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As filed with the Securities and Exchange Commission on November 6, 1997
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.
(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
(Name and Address of agent for service)
(212) 484-8000
(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. / /
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. /x/
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.
/ /_________
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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(1) Maximum Maximum Registration
to be Offering Aggregate Fee
Registered Price Per Offering
Share(2) Price (2)
Common 117,824 $35.79 $4,216,921 $1,277.85
Stock, Shares
par value
$.01 per share(1)
(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 1989 Lorimar Non-Employee Replacement Stock Option
Plan described herein (the "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(h)(1), based on the price at which
the options awarded under the Plan may be exercised.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.<PAGE>
INTRODUCTORY STATEMENT
Time Warner Inc. (the "Registrant") is filing this Registration
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 upon the exercise of options ("Options")
granted under the Time Warner 1989 Lorimar Non-Employee Replacement
Stock Option Plan (the "Plan").
On October 10, 1996, pursuant to an Amended and Restated Agreement
and Plan of Merger (the "Merger Agreement") dated as of September 22,
1995, as amended, between Time Warner Companies, Inc. (formerly named
Time Warner Inc.) ("Old Time Warner"), the Registrant (formerly a wholly
owned subsidiary of Old Time Warner), Time Warner Acquisition Corp.,
formerly a Delaware corporation and a wholly owned subsidiary of the
Registrant ("Delaware Sub"), TW Acquisition Corp., formerly a Georgia
corporation and a wholly owned subsidiary of the Registrant ("Georgia
Sub"), and Turner Broadcasting System, Inc. ("TBS"), among other things:
(a) Delaware Sub was merged into Old Time Warner, (b) each outstanding
share of Common Stock, par value $1.00 per share, of Old Time Warner
("Old Time Warner Common Stock"), other than shares held directly or
indirectly by Old Time Warner was converted into one share of Common
Stock 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, were
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, Options were exercisable to purchase Old Time
Warner Common Stock that was registered by Old Time Warner under a
Registration Statement on Form S-3, Registration No. 33-29031.
As a result of the Mergers, each Option to purchase Old Time Warner
Common Stock outstanding immediately prior to the effective time of the
Mergers became an Option to acquire (on the same terms and conditions as
were applicable under such Option to purchase Old Time Warner Common
Stock) an equal amount of Common Stock of the Registrant. This
Registration Statement relates only to the Common Stock of the
Registrant issuable pursuant to the terms of the Plan.
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Prospectus
________________________________________________________________________
TIME WARNER
1989 Lorimar Non-Employee Replacement Stock Option Plan
On October 10, 1996, the combination of Time Warner Inc. and Turner
Broadcasting System, Inc. ("TBS") became effective. In connection with
this combination, among other things, Time Warner Inc. changed its name
to Time Warner Companies, Inc. ("Old Time Warner") and 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 ("Old Time Warner Common Stock"), 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 together with associated Rights to Purchase Series A
Participating Cumulative Preferred Stock, par value $.10 per share, of
the Company (collectively referred to herein as the "Common Stock"). In
addition, as a result of this combination, each option to purchase Old
Time Warner Common Stock awarded under the Time Warner 1989 Lorimar
Non-Employee Replacement Stock Option Plan (the "Lorimar Replacement
Plan" or the "Plan"), and the agreements evidencing awards thereunder,
outstanding immediately prior to the effective time of the combination
became an option to acquire (on the same terms and conditions as were
applicable under such option) an equal amount of Common Stock at the
same exercise price. The Company is required to deliver this Prospectus
to holders of options under the Plan because the Common Stock will be
issued upon exercise of an option instead of Old Time Warner Common
Stock.
This Prospectus relates to 117,824 shares of Common Stock issuable
upon the exercise of stock options which have been granted to certain
persons who are not employees of the Company and its subsidiaries (and
are not officers or directors of the Company) pursuant to the Lorimar
Replacement Plan.
This Prospectus is intended to furnish participants in the Lorimar
Replacement Plan with information regarding the Plan. This Prospectus
may be supplemented from time to time and consequently should 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 November ____, 1997.
