As Filed with the Securities and Exchange Commission on May 23, 2000
Registration No. 333-30532
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
Time Warner Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of Incorporation or Organization)
13-3527249
(I.R.S. Employer Identification No.)
75 Rockefeller Plaza
New York, NY 10019
(212) 484-8000
(Address, including ZIP Code, and telephone
number, including area code, of
registrant's principal executive
offices)
Christopher P. Bogart
Executive Vice President, Secretary and General Counsel
Time Warner Inc.
75 Rockefeller Plaza
New York, NY 10019
(212) 484-8000
(Name, address, including ZIP Code, and telephone number, including
area code, of agent for service)
With Copies To:
William P. Rogers, Jr. Spencer B. Hays Stephen W. Hamilton
Cravath, Swaine & Moore Time Warner Inc. Skadden, Arps, Slate, Meagher &
825 Eighth Avenue 75 Rockefeller Plaza Flom LLP
New York, New York 10019 New York, NY 10019 1440 New York Avenue, N.W.
(212) 474-1000 Washington, D.C. 20005
Approximate date of commencement of proposed sale to public: From
time to time after the effective date of this Registration Statement, as
determined by market conditions.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended, other than securities offered only in
connection with dividend or interest reinvestment plans, please check the
following box: [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
<PAGE>
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of Securities Act of 1933 or until the registration statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to such Section 8(a), may determine.
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<PAGE>
The information in this prospectus is not complete and may be
changed. The selling stockholders may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer
or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 23, 2000
PROSPECTUS
450,000 Shares
Time Warner Inc.
Common Stock, Par Value $0.01 per Share
This prospectus relates to 450,000 shares of common stock, par value
$0.01 per share, of Time Warner Inc., issued in connection with the
acquisition by Time Warner Entertainment Company, L.P. of the interest in
Queens Inner Unity Cable System not already owned by it (the "Acquisition").
Each share of Time Warner common stock was issued together with an associated
Right to Purchase Series A Participating Cumulative Preferred Stock of Time
Warner, 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. These shares of Time Warner common
stock are being offered for sale from time to time pursuant to this prospectus
for the account of certain persons who have acquired the shares issued in the
Acquisition.
The Time Warner common stock covered by this prospectus is listed on
the New York Stock Exchange ("NYSE"). On May 22, 2000, the last sale price for
one share of Time Warner common stock was $ 76.125 as reported on the NYSE
Composite Transactions Tape.
The Time Warner common stock covered by this prospectus may be
offered for sale from time to time in accordance with the plan of distribution
described in this prospectus by the selling stockholders originally named
herein, or by certain other persons, who qualify as "Permitted Holders" under
the Registration Rights Agreement described herein and who are named in an
amendment or supplement to this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to
the contrary is a criminal offense.
The date of this prospectus is __________, 2000
<PAGE>
2
Table of Contents
Page
----
Where you can find more information................................ 2
Incorporation of certain documents by reference.................... 3
The Company........................................................ 4
Use of Proceeds.................................................... 5
The Acquisition.................................................... 5
Selling Stockholders............................................... 6
Plan of Distribution............................................... 6
Legal Opinion...................................................... 7
Experts............................................................ 7
WHERE YOU CAN FIND MORE INFORMATION
Time Warner files reports, proxy statements and other information
with the Securities and Exchange Commission pursuant to public reporting
requirements of the Securities Exchange Act of 1934. These documents may be
inspected and copied at the public reference facilities maintained by the
Securities and Exchange Commission at:
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center,
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, NY 10048 Suite 1400
Chicago, Illinois 60661
Information on the operation of the Public Reference Room may be
obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330.
These Securities and Exchange Commission filings are also available to the
public from commercial document retrieval services and at the internet world
wide web site maintained by the Securities and Exchange Commission at
"http://www.sec.gov".
Time Warner's common stock is traded on the New York Stock Exchange.
Reports, proxy statements and other information concerning Time Warner may be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York.
<PAGE>
3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows Time Warner to
"incorporate by reference" information into this prospectus, which means that
Time Warner can disclose important information to you by referring you to
other documents filed separately with the Securities and Exchange Commission.
The information incorporated by reference is considered part of this
prospectus, except for any information superseded by information contained
directly in this prospectus or in later filed documents incorporated by
reference in this prospectus.
This prospectus incorporates by reference the documents set forth
below that Time Warner has previously filed with the Securities and Exchange
Commission. These documents contain important business and financial
information about Time Warner that is not included in or delivered with this
prospectus.
Time Warner Inc. (File No.1-12259) Period or Date
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1. Annual Report on Form 10-K Year ended December 31, 1999.
