, (12)
the Time Warner Filmed Entertainment Group Stock Incentive Plan,
(13) the Time Warner Music Group Stock Incentive Plan, (14) the
Time Warner Programming Group Stock Incentive Plan, (15) the Time
Warner Cable Television Group Stock Incentive Plan, (16) the Time
Warner Corporate Group Stock Incentive Plan, (17) the Time Warner
Inc. 1993 Stock Option Plan, (18) the Time Warner Inc. 1994 Stock
Option Plan, (19) the Time Warner 1996 Stock Option Plan for
Non-Employee Directors, (20) the Turner Broadcasting System, Inc.
1988 Stock Option Plan, (21) the Turner Broadcasting System, Inc.
1993 Stock Option and Equity-Based Award Plan, (22) the New Line
Cinema Corporation 1986 Stock Option Plan, (23) the New Line
Cinema Corporation 1990 Stock Option Plan, (24) the New Line
Cinema Corporation 1991 Stock Option Plan, (25) the New Line
Cinema Corporation Nonqualified Stock Option Agreements, and (26)
other employee stock incentive, stock option and benefit plans or
successor plans maintained for the benefit of employees of the
Corporation or any of its subsidiaries and Turner Broadcasting
System, Inc. or any of its subsidiaries, including New Line
Cinema Corporation, in accordance with the terms of the Merger
Agreement, with power where appropriate to affix thereto the
corporate seal of the Corporation and to attest said seal, and to
file any such Registration Statement, including a form of
prospectus, and any and all amendments and post-effective
amendments to any such Registration Statement, with all exhibits
thereto, and any and all documents in connection therewith, with
the Securities and Exchange Commission, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite
and necessary to be done in and about the premises, as fully to
all intents and purposes as he 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 has hereunto set his
name as of the 20th day of March, 1997.
(iv) Directors:
/s/ J. Carter Bacot
(J. Carter Bacot)