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 those set forth in this Prospectus in
connection with the offer of securities made hereby and, if given or
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made, such information or representations must not be relied upon as
having been authorized by the Company. Neither delivery of this
Prospectus nor the issuance or exercise of the stock options described
herein shall, under any circumstances, create any implication that there
have been no changes in the Company's affairs since the date hereof.
AVAILABLE INFORMATION
The Company is subject to the information 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 maintained by
the Commission in Room 1024, 450 Fifth Street, N.W., Washington, DC
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, NY 10048. Copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, DC 20549, at
prescribed rates, or through the World Wide Web (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, NY 10005, on which the
Common Stock is listed.
A copy of the Company's Annual Report to Stockholders for its last
fiscal year accompanies this Prospectus or has previously been furnished
to participants receiving a copy of this Prospectus. The Company will
provide without charge to each participant receiving a copy of this
Prospectus, upon the written or oral request of such participant, a copy
of such Annual Report and any or 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).
Requests for such copies should be directed to the Company at 75
Rockefeller Plaza, New York, NY 10019. Attention: Shareholder
Relations Department, telephone: (212) 484-6971. The Company will send
to each person who receives a copy of this Prospectus copies of all
future reports, proxy statements and other communications distributed to
its stockholders generally.
The summary of the Lorimar Replacement Plan contained in this
Prospectus does not purport to be complete. Reference is made to the
Lorimar Replacement Plan itself, which was previously provided to
participants, for a full and complete statement of the terms and
provisions thereof. In addition, each participant in the Lorimar
Replacement Plan should refer to his or her agreement relating to any
awards thereunder for information concerning specific terms and
conditions.
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Additional updating and other information with respect to the
Common Stock offered hereby and the Lorimar Replacement Plan may be
provided in the future to participants in the Lorimar Replacement Plan
by means of one or more supplements or appendices to this Prospectus.
The Company has filed with the Commission a Registration Statement
on Form S-3 (together with any amendments and supplements thereto, the
"Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the shares of Common Stock
offered hereby. In accordance with the rules and regulations of the
Commission, this Prospectus does not contain all of the information set
forth in the Registration Statement. Such additional information may be
obtained from the Commission's principal office in Washington, D.C.
Statements contained in this Prospectus or in any document incorporated
in this Prospectus by reference as to the contents of any contract or
other document, including the Lorimar Replacement Plan, referred to
herein or therein are not necessarily complete, and in each instance
reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement or to such other document,
including the Lorimar Replacement Plan, each such statement being
qualified in all respects by such reference.
The Company currently maintains its principal executive offices at
75 Rockefeller Plaza, New York, NY 10019, (212) 484-8000.
THE LORIMAR REPLACEMENT PLAN
General
The Lorimar Replacement Plan provides for the granting of
nonqualified options to purchase shares of Common Stock ("Options") to
certain persons who are not employees of the Company and its
subsidiaries (and are not officers or directors of the Company)
(collectively "non-employees"). In particular, only those non-employees
who held stock options or other contractual stock option rights which
were previously granted to such non-employees (the "Replaced Options")
under any stock option plan or contractual stock option right assumed by
Warner Communications Inc. ("WCI") in connection with its acquisition of
Lorimar Telepictures Corporation have received options under the Lorimar
Replacement Plan in place of such Replaced Options that were cancelled
in the merger of Old Time Warner and WCI. The Lorimar Replacement Plan
was approved by the Board of Directors of Old Time Warner on September
21, 1989. The Plan was assumed by the Company on October 10, 1996, the
effective time of the combination of Old Time Warner and TBS.