2. Quarterly Reports on Form 10-Q Quarter ended March 31, 2000.
3. Current Reports on Form 8-K January 10, 2000 (filed January 14, 2000);
January 23, 2000 (filed January 28, 2000);
February 2, 2000 (filed February 10, 2000);
January 10, 2000 (filed February 11, 2000);
March 13, 2000 (filed March 13, 2000);
March 31, 2000 (filed March 31, 2000);
April 12, 2000 (filed April 19, 2000);
April 19, 2000 (filed April 25, 2000); and
May 22, 2000 (filed May 22, 2000).
4. The description of Time Warner
Inc. common stock, par value $0.01 per share,
set forth in Item 4 in the registration
statement on Form 8-B as filed with the
Securities and Exchange Commission on October
2, 1996 pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended
by a Form 8-A/A filed with the Securities and
Exchange Commission on January 31, 2000.
Time Warner also incorporates by reference additional documents that
may be filed with the Securities and Exchange Commission under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act after the date of this
prospectus and prior to the time all of the securities offered by this
prospectus are sold. These include periodic reports, such as Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as
well as proxy statements.
If you are a stockholder, Time Warner may have sent you some of the
documents incorporated by reference, but you can obtain any of them through
Time Warner, the Securities and Exchange Commission or the Securities and
Exchange Commission's Internet web site as described above. Documents
incorporated by reference are available from Time Warner without charge,
excluding all exhibits, except that if Time Warner has specifically
incorporated by reference an exhibit in this prospectus, the exhibit will also
be provided without charge. Stockholders may obtain documents incorporated by
reference in this prospectus by requesting them in writing or by telephone
from Time Warner at the following address:
Time Warner Inc.
75 Rockefeller Plaza
New York, NY 10019
Telephone:(212) 484-6971
Attn: Investor Relations
<PAGE>
4
THE COMPANY
Because the following is a summary of the business of Time Warner,
it does not contain all the information that may be important to investors.
You should read it together with the detailed information and financial
statements referred to or incorporated by reference herein.
Description of Business
Time Warner is the world's leading media and entertainment company.
Time Warner's principal business objective is to create and distribute branded
information and entertainment copyrights throughout the world. Time Warner
classifies its business interests into six fundamental areas:
o Cable Networks, consisting principally of interests in cable
television programming;
o Publishing, consisting principally of interests in magazine
publishing, book publishing and direct marketing;
o Music, consisting principally of interests in recorded music
and music publishing;
o Filmed Entertainment, consisting principally of interests in
filmed entertainment, television production and television
broadcasting;
o Cable, consisting principally of interests in cable television
systems; and
o Digital Media, consisting principally of interests in
Internet-related and digital media businesses.
Investment in TWE
Time Warner is a holding company that derives its operating income
and cash flow from its investments in its subsidiaries, including Time Warner
Entertainment Company, L.P., or "TWE", a limited partnership that owns a
majority of Time Warner's interests in filmed entertainment, television
production, television broadcasting and cable television systems, and a
portion of its interests in cable television programming. Time Warner owns
general and limited partnership interests in TWE consisting of 74.49% of the
pro rata priority capital and residual equity capital, and 100% of the junior
priority capital. The remaining 25.51% limited partnership interests in the
pro rata priority capital and residual equity capital of TWE are held by a
subsidiary of MediaOne Group, Inc. A significant portion of TWE's cable
television systems are held by the Time Warner Entertainment- Advance/Newhouse
Partnership, of which TWE is the managing partner and owns a 64.8% interest.
Agreement to merge with AOL
On January 10, 2000, Time Warner announced that it had entered into
an Agreement and Plan of Merger dated as of January 10, 2000, between America
Online, Inc. ("AOL") and Time Warner. Under the terms of the merger agreement,
Time Warner and AOL have formed a new holding company, named AOL Time Warner
Inc., which wholly owns two subsidiaries. At the closing of the transaction,
one of these subsidiaries will merge with and into AOL, and the other
subsidiary will merge with and into Time Warner. As a result of the mergers,
Time Warner and AOL will each become a wholly owned subsidiary of AOL Time
Warner Inc.
Under the terms of the merger agreement, Time Warner and AOL stock
will be converted to AOL Time Warner stock at fixed exchange ratios. Each
share of Time Warner common stock will be exchanged for 1.5 shares of AOL Time
Warner common stock, and each share of AOL common stock will be exchanged for
1.0 share of AOL Time Warner common stock. Each share of each series of Time
Warner Preferred Stock will be converted into one share of a substantially
identical series of AOL Time Warner Preferred Stock.
The mergers are subject to various conditions set forth in the
merger agreement, including the adoption of the merger agreement by the
stockholders of each of Time Warner and AOL, certain U.S. and foreign
regulatory approvals and other customary conditions. It is anticipated that
the mergers will be completed during the fall of 2000. Additional information
concerning the mergers is contained in Time Warner's Current Report on Form
8-K dated May 22, 2000.
