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)
<TABLE>
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<S> <C> <C> <C> <C>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1) Offering Price Per Aggregate Offering Registration Fee
Share(2) Price (2)
____________________ ______________ __________________ __________________ __________________
Common Stock, par
value $.01 per share
("Common Stock")(3) 12,933,011 $68.24 $882,573,064.30 $245,355.31
===================================================================================================================
</TABLE>
(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 24, 1999, on which day such
average was $67.6875.
(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 ownership of 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 12,933,011 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. 333-49139) as filed with
the Securities and Exchange Commission (the "Commission") on April 1, 1998, the
Registration Statement on Form S-8 (Registration No. 333-27265) (the "1997 S-8
Registration Statement") as filed with 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, 1998 (the "1998 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.
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<PAGE>
Item 5. Interests of Named Experts and Counsel.
Ernst & Young LLP, independent auditors, have audited the
consolidated financial statements and schedules of the Registrant and Time
Warner Entertainment Company, L.P. included in the Registrant's 1998 Form 10-K,
as set forth in their reports which are incorporated herein and in the
Prospectus, as supplemented from time to time, relating hereto by reference.
Such consolidated financial statements and schedules are incorporated by
reference in reliance on their reports, given on their authority 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, adminis-
trative 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 indemni-
fication 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 liabi-
lity 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.
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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 aggre-
gate 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.
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(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 indemnifica-
tion by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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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 March 31, 1999.
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, as amended, this
registration statement has been signed below by the following persons on March
31, 1999 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:
*
________________________________ Executive Vice President and Chief
(Richard J. Bressler) Financial Officer
(iii) Principal Accounting Officer:
/s/ John A. LaBarca Senior Vice President and Controller
__________________________________
(John A. LaBarca)
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(iv) Directors:
*
__________________________
(Merv Adelson)
*
__________________________
(J. Carter Bacot)
*
__________________________
(Stephen F. Bollenbach)
*
__________________________
(John Danforth)
*
__________________________
(Beverly Sills Greenough)
*
__________________________
(Gerald Greenwald)
*
__________________________
(Carla A. Hills)
*
__________________________
(Reuben Mark)
*
__________________________
(Michael A. Miles)
*
__________________________
(Richard D. Parsons)
*
__________________________
(R. E. Turner)
*
__________________________
(Francis T. Vincent, Jr.)
Constituting a majority of the Board of Directors
*By /s/John A. LaBarca
__________________________
(John A. LaBarca)
(Attorney-in-Fact)
*Pursuant to Powers of Attorney
dated as of November 19, 1998
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<PAGE>
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). *
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<PAGE>
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 Elimination 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 G Convertible
Preferred Stock of the Registrant as filed with the Secretary
of State of the State of Delaware on March 18, 1999 (which is
incorporated herein by reference to Exhibit 3.(i)(m) to the
Registrant's Annual Report on form 10-K for the year ended
December 31, 1998 (the "1998 Form 10-K")). *
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 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). *
4.15 Certificate of Elimination 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 H Convertible
Preferred Stock of the Registrant as filed with the Secretary
of State of the State of Delaware on March 18, 1999 (which is
incorporated herein by reference to Exhibit 3.(i)(o) to the
Registrant's 1998 Form 10-K).
*
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 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). *
4.17 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 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). *
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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 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). *
4.19 Certificate of Elimination of the 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 March 18, 1999 (which is incorporated herein by reference
to Exhibit 3.(i)(s) to the Registrant's 1998 Form 10-K). *
4.20 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). *
4.21 By-laws of the Registrant as of November 19, 1998 (which are
incorporated herein by reference to Exhibit 3.(ii) to the
Registrant's 1998 Form 10-K). *
4.22 Rights Agreement (the "Rights Agreement") dated as of October 10,
1996, between the Registrant and ChaseMellon Shareholder Services,
L.L.C., ("ChaseMellon"), as Rights Agent (which is incorporated
herein by reference to Exhibit 4.17 to the Registrant's 1996 S-8
Registration Statement). *
4.23 Amendment No. 1 to the Rights Agreement dated as of December 15, 1998
between the Registrant and ChaseMellon (which is incorporated herein
by reference to Exhibit 4.2 to the Registrant's 1998 Form 10-K). *
4.24 Amendment No. 2 to the Rights Agreement dated as of January 21, 1999
between the Registrant and ChaseMellon (which is incorporated herein
by reference to Exhibit 4.3 to the Registrant's 1998 Form 10-K). *
5. Opinion of Thomas McEnerney, Esq. regarding the legality of the
securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Thomas W. McEnerney, Esq. included in Exhibit 5. *
24 Powers of Attorney dated as of November 19, 1998 (which are
incorporated herein by reference to Exhibit 24 to the Registrant's
Registration Statement on Form S-8 as filed with the Commission on
December 18, 1998 (Registration No. 333-69161)). *
- - ----------------------
*Incorporated by reference
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March 31, 1999
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 12,933,011 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,
/s/ Thomas W. McEnerney
Vice President and
Associate General Counsel
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 12,933,011 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 in the Registration
Statement and related prospectus, as supplemented from time to time, of our
reports dated February 3, 1999, with respect to the consolidated financial
statements and schedules of Time Warner and Time Warner Entertainment Company,
L.P., incorporated by reference from Time Warner's Annual Report on Form 10-K
for the year ended December 31, 1998, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
New York, New York
March 30, 1999