Stock Subject to the Plan
This Prospectus relates to Options with respect to 117,824 shares
of Common Stock outstanding under the Lorimar Replacement Plan all of
which have an exercise price of $35.79 (subject to certain adjustments
described below). Shares of Common Stock issued upon the exercise of
Options may be either authorized and unissued shares of Common Stock or
issued shares of Common Stock reacquired by the Company, or both, as the
<PAGE>
Company may determine from time to time. If, and to the extent that,
any Option should expire, terminate or be cancelled for any reason
without having been exercised, the Common Stock underlying such Option
will not become available for future Option grants under the Lorimar
Replacement Plan. Cash payments received by the Company upon the
exercise of Options will be used for general corporate purposes.
Administration and Eligibility
The Company's Board of Directors (the "Company's Board") has
initially delegated authority to administer the Lorimar Replacement Plan
to the Compensation Committee of the Company's Board (the "Committee").
The Committee's powers as described herein may be exercised by the
Company's Board or such other committee as the Company's Board or the
Committee shall determine. Members of the Committee and other directors
and officers of the Company are not eligible to receive Options. The
current members of the Committee are Messrs. Stephen F. Bollenbach,
Reuben Mark (Chairman), Raymond S. Troubh and Francis Vincent and
Ambassador Carla Hills. Its address is c/o the Company at 75
Rockefeller Plaza, New York, NY 10019. Information concerning changes,
if any, in the membership of the Committee will be provided in the
Company's proxy statements.
Except as expressly provided by the Lorimar Replacement Plan, the
Committee has the plenary authority, in its discretion, to grant Options
under the Plan and to determine the terms and conditions (which need
not be identical) of such Options, including without limitation, (a) the
non-employees to whom, and the time or times at which, Options will be
granted, (b) the number of Options to be granted to each such
non-employee and (c) the form, terms and provisions of any Option
agreement. The Committee is also empowered to interpret the provisions
of the Lorimar Replacement Plan and to prescribe, amend and rescind the
rules and regulations for the general administration of the Plan. The
determinations of the Committee are final and binding.
Other than the overall plan limit, there is no maximum number of
Options which may be granted to any one non-employee. Fewer than 20
non-employees currently have Options outstanding under the Lorimar
Replacement Plan. The Company does not expect that any additional
Options will be granted.
Determination of Purchase Price
Pursuant to the terms of the Lorimar Replacement Plan, the purchase
price per share of Common Stock subject to each Option could not be less
than 50% of the fair market value of a share of Common Stock on the date
of grant (provided, however, that with respect to the outstanding
Options, the purchase price per share of Old Time Warner Common Stock
subject thereto was calculated to be an amount equal to the greater of
$150 and the average of the closing sales prices of a share of Old Time
Warner Common Stock over the ten consecutive trading day period
commencing immediately following the effective time of the merger of Old
Time Warner and WCI, subject to adjustment.
<PAGE>
Term, Vesting and Exercise
The duration of each Option will be for such period as set forth in
the related Option agreement, and may be exercised in whole or in part
at any time or only after a period of time or in installments, as set
forth in the related option agreement, and, except as set forth below,
will expire upon termination of the non-employee's provision of services
to the Company or any of its subsidiaries.
The Options outstanding under the Lorimar Replacement Plan are
generally exercisable (cumulatively to the extent not previously
exercised) at the rate of one-third of the aggregate number of shares of
Common Stock covered thereby during each successive one-year period
following January 10, 1990 and expire ten years after such date.
To exercise an Option, a holder must deliver written notice to the
Company upon such terms and conditions as provided in the related Option
agreement. Such notice is generally required to state the number of
shares of Common Stock with respect to which the Option is being
exercised and to be accompanied by payment of the full purchase price.
No holder or other person exercising an Option will have any rights of a
stockholder of the Company with respect to shares of Common Stock as to
which an Option is exercisable until the purchase price of such shares
has been paid in full. Payment may be made in cash or, unless otherwise
provided in the related Option agreement, in whole shares of Common
Stock already owned by the person exercising the Option or partly in
cash and partly in Common Stock pursuant to procedures approved by the
Committee. No adjustments will be made for cash dividends or other
rights for which the record date is prior to the date of exercise and
full payment.
Except as otherwise provided herein, an Option may be exercised
only while the non-employee is providing services to the Company or its
subsidiaries and after termination of the non-employee's provision of
services only to the extent provided in the related Option agreement.