<PAGE>
5
Combination Agreement with EMI
On January 24, 2000, Time Warner and EMI Group plc announced that
they had signed definitive agreements to combine their recorded music and
music publishing businesses into a global joint venture. The new company,
Warner EMI Music, will be one of the world's leading music companies, with
broad domestic and international holdings. The global joint venture will be
owned equally by Time Warner and EMI Group. The eleven-member Warner EMI Music
board of directors, controlled by Time Warner, will consist of six Time Warner
designees and five EMI designees.
The transaction is subject to certain conditions, including
regulatory consents and EMI Group shareholder approval, and is expected to be
completed by the end of 2000. Additional information concerning the
transaction is contained in Time Warner's Current Report on Form 8-K dated
January 23, 2000.
General
Time Warner's principal executive offices are located at 75
Rockefeller Plaza, New York, New York 10019 and its telephone number is (212)
484-8000.
USE OF PROCEEDS
Time Warner will not receive any of the proceeds from the sale from
time to time of the Time Warner common stock offered hereby. All proceeds from
the sale of the common stock offered hereby will be for the account of the
selling stockholders, as described below. See "Selling Stockholders" and "Plan
of Distribution" described below.
THE ACQUISITION
On December 30, 1999, TWE entered into a Purchase Agreement (the
"Purchase Agreement"), with Queens Inner Unity Cable Systems ("Seller"), Mr.
Percy Sutton, Inner City Cable TV Systems, Inc. ("Inner City") and Framson,
Inc. to buy Seller's interest in Queens Inner Unity Cable System for
consideration that included 450,000 shares of Time Warner common stock. In
connection with the purchase of Seller's interest, Time Warner sold to TWE
450,000 shares of Time Warner common stock at its fair market value on January
21, 2000.
In connection with the Purchase Agreement, Time Warner entered into
a Registration Rights Agreement, dated as of December 30, 1999 (the
"Registration Rights Agreement"), with Inner City, pursuant to which certain
persons are entitled to certain registration rights with respect to the Time
Warner common stock issued in the Acquisition.
<PAGE>
6
SELLING STOCKHOLDERS
The following table sets forth as of the date of this prospectus,
the name of each of the selling stockholders, the nature of any position,
office or other material relationship that such selling stockholder and its
affiliates has had with Time Warner and its affiliates within the past three
years and the number of shares of Time Warner common stock which each such
selling stockholder owned as of such date. The table also sets forth the
number of shares of Time Warner common stock owned by each selling stockholder
that may be offered for sale from time to time by this prospectus and the
number of shares of Time Warner common stock to be held by each such selling
stockholder assuming the sale of all the common stock offered hereby. Time
Warner may amend or supplement this prospectus from time to time to disclose
the names, relationships to Time Warner and holdings of Time Warner common
stock of additional selling stockholders.
<TABLE>
<CAPTION>
Name and Relationship Number of Shares of Number of Shares of Number of Shares of
to Time Warner, if any Common Stock owned Common Stock which Common Stock owned
may be sold pursuant to assuming the sale of all
this prospectus of the shares offered
hereby
<S> <C> <C> <C>
Inner City Broadcasting 450,000 450,000 0
Corporation1
</TABLE>
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1 From December 11, 1987 until January 21, 2000, Seller, a New York
joint venture partnership in which Inner City, a New York corporation (or a
predecessor), held a 81.812% partnership interest, was a partner in a joint
venture partnership with TWE. As discussed above, Time Warner owns a 74.49%
partnership interest in TWE. Inner City is a wholly owned subsidiary of Inner
City Broadcasting Corporation.
On June 3, 1999 Urban Cableworks General, LLC wholly owned by Urban Cableworks
of Pennsylvania, LLC., s and Urban Cableworks of Pennsylvania, LLC which is a
majority owned subsidiary of Inner City Broadcasting, s entered into a Limited
Partnership Agreement, effective as of January 11, 2000, with Wade
Communications s Partnership, which was then a partnership between two wholly
owned subsidiaries of Time Warner.
PLAN OF DISTRIBUTION
The selling stockholders named in this prospectus may offer Time
Warner common stock covered by this prospectus for sale from time to time, in
a manner consistent with the applicable provisions of the Registration Rights
Agreement. In accordance with those provisions, this prospectus covers sales
and other dispositions, other than underwritten fixed price offerings, on the
NYSE in block trades or other transactions described below.
The selling stockholders consist of certain persons who have
acquired the shares in connection with a sale of certain assets to TWE and
that are "Permitted Holders" under the Registration Rights Agreement.
The Time Warner common stock will be offered and sold at prices and
on terms then prevailing on the NYSE, at prices related to such prices or at
negotiated prices. The transactions covered by this prospectus consist of:
(a) block trades in which a broker-dealer engaged by a Permitted
Holder will attempt to sell the common stock as agent but may also
position and resell a portion of the block as principal to facilitate the
transaction;
(b) purchases by a broker-dealer as principal and resale by the
broker-dealer for its own account on the NYSE; and
(c) ordinary brokerage transactions and transactions in which the
broker solicits purchasers.
