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. 1999 Restricted Stock Plan
(Full title of the Plan)
Peter R. Haje, Esq.
Executive Vice President, General Counsel and Secretary
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>
<CAPTION>
<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) 2,000,000 $68.28125 $136,562,500 $37,964.38
- -------------------- ----------------- --------------------- --------------------- ===================
</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 Rule 457(c), based on the average of the high
and low prices of the Common Stock as reported on the New York Stock
Exchange Composite Tape for May 24, 1999, on which day such average
was $68.28125.
(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 2,000,000 shares of the
Registrant's Common Stock and Rights for issuance pursuant to the terms of the
Time Warner Inc. 1999 Restricted Stock Plan (the "1999 Plan").
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission by the Registrant (File No. 1-12259) pursuant to the Securities
Exchange Act of 1934, 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");
2. The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999; and
3. 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
SEC on October 2, 1996, pursuant to Section 12(b) of the
Securities Exchange Act of 1934.
All documents and reports subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 or 15(d) of the Securities Exchange Act
of 1934 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, information or document incorporated
herein by reference or deemed to be incorporated herein by reference and to be a
part hereof may be automatically updated or replaced by documents the Registrant
subsequently files which also are or are deemed to be incorporated herein by
reference. Any statement, information or document so modified or superceded will
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.
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 by reference and in
the Prospectus relating hereto. 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.
II-2
<PAGE>
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.
II-3
<PAGE>
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 SEC 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 SEC 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.
II-4
<PAGE>
(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.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City and State of New York, on May 25, 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, this registration
statement has been signed below by the following persons on May 25, 1999 in the
capacities indicated.
Signature Title
--------- -----
(i) Principal Executive Officer:
* Director, Chairman of the Board and
- ---------------------------------- Chief Executive Officer
(Gerald M. Levin)
(ii) Principal Financial Officer:
* Executive Vice President and Chief
- ---------------------------------- Financial Officer
(Richard J. Bressler)
(iii) Principal Accounting Officer:
/s/ John A. LaBarca Senior Vice President and Controller
- -----------------------------------
(John A. LaBarca)
II-6
<PAGE>
(iv) Directors:
*
- ----------------------------------
(Merv Adelson)
*
- ----------------------------------
(J. Carter Bacot)
*
- ----------------------------------
(Stephen F. Bollenbach)
*
- ----------------------------------
(John C. 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
II-7
<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 Post-Effective
Amendment No. 1 on Form S-8 to the Registration Statement on
Form S-8 as filed with the SEC on October 11, 1996
(Registration No. 333-11471) (the "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). *
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 Common 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). *
II-8
<PAGE>
Exhibit
Number Description Page
- ------ ----------- ----
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 Common 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 Annual
Report on Form 10-K for the year ended December 31, 1996
(the "1996 Form 10-K")). *
II-9
<PAGE>
Exhibit
Number Description Page
- ------ ----------- ----
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 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). *
II-10
<PAGE>
Exhibit
Number Description Page
- ------ ----------- ----
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). *
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). *
II-11
<PAGE>
Exhibit
Number Description Page
- ------ ----------- ----
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. (which is incorporated
herein by reference to 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
II-12
Exhibit 5
May 25, 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"). 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 2,000,000 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 Inc. 1999 Restricted Stock Plan (the "Plan"). The Registration
Statement also registers an indeterminate amount 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, (d) resolutions adopted by the Stockholders of the Company and
(e) the Registration Statement and related Prospectus.
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,
By: /s/ Thomas W. McEnerney
------------------------------
Name: Thomas W. McEnerney
Title: 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 2,000,000 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 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
May 24, 1999