To the extent exercisable, the Options outstanding under the Lorimar
Replacement Plan may be exercised (a) while the non-employee is
providing services to the Company or one of its subsidiaries, (b) by the
holder or his or her estate, as the case may be, for up to one year
after the death or total disability of the non-employee (i) while
providing services to the Company or one of its subsidiaries or (ii)
during the three-month period following a termination of the provision
of services for other than cause, and (c) by the holder for three months
after the termination of the non-employee's provision of services for
any reason except termination as the result of a breach by the
non-employee of an agreement between the non-employee and the Company or
for cause as defined under the terms of the Lorimar Replacement Plan
(but in each case not later than the scheduled expiration date of such
Options). Such Options terminate immediately if the non-employee's
provision of services is terminated for cause or as the result of a
breach by the non-employee of an agreement between the non-employee and
the Company.
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Notwithstanding any other provision of the Lorimar Replacement
Plan, the related Option agreement may provide that such Option shall
become and/or remain exercisable, at rates and at times at variance with
the rules otherwise set forth in the Plan, provided that any such
provision shall be effective only if reflected in the terms of an
agreement between the non-employee and the Company approved or ratified
by the Company's Board or the Committee.
Nontransferability
Unless otherwise provided in the Option agreement, Options are not
transferable except by will or the laws of descent and distribution and
an Option may be exercised during the lifetime of the holder thereof
only by the holder (or his or her court-appointed legal representative).
The Option agreement may provide that Options are transferable by gift
to such persons or entities and upon such terms and conditions as
specified therein.
Acceleration of Options
Under the terms of the Lorimar Replacement Plan, Options become
immediately exercisable in full in respect of the aggregate number of
shares of Common Stock covered thereby if the non-employee's provision
of services to the Company or any of its subsidiaries terminates by
reason of death or total disability. In addition, subsequent to the
date of grant, the Committee may accelerate the time or times at which
an Option may be exercised.
The Lorimar Replacement Plan provides that, unless the related
Option agreement states otherwise, an Option will become exercisable in
full upon the occurrence of any of the following "change-of-control"
transactions: (i) the Company's Board (or stockholders, if required)
approves a consolidation or merger of the Company, other than the
combination with TBS, in which the Company is not the surviving
corporation, the sale of substantially all of the assets of the Company,
or the liquidation or dissolution of the Company; (ii) a purchase of
Common Stock pursuant to a tender or exchange offer for Common Stock (or
securities convertible into Common Stock) without the prior consent of
the Company's Board; (iii) any person or other entity (other than the
Company or any employee benefit plan sponsored by the Company or any of
its subsidiaries) becomes the beneficial owner of securities of the
Company representing 20% or more of the voting power of the Company's
outstanding securities; or (iv) during any two-year period, individuals
who at the beginning of such period constitute the Company's entire
Board cease to constitute a majority of the Company's Board, unless the
election, or the nomination for election, of each new director is
approved by at least two-thirds of the directors then still in office
who were directors at the beginning of the period.
The foregoing acceleration provisions are subject to a limitation
contained in existing Option agreements relating to the "golden
parachute" limitations of Section 280G and 4999 of the Internal Revenue
<PAGE>
Code of 1986, as amended (the "Code"). This limitation provides that if
the Payments (as defined below) due to a holder as a result of the
acceleration of the exercisability of an Option, together with all other
Payments to be received from the Company and its subsidiaries, or any
portion thereof, would be subject to the excise tax imposed by Section
4999 of the Code, then if the net amount to be retained by the holder
after all taxes on the total of such Payments are paid would be greater
than the net amount that would be retained by the holder after all taxes
are paid if the total of such Payments were limited to an amount which
would result in no portion of such Payments being subject to such excise
tax, then the holder shall be entitled to receive the total of such
Payments. If, however, the net amount retained by the holder after all
taxes are paid would be greater if the total of such Payments were
limited to the largest amount that would result in no portion of such
Payments being subject to such excise tax, then the total Payments to
which the holder is entitled shall be reduced to such largest amount.
