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 THRIFT PLAN
TWC SAVINGS 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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
- -------------------- ---------------- -------------------- -------------------- =================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1) Aggregate Offering Aggregate Offering Registration Fee
Price Per Share(2) Price (2)
- -------------------- ---------------- -------------------- -------------------- =================
- -------------------- ---------------- -------------------- -------------------- =================
Common Stock, par
value $.01
per share(3) 3,300,000 $68.28125 $225,328,125 $62,641.22
- -------------------- ----------------- -------------------- -------------------- =================
</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. In addition, pursuant to Rule
416(c) under the Securities Act of 1933, this registration statement also
covers an indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plans described herein.
(2) Calculated pursuant to Rules 457(c) and (h), 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 the ownership of the Common
Stock and will be transferred along with and only with the Common Stock.
<PAGE>
INTRODUCTORY STATEMENT
Time Warner Inc. (the "Registrant") hereby files this Registration
Statement on Form S-8 relating to an aggregate of 3,300,000 additional shares of
the Registrant's Common Stock, par value $.01 per share, of which 2,400,000
shares may be purchased or issued pursuant to the terms of the Time Warner
Thrift Plan and 900,000 shares may be purchased or issued pursuant to the TWC
Savings Plan (collectively, the "Plans"). Each share of Common Stock is
currently issued together with an associated Right to Purchase Series A
Participating Cumulative Preferred Stock, par value $.10 per share, of the
Registrant, but until the occurrence of certain events, these rights are not
exercisable, will be evidenced by ownership of the Common Stock and will be
transferred along with the Common Stock.
The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 333-14053) as filed with the Securities and Exchange
Commission on October 15, 1996 as it relates to the Time Warner Thrift Plan and
the Registrant's Post-Effective Amendment No. 5 on Form S-8 to the Registrant's
Registration Statement on Form S-4 (Registration No. 333-11471) as filed with
the SEC on October 15, 1996 as it relates to the TWC Savings Plan (f/k/a the
Cable Employees Savings Plan), are hereby incorporated herein by reference, to
the extent not replaced hereby.
This Registration Statement relates only to the Common Stock of the
Registrant issuable under the Plans and an indeterminate amount of interests to
be offered or sold pursuant to the terms of the Plans.
II-2
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the SEC 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;
3. Time Warner Thrift Plan Annual Report on Form 11-K for the year
ended December 31, 1997 and the TWC Savings Plan Annual Report on
Form 11-K for the year ended December 31, 1997 (the "1997 Form
11-Ks") filed with the SEC on June 25, 1998 on Form 10-K/A
Amendment No. 1; 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 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
and the financial statements of the Time Warner Thrift Plan and the TWC Savings
Plan included in the Registrant's 1997 Form 11-Ks as set forth in their reports
which are incorporated herein by reference and in the Prospectuses 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-3
<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.
II-4
<PAGE>
Item 8. Exhibits.
The exhibits listed on the accompanying Exhibit Index are
filed or incorporated by reference as part of this Registration Statement.
The undersigned registrant hereby undertakes that it will
submit or has submitted the Time Warner Thrift Plan and the TWC Savings
Plan and any amendments thereto to the Internal Revenue Service in a timely
manner and has made or will make all changes required by the IRS in order to
qualify the Plans under Section 401 of the Internal Revenue Code of 1986, as
amended.
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 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.
II-5
<PAGE>
(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 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 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.
II-6
<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-7
<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-8
<PAGE>
Time Warner Thrift Plan
Pursuant to the requirements of the Securities Act of 1933, the administrators
of the Time Warner Thrift Plan have 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 THRIFT PLAN
By /s/ Carolyn K. McCandless
---------------------------------
(Carolyn K. McCandless, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons on May 25, 1999 in the
capacities indicated.
Members of the Committee Administering the Plan
Carolyn K. McCandless
R. Mackereth Ruckman
Andra D. Sanders
Paul D. Williams
By /s/ Carolyn K. McCandless
--------------------------------
(Carolyn K. McCandless, Attorney-in-Fact)
II-9
<PAGE>
TWC Savings Plan
Pursuant to the requirements of the Securities Act of 1933, the administrators
of the TWC Savings Plan have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of Stamford, State of Connecticut on May 25, 1999.
TWC SAVINGS PLAN
By /s/ Tommy J. Harris
------------------------------------
(Tommy J. Harris, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons on May 25, 1999 in the
capacities indicated.
Members of the Committee Administering the Plan
Glenn A. Britt
James P. Cottingham
Charles W. Ellis
Tommy J. Harris
Thomas M. Rutledge
Beth A. Wann
By /s/ Tommy J. Harris
------------------------------------
(Tommy J. Harris, Attorney-in-Fact)
II-10
<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 by
reference to Exhibit 4.3 of the Registrant's
Post-Effective Amendment No. 1 on Form S-8 to the
Registration Statement on Form S-4 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 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 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). *
II-11
<PAGE>
Exhibit
Number Description Page
- ------ ----------- ----
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")). *
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). *
II-12
<PAGE>
Exhibit
Number Description Page
- ------ ----------- ----
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). *
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). *
II-13
<PAGE>
Exhibit
Number Description Page
- ------ ----------- ----
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 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). *
II-14
<PAGE>
Exhibit
Number Description Page
- ------ ----------- ----
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 W. 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). *
24.1 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). *
24.2 Powers of Attorney for the Administrative Committee of
the Time Warner Thrift Plan dated as of May 25, 1999.
