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 International Employees 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>
- -------------------- ---------------- ------------------ ------------------- ===============
<S> <C> <C> <C> <C>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1) Offering Price Aggregate Offering Registration
Per Share(2) Price (2) Fee
- -------------------- ---------------- ------------------ ------------------- ===============
- -------------------- ---------------- ------------------ ------------------- ===============
Common Stock, par
value $.01 per share
("Common Stock")(3) 750,000 $65.44 $49,080,000 $12,957.12
- -------------------- ---------------- ------------------ ------------------- ===============
</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 December 14, 1999, on which day such
average was $65.44.
(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 750,000 shares of the
Registrant's Common Stock and Rights for issuance pursuant to the terms of the
Time Warner Inc. 1999 International Employees Restricted Stock Plan (the "1999
International 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, as amended by Form 10-K/A dated June 28, 1999 (the
"1998 Form 10-K");
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999, June 30, 1999 and September 30, 1999;
3. The Registrant's Current Reports on Form 8-K dated July 12, 1999 and
August 3, 1999; and
4. The description of the Registrant's Common Stock and Rights to
purchase Series A Participating Cumulative Preferred Stock, par value
$.10 per share, contained in Item 4 of its Registration Statement on
Form 8-B, as filed with the 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.
<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 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.
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.
<PAGE>
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 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 December 21, 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 December 21, 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:
/s/Joseph A. Ripp Executive Vice President and Chief
(Joseph A. Ripp) Financial Officer
(iii) Principal Accounting Officer:
/s/ John A. LaBarca Senior Vice President and Controller
(John A. LaBarca)
<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
<PAGE>
EXHIBIT INDEX
<TABLE>
Exhibit
Number Description Page
- ------- ------------ ----
<S> <C> <C>
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 Amendment of Restated Certificate of Incorporation of the
Registrant as filed with the Secretary of State of the State of Delaware
on May 26, 1999 (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 June 30, 1999 (the "1999 Second
Quarter Form 10-Q"). *
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). *
4.6 Certificate of Amendment 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 Registrant as filed with the Secretary of
State of the State of Delaware on May 26, 1996 (which is incorporated
herein by reference to Exhibit 3.(i)(f) to the Registrant's 1999
Second Quarter Form 10-Q). *
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 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). *
4.8 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). *
4.9 Certificate of Amendment 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 LMCN-V Common Stock of the Registrant as filed
with the Secretary of State of the State of Delaware on May 26, 1996
(which is incorporated herein by reference to Exhibit 3.(i)(i) to the
Registrant's 1999 Second Quarter Form 10-Q). *
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 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). *
4.11 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). *
4.12 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). *
4.13 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")). *
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 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). *
4.15 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). *
4.16 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). *
4.17 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). *
4.18 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). *
4.19 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). *
4.20 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). *
4.21 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). *
4.22 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). *
4.23 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). *
4.24 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). *
4.25 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). *
4.26 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). *
4.27 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)). *
</TABLE>
- --------------------------
*Incorporated by reference
Exhibit 5
December 21, 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 750,000 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 International Employees 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, 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 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,
/s/ 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 750,000 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, as
amended by Time Warner's Form 10-K/A dated June 28, 1999, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
New York, New York
December 20, 1999