As used herein, the term "Payment" means any payment subject to Section
280G of the Code.
Additional Provisions
The Lorimar Replacement Plan permits withholding taxes payable by a
holder upon exercise of an Option to be paid with shares of Common Stock
in lieu of cash, unless the Company's Board provides otherwise. The
Company's obligation to deliver shares of Common Stock in respect of an
Option is subject to applicable federal, state and local tax withholding
requirements.
The Lorimar Replacement Plan is not qualified under Section 401(a)
of the Code or subject to the Employee Retirement Income Security Act of
1974, as amended.
In the event of a stock split, stock dividend, recapitalization,
merger, consolidation or other similar transaction which affects the
character or amount of the outstanding Common Stock, the Committee will
equitably adjust the purchase price of each Option and the number of
shares of Common Stock subject to each such Option, and the number of
shares of Common Stock for which Options may be granted under the
Lorimar Replacement Plan will be appropriately adjusted.
Amendment and Termination
No Option may be granted under the Lorimar Replacement Plan on or
after March 11, 1990. The Company's Board may terminate or amend the
Lorimar Replacement Plan at any time, provided, however, that the
Company's Board must comply with all applicable laws, applicable stock
exchange listing requirements, and any requirements for exemption (to
the extent necessary) under Rule 16b-3 under the Exchange Act.
Termination or amendment of the Lorimar Replacement Plan or any
outstanding Options may not adversely affect the rights of any holder
without his or her consent.
<PAGE>
Federal Income Tax Consequences
The following discussion of Federal income tax consequences of
participation in the Lorimar Replacement Plan is only a summary, does
not purport to be complete, and does not cover, among other things,
state and local tax consequences. In addition, differences in holders'
financial situations may cause Federal, state and local consequences of
participation in the Lorimar Replacement Plan to vary. Therefore, each
holder under the Lorimar Replacement Plan is urged to consult his or her
own accountant, legal counsel or other financial advisor regarding the
tax consequences of participation in the Lorimar Replacement Plan. This
discussion is based on the Code and Treasury Regulations as currently in
effect.
If Options are granted to non-employees in accordance with the
terms of the Lorimar Replacement Plan, no income will be recognized by
the non-employee at the time of the grant.
On exercise of an Option, the amount by which the fair market value
of the Common Stock on the date of exercise exceeds the Option exercise
price will generally be taxable to the non-employee as ordinary income,
and will be deductible for tax purposes by the Company or its
subsidiaries, as the case may be. The disposition of shares acquired
upon exercise of an Option will ordinarily result in long-term or
short-term (depending on the applicable holding period) capital gain or
loss, as the case may be, in an amount equal to the difference between
the amount realized on such sale and the non-employee's tax basis in the
shares (determined as described below).
If payment of the Option exercise price is made entirely in cash,
the tax basis of the shares of Common Stock will be equal to their fair
market value on the date of exercise, but not less than the Option
exercise price, and their holding period will begin on the day after the
tax basis of the shares is so determined. If an Option is exercised
through the use of Common Stock previously owned by the holder, such
exercise generally will not be considered a taxable disposition of the
previously owned shares of Common Stock and thus no gain or loss will be
recognized with respect to such shares upon such exercise. The holder's
tax basis and holding period of the previously owned shares of Common
Stock will be carried over to the equivalent number of shares of Common
Stock received upon exercise. The tax basis of the additional shares of
Common Stock received upon exercise will be the fair market value of the
shares of Common Stock on the date of exercise, but not less than the
amount of cash used in payment, and the holding period for such
additional shares of Common Stock will begin on the day the tax basis of
the shares of Common Stock is so determined.
If the exercisability of an Option is accelerated as a result of a
change in control (as defined in Section 280G of the Code), all or a
portion of the value of the Option at that time may be a "parachute
payment" for purposes of determining whether a 20 percent excise tax is
payable by the holder as a result of the receipt of an excess parachute
payment pursuant to Section 4999 of the Code. (See "Acceleration of
<PAGE>
Options".) The amount of any such excess parachute payment will not be
deductible by the Company or any of its subsidiaries, as the case may
be, under Section 280G of the Code.
