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
(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)
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered (1) Per Share (2) Offering Price (2) Fee
Common Stock,
par value
$.01 per
share ("Common
Stock") (3) 8,064,541 $72.17 $582,046,767.80 $171,703.80
(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 plan.
(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 March 30, 1998, on which day such average was $72.41.
(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.
PART II
This Registration Statement on Form S-8 registers 8,064,541 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"). The contents of the Registrant's
Registration Statement on Form S-8 (Registration No. 333-27265) (the "1997 S-8
Registration Statement") as filed with the Securities and Exchange Commission
(the "Commission") on May 16, 1997 and the Post Effective Amendment No.1 on
Form S-8 to the Registrant's Registration Statement on Form
S-4 (Registration No. 333-11471) (the "1996 S-8 Registration Statement") as
filed with the Commission on October 11, 1996, as they relate to the 1994
Plan, are 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, 1997 (the "1997 Form 10-K"); and
2. 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, 1997
and 1996, and for each of the three years in the period ended December 31,
1997, which are incorporated by reference herein and in the Prospectuses
relating hereto by reference to the Registrant's 1997 Form 10-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 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 1997 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.
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 April 1, 1998.
TIME WARNER INC.
By:/s/ Richard J. Bressler
Name: Richard J. Bressler
Title: Executive 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 April
1, 1998 in the capacities indicated.
Signature Title
(i) Principal Executive Officer:
* Director, Chairman of the Board and
(Gerald M. Levin) Chief Executive Officer
(ii) Principal Financial Officer:
/s/ Richard J. Bressler Executive 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)
*
(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
Restated Certificate of Incorporation of the
Registrant as filed with the Secretary of State
of the State of Delaware on October 10, 1996
(which is incorporated herein by reference to
Exhibit 4.3 to the Registrant's 1996 S-8
Registration Statement). *
4.2 Certificate of Increase of the Number of Shares
of Series Common Stock of the Registrant
Designated as Series LMCN-V Common Stock as
filed with the Secretary of State of the State
of Delaware on August 13, 1997 (which is
incorporated herein by reference to Exhibit
3.(i)(b) to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended September
30, 1997). *
4.3 Certificate of Amendment of Restated
Certificate of Incorporation of the Registrant
as filed with the Secretary of State of the
State of Delaware on May 19, 1997 (which is
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")). *
4.4 Certificate of Amendment of Restated
Certificate of Incorporation of the Registrant
as filed with the Secretary of State of the
State of Delaware on October 10, 1996 (which is
incorporated herein by reference to Exhibit 4.4
to the Registrant's 1996 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
as filed with the Secretary of State of the
State of Delaware on October 10, 1996 (which is
incorporated herein by reference to Exhibit 4.5
to the Registrant's 1996 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 as filed with the Secretary of State
of the State of Delaware on October 10, 1996
(which is incorporated herein by reference to
Exhibit 4.6 to the Registrant's 1996 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 as filed with
the Secretary of State of the State of Delaware
on October 10, 1996 (which is incorporated
herein by reference to Exhibit 4.7 to the
Registrant's 1996 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 as filed with the
Secretary of State of the State of Delaware on
October 10, 1996 (which is incorporated herein
by reference to Exhibit 4.8 to the Registrant's
1996 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 as filed with the
Secretary of State of the State of Delaware on
October 10, 1996 (which is incorporated herein
by reference to Exhibit 4.9 to the Registrant's
1996 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
as filed with the Secretary of State of the
State of Delaware on November 13, 1996 (which
is incorporated herein 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 as filed with the
Secretary of State of the State of Delaware on
October 10, 1996 (which is incorporated herein
by reference to Exhibit 4.10 to the
Registrant's 1996 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 F
Convertible Preferred Stock of the Registrant
as filed with the Secretary of State of the
State of Delaware on November 13, 1996 (which
is incorporated herein 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 as filed with the
Secretary of State of the State of Delaware on
October 10, 1996 (which is incorporated herein
by reference to Exhibit 4.11 to the
Registrant's 1996 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 as filed with the
Secretary of State of the State of Delaware on
October 10, 1996 (which is incorporated herein
by reference to Exhibit 4.12 to the
Registrant's 1996 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 as filed with the
Secretary of State of the State of Delaware on
October 10, 1996 (which is incorporated herein
by reference to Exhibit 4.13 to the
Registrant's 1996 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 as filed with the
Secretary of State of the State of Delaware on
October 10, 1996 (which is incorporated herein
by reference to Exhibit 4.14 to the
Registrant's 1996 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 as filed with
the Secretary of State of the State of Delaware
on October 10, 1996 (which is incorporated
herein by reference to Exhibit 4.15 to the
Registrant's 1996 S-8 Registration Statement). *
4.18 By-laws of the Registrant as of May 22, 1997
(which are incorporated herein by reference to
Exhibit 3.(ii) to the Registrant's June 1997
Form 10-Q). *
4.19 Rights Agreement dated as os October 10, 1996,
between the Registrant and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent
(which is incorporated herein by reference to
Exhibit 4.17 to the Registrant's 1996 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 Thomas W. McEnerney, Esq. included in Exhibit 5.
24.1 Powers of Attorney dated as of October 10, 1996
(which are incorporated by reference to Exhibit
24 to the Registrant's 1996 S-8 Registration Statement). *
24.2 Power of Attorney dated as of March 20, 1997
(which is incorporated herein by reference to
Exhibit 24.2 to the Registrant's 1997 S-8
Registration Statement). *
*Incorporated by reference
EXHIBIT 5
April 1, 1998
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 8,064,541 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 (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.
Based upon the foregoing, I am of the opinion that the shares of Common Stock
issuable pursuant to the terms of the Plan have been duly authorized and, when
sold pursuant to the terms of the Plan, will be duly and validly issued, fully
paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
Thomas W. McEnerney
Associate General Counsel and
Vice President
Exhibit 23.1
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 8,064,541 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 our reports
dated February 10, 1998, with respect to the (a) consolidated financial
statements, schedule, and supplementary information of Time Warner and (b)
consolidated financial statements and schedule of Time Warner Entertainment
Company, L.P., filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
New York, New York
March 31, 1998
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Time Warner Inc. and the Prospectuses thereto 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
Annual Report on Form 10-K of Time Warner Inc. for the year ended December 31,
1997, which is incorporated by reference in this Registration Statement and the
Prospectuses thereto. We also consent to the incorporation by reference of our
report on the Financial Statement Schedule, which appears on Page 43 of Turner
Broadcasting System, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1995. We also consent to the reference to us under the heading
"Interests of Named Experts and Counsel" in such Registration Statement.
Price Waterhouse LLP
Atlanta, Georgia
March 31, 1998