24.3 Powers of Attorney for the Administrative Committee of
the TWC Savings Plan dated as of May 25, 1999.
- ----------------
*Incorporated by reference
II-15
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 an aggregate of 3,300,000 additional
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 to be
purchased and/or issued pursuant to the terms of the Time Warner Thrift Plan
(2,400,000 shares) and the TWC Savings Plan (900,000 shares) ( collectively the
"Plans"). The Registration Statement also registers an indeterminate amount of
interests to be offered or sold pursuant to the terms of each of the Plans and
an indeterminate amount of additional shares of Common Stock pursuant to the
anti-dilution provisions of the Plans.
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 Plans, (c) resolutions adopted by the Board of Directors
of the Company and (d) the Registration Statement and related Prospectuses.
Based upon the foregoing, I am of the opinion that the shares of Common
Stock and/or interests to be purchased and/or issued pursuant to the terms of
the Plans have been duly authorized and, when issued pursuant to the terms of
the Plans, 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 3,300,000 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 prospectuses of i) 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, ii) our report dated June 25, 1998 with respect to the financial
statements of the Time Warner Thrift Plan (the "Thrift Plan") incorporated by
reference from the Thrift Plan's Annual Report on Form 11-K for the year ended
December 31, 1997, and iii) our report dated June 25, 1998 with respect to the
financial statements of the TWC Savings Plan (the "Savings Plan") incorporated
by reference from the Savings Plan's Annual Report on Form 11-K for the year
ended December 31, 1997, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
New York, New York
May 24, 1999
Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the Time Warner Thrift
Plan (the "Plan") and each of the undersigned members of the Administrative
Committee of the Plan of Time Warner Inc. ("Time Warner"), a Delaware
corporation, which will file or has filed with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, one or more Registration Statements on Form S-8 and amendments
thereto relating to the registration under said Act of interests in said Plan
and of 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, of Time Warner to be purchased and/or issued pursuant to said Plan,
hereby constitutes and appoints CAROLYN K. MCCANDLESS, R. MACKERETH RUCKMAN,
ANDRA D. SANDERS, and PAUL D. WILLIAMS, and each of them its true and lawful
attorneys-in-fact and agents, with full power to act without the others for the
Plan and in the Plan's name, place and stead, in any and all capacities, to sign
and to file such Registration Statement and all amendments and post-effective
amendments thereto, with all exhibits thereto, and any and all documents in
connection therewith, with the Securities and Exchange Commission in connection
with any matter relating to said Registration Statement and to any and all such
amendments and post-effective amendments, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform any and all acts and things requisite and necessary to be done in
and about the premises as fully and to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 25 day of May, 1999.
TIME WARNER THRIFT PLAN MEMBERS OF THE COMMITTEE
ADMINISTERING THE PLAN
By /s/ Carolyn K. McCandless /s/ Carolyn K. McCandless
---------------------------- ---------------------------
Name: Carolyn K. McCandless Carolyn K. McCandless
Member of the Committee
Administering the Plan /s/ R. Mackereth Ruckman
---------------------------
R. Mackereth Ruckman
/s/ Andra D. Sanders
---------------------------
Andra D. Sanders
/s/ Paul D. Willliams
---------------------------
Paul D. Williams
Exhibit 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the TWC Savings Plan (the "TWC
Plan") and each of the undersigned members of the Administrative Committee of
such TWC Plan and Time Warner Inc. ("Time Warner"), a Delaware corporation,
which will file or has filed with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, one or more Registration Statements on Form S-8, and amendments
thereto, relating to the registration under said Act of interests in said TWC
Plan and, separately in the TWC Plan of shares of Common Stock, par value $.01
per share and associated Rights to Purchase Series A Participating Cumulative
Preferred Stock of Time Warner, to be purchased and/or issued pursuant to said
TWC Plan, hereby constitutes and appoints GLENN A. BRITT, JAMES P. COTTINGHAM,
CHARLES W. ELLIS, TOMMY J. HARRIS, THOMAS M. RUTLEDGE and BETH A. WANN each of
them its true and lawful attorneys-in-fact and agents, with full power to act
without the others for and in their name, place and stead, in any and all
capacities, to sign and to file any such Registration Statement and all
amendments and post-effective amendments thereto, with all exhibits thereto
relating to the TWC Plan, and any and all documents in connection therewith,
with the Securities and Exchange Commission in connection with any matter
relating to said registration statements and to any and all such amendments and
post-effective amendments, hereby granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and all
acts and things requisite and necessary to be done in and about the premises as
fully and to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 25 day of May, 1999.
TWC SAVINGS PLAN MEMBERS OF THE COMMITTEE
ADMINISTERING THE
TWC SAVINGS PLAN
By /s/ Tommy J. Harris /s/ Glenn A. Britt
------------------------- -------------------------
Name: Tommy J. Harris Glenn A. Britt
Member of the Committee
Administering the Plan /s/ James P. Cottingham
-------------------------
James P. Cottingham
/s/ Charles W. Ellis
-------------------------
Charles W. Ellis
/s/ Tommy J. Harris
-------------------------
Tommy J. Harris
/s/ Thomas M. Rutledge
-------------------------
Thomas M. Rutledge
/s/ Beth A. Wann
-------------------------
Beth A. Wann