Resale of Common Stock
Shares of Common Stock purchased upon exercise of Options granted
under the Lorimar Replacement Plan may be freely sold, subject to the
requirement that any such sales by "affiliates" of the Company, as
defined by the Securities Act, and donees of such affiliates, must be
made either pursuant to a separate prospectus prepared in accordance
with the requirements of the Securities Act or pursuant to Rule 144
under the Securities Act, unless otherwise exempt from the registration
requirements of the Securities Act. A holder who is not an executive
officer, director or 10% or more stockholder of the Company generally
would not be deemed to be an "affiliate" of the Company.
EXPERTS
The consolidated financial statements and schedules of the Company
and Time Warner Entertainment Company, L.P. appearing in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996, as
amended by Forms 10-K/A dated March 27, 1997 and June 26, 1997 (as
amended, the "1996 Form 10-K") and the combined financial statements of
the Time Warner Service Partnerships incorporated by reference therein,
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 at December 31, 1995, and for the year then ended,
incorporated by reference in this Prospectus to the Company's Current
Report on Form 8-K dated March 21, 1997, have been audited by Ernst &
Young LLP, Independent Auditors, as set forth in their report 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, incorporated by reference in this
Prospectus to the Company's Current Report on Form 8-K dated March 21,
1997, 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 consolidated 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.
<PAGE>
The financial statements of Paragon Communications as of December
31, 1994 and 1993, and for each of the three years in the period in this
Prospectus ended December 31, 1994, incorporated by reference in this
Prospectus to the 1996 Form 10-K, and the consolidated financial
statements of TBS as of December 31, 1995 and 1994, and for the three
years in the period ended December 31, 1995, incorporated by reference
in this Prospectus from the Company's Current Report on Form 8-K dated
March 21, 1997, 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
The validity of the Common Stock offered hereby has been passed
upon for the Company by Thomas W. McEnerney, Vice President and
Associate General Counsel of the Company. Mr. McEnerney beneficially
owns less than .1% of the Common Stock outstanding.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company
(File No. 1-12259) pursuant to the Exchange Act are hereby incorporated
by reference in this Prospectus:
1. Annual Report on Form 10-K for the year ended December 31, 1996,
as amended by Forms 10-K/A dated March 27, 1997 and June 26, 1997;
2. Quarterly Reports on Form 10-Q for the quarters ended March 31,
1997 and June 30, 1997;
3. Current Reports on Form 8-K dated March 21, 1997, October 15,
1997 and October 27, 1997;
4. The description of the Common Stock contained in Item 4 of its
Registration Statement on Form 8-B filed with the Commission on
October 2, 1996 pursuant to Section 12(b) of the Exchange Act; and
5. Information with respect to the Lorimar Replacement Plan
contained in any future supplement or appendix to this prospectus.
All documents 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. Any statement
contained 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
<PAGE>
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.
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. . . . . . . . . . . . . . . $ 1,277.85
Blue sky fees and expenses. . . . . . . . . . . . 300.00
Accounting fees and expenses . . . .. . . . . . . 1,000.00
Printing and engraving . . . . . . . . . . . . . 20.00
Miscellaneous . . . . . . . . . . . . . . . . . . 500.00
TOTAL. . . . . . . . . . . . . . . . . . . $3,097.85
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.<PAGE>
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; and
<PAGE>
(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; and
(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
<PAGE>
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.
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 November 6, 1997.
TIME WARNER INC.
By: /s/ John A. LaBarca
Name: John A. LaBarca
Title: Senior Vice President and
Controller
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on
November 6, 1997 in the capacities indicated.
Signature Title
(i) Principal Executive Officer:
* Director, Chairman of the
(Gerald M. Levin) Board and Chief Executive
Officer
(ii) Principal Financial Officer:
* 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) Controller
(iv) Directors:
*
(Merv Adelson)
<PAGE>
(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)
*
(Raymond S. Troubh)
*
(R. E. Turner)
*
(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 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. ("Time
Warner Companies"), the Registrant,
Time Warner Acquisition Corp., TW
Acquisition Corp. and Turner
Broadcasting System, Inc.
(incorporated herein 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")). *
4.2 Amendment No. 1 dated as of August 8,
1996 to the Merger Agreement
(incorporated herein 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 herein
by reference to Exhibit 4.3 to the
Registrant's Post-Effective Amendment
No. 1 on Form S-8 to the S-4
Registration Statement (the "S-8
Registration Statement")). *
4.4 Certificate of Amendment of Restated
Certificate ofIncorporation of the Registrant
(incorporated herein by reference to Exhibit 4.4
to the S-8 Registration Statement). *
4.5 Certificate of Amendment of Restated
Certificate of Incorporation of the
Registrant (incorporated herein by
reference to Exhibit 3(i)(c) to the
Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30,
1997 (the "June 1997 Form 10-Q")). *
4.6 Certificate of Increase of the Number
of Shares of Series Common Stock of the
Registrant Designated as Series LMCN-V
<PAGE>
Common Stock as filed with the Secretary
of State of the State of Delaware on
August 13, 1997.
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 LMC Common Stock of the
Registrant (incorporated herein by
reference to Exhibit 4.5 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 LMCN-V Common Stock of the
Registrant (incorporated herein by
reference to Exhibit 4.6 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 A Participating Cumulative
Preferred Stock of the Registrant
(incorporated herein by reference to
Exhibit 4.7 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 D Convertible Preferred Stock of
the Registrant (incorporated herein by
reference to Exhibit 4.8 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
<PAGE>
Series E Convertible Preferred Stock of
the Registrant (incorporated herein by
reference to Exhibit 4.9 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 herein by
reference to Exhibit 3(i)(h) to the
Registrant's Annual Report on Form 10-K
for the year ended December 31, 1996
(the "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 F Convertible Preferred Stock of
the Registrant (incorporated herein by
reference to Exhibit 4.10 to the S-8
Registration Statement). *
4.14 Certificate of Correction of 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 herein by
reference to Exhibit 3(i)(j) to the
1996 Form 10-K). *
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 G Convertible Preferred Stock of
the Registrant (incorporated herein by
reference to Exhibit 4.11 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 H Convertible Preferred Stock of
<PAGE>
the Registrant (incorporated herein by
reference to Exhibit 4.12 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
Series I Convertible Preferred Stock of
the Registrant (incorporated herein by
reference to Exhibit 4.13 to the S-8
Registration Statement). *
4.18 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 herein by
reference to Exhibit 4.14 to the S-8
Registration Statement). *
4.19 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
herein by reference to Exhibit 4.15 to
the S-8 Registration Statement). *
4.20 By-laws of the Registrant (incorporated
herein by reference to Exhibit 3(ii) to
the June 1997 Form 10-Q). *
4.21 Rights Agreement dated as of October
10, 1996, between the Registrant and
ChaseMellon Shareholder Services
L.L.C., as Rights Agent (incorporated
herein 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 Warehouse LLP,
Independent Accountants, with respect
to Paragon Communications.
<PAGE>
23.3 Consent of Price Warehouse LLP,
Independent Accountants, with respect
to Turner Broadcasting System, Inc.
23.4 Consent of Arthur Andersen LLP,
Independent Public Accountants.
23.5 Consent of Thomas W. McEnerney, Esq.
(included in Exhibit 5). *
24 Powers of Attorney dated as of October
10, 1996 (incorporated herein by
reference to Exhibit 24 to the S-8
Registration Statement). *
*Incorporated by Reference
Exhibit 4.6
CERTIFICATE OF INCREASE OF THE NUMBER OF SHARES
OF SERIES COMMON STOCK OF TIME WARNER INC.
DESIGNATED AS SERIES LMCN-V COMMON STOCK
(Pursuant to Section 151 of the
General Corporation Law of the State of Delaware)
The Restated Certificate of Incorporation, as amended to date, of
Time Warner Inc., a Delaware corporation (the "Corporation"), authorizes
2.45 billion shares of capital stock, which consists of 2.0 billion
shares of Common Stock, 200 million shares of Series Common Stock and
250 million shares of Preferred Stock.
The Corporation certifies that, pursuant to authority conferred on
the Board of Directors of the Corporation by its Restated Certificate of
Incorporation and in accordance with the provisions of Section 151 of
the General Corporation Law of the State of Delaware, the Board of
Directors of the Corporation, at a meeting thereof duly called and held
on July 17, 1997, at which a quorum was present and acting throughout,
duly adopted the following resolution:
RESOLVED that pursuant to the authority expressly granted
and vested in the Board of Directors of the Corporation in
accordance with the provisions of its Restated Certificate of
Incorporation, as amended, the number of shares of Series
Common Stock of the Corporation designated as Series LMCN-V
Common Stock, par value $.01 per share, be increased from
60,000,000 to 65,000,000 and that the Chief Executive Officer,
the President or any Vice President and the Secretary or any
Assistant Secretary of the Corporation be and hereby are
authorized and directed in the name and on behalf of the
Corporation to execute and file a Certificate of Increase
with the Secretary of State of the State of Delaware and to
take any and all other actions as they or any one of them deem
necessary or appropriate to effectuate this resolution;
Accordingly, by the filing of this Certificate of Increase, the
number of shares of Series Common Stock of the Corporation designated as
Series LMCN-V Common Stock, par value $.01 per share, is hereby
increased from 60,000,000 to 65,000,000.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal
to be affixed hereto and this Certificate of Increase to be signed by
its Executive Vice President this 12th day of August, 1997.
TIME WARNER INC.
By:/s/ Peter R. Haje
Peter R. Haje
Executive Vice President
EXHIBIT 5
November 6, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Time Warner Inc. Registration Statement
on Form S-3 -- Time Warner 1989 Lorimar
Non-Employee Replacement Stock Option Plan
__________________________________________
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 117,824 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 1989 Lorimar Non-Employee Replacement Stock
Option Plan (the "Plan") and an indeterminate number 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 issued 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 and related
Prospectus of Time Warner Inc. (the "Company") for the registration of
common stock of the Company related to the Time Warner 1989 Lorimar
Non-Employee Replacement Stock Option Plan, and to the incorporation by
reference therein of (i) our reports dated February 11, 1997, with
respect to the consolidated financial statements and schedules of the
Company 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 the
Company's Annual Report on Form 10-K for the year ended December 31,
1996, as amended by the Company's Forms 10-K/A dated March 27, 1997 and
June 26, 1997, and (ii) our report dated March 8, 1996, with respect to
the consolidated financial statements and schedule of Cablevision
Industries Corporation and Subsidiaries, from the Company's Current
Report on Form 8-K dated March 21, 1997, filed with the Securities and
Exchange Commission.
Ernst & Young LLP
New York, New York
November 3, 1997
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. related to the Time Warner
1989 Lorimar Non-Employee Replacement 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 is incorporated by reference in the Time Warner Inc. Annual Report
on Form 10-K for the year ended December 31, 1996. We also consent to
the reference to us under the heading "Experts" in such Registration
Statement.
PRICE WATERHOUSE LLP
Denver, Colorado
November 3, 1997
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. related to the Time Warner 1989 Lorimar Non-Employee
Replacement Stock Option 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
Current Report on Form 8-K of Time Warner Inc. dated March 21, 1997,
which is incorporated by reference in the Prospectus. 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 such Prospectus.
PRICE WATERHOUSE LLP
Atlanta, Georgia
November 3, 1997
EHXIBIT 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. related to
the Time Warner 1989 Lorimar Non-Employee Replacement Stock Option
Plan.
ARTHUR ANDERSEN LLP
Stamford, Connecticut
November 3, 1997