This prospectus may be amended and supplemented from time to time to
describe the terms of a specific transaction.
<PAGE>
7
Brokers, dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Permitted Holders in amounts to be
negotiated in connection with sales made under this prospectus. To the extent
required by the Securities Act, this compensation, if any, will be disclosed
in a prospectus or prospectus supplement filed under the Securities Act. These
brokers or dealers and any other participating brokers or dealers may fall
under the Securities Act definition of "underwriters" in connection with such
sales and any commissions, discounts or concessions the Permitted Holders
provide to these brokers may fall under the Securities Act definition of
underwriting discounts or commissions.
Time Warner will pay certain costs, expenses and fees that may arise
in connection with the registration of the Time Warner common stock covered by
this prospectus. Notwithstanding the foregoing, the Permitted Holders will
bear the costs of selling concessions, commissions, discounts and transfer
taxes, if any, attributable to the sales of the Time Warner common stock. In
addition, the Permitted Holders will bear any costs of their legal counsel.
The Permitted Holders have agreed to indemnify Time Warner and any of its
respective affiliates, directors, officers and controlling persons, against
certain liabilities in connection with the offering of the Time Warner common
stock pursuant to this prospectus, including liabilities arising under the
Securities Act. In addition, Time Warner has agreed to indemnify the Permitted
Holders and any of their respective affiliates, directors, officers, trustees,
partners and controlling persons, and any of agent or investment advisor
thereof, against certain liabilities in connection with the offering of the
common stock pursuant to this prospectus, including liabilities arising under
the Securities Act.
Under the terms of the Registration Rights Agreement and in its sole
discretion exercised in good faith for any bona fide corporate reason, Time
Warner may determine at any time to suspend the availability of this
prospectus for use by the Permitted Holders.
LEGAL OPINION
Certain legal matters in connection with the Time Warner common
stock offered hereby were passed upon for Time Warner by Cravath, Swaine &
Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019.
EXPERTS
Ernst & Young LLP, independent auditors, have audited the
consolidated financial statements, schedule and supplementary information of
Time Warner and the consolidated financial statements and schedule of TWE
included in Time Warner's Annual Report on Form 10-K for the year ended
December 31, 1999, as set forth in their reports, which are incorporated
herein by reference. These consolidated financial statements, schedules and
supplementary information are incorporated by reference in reliance on Ernst &
Young LLP's reports, given on their authority as experts in accounting and
auditing.
Ernst & Young LLP, independent auditors, have audited the
consolidated financial statements of America Online, Inc. for the three years
ended June 30, 1999 incorporated by reference as Exhibit 99 to its Quarterly
Report on Form 10-Q/A for the quarterly period ended March 31, 2000, as set
forth in their report, which is incorporated by reference in Time Warner's
Current Reports on Form 8-K dated January 10, 2000, March 31, 2000 and May 22,
2000, which are incorporated herein by reference. These consolidated financial
statements are incorporated by reference in reliance on Ernst & Young LLP's
report, given on their authority as experts in acounting and auditing.
<PAGE>
8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution
The following statement sets forth the estimated amounts of expenses
to be borne by the registrant in connection with the distribution of the
common stock.
Securities and Exchange Commission registration fee........ $ 9,863.96
Accounting fees and expenses............................... $ 7,500.00
NYSE Listing Fee........................................... $ 6,700.00
Legal fees and expenses.................................... $ 10,000.00
Miscellaneous expenses..................................... $ 1,000.00
---------
Total expenses............................................. $ 35,063.96
ITEM 15. 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 By-laws of Time Warner requires indemnification to
the fullest extent permitted under Delaware law of any person who is or was a
director or officer of Time Warner 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 Time Warner or any
predecessor of Time Warner or was serving at the request of Time Warner 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
Time Warner, 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
Time Warner's Restated Certificate of Incorporation eliminates the liability
of directors to the extent permitted by Section 102(b) (7) of the DGCL.
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 Certificate of Incorporation, as applicable.
The Directors' and Officers' Liability and Reimbursement Insurance
Policy of Time Warner is designed to reimburse the registrant for any payments
made by it pursuant to the foregoing indemnification. The policy has coverage
of $50,000,000.
<PAGE>
9
ITEM 16. Exhibits.
Exhibit Description
No. --------------
- ------------
4.1 Restated Certificate of Incorporation of Time Warner 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 Time Warner's Post-Effective Amendment No. 1 on Form S-8
to Time Warner's Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on October 11, 1996 (the
"1996 S-8 Registration Statement")).
4.2 Certificate of Amendment of Restated Certificate of
Incorporation of Time Warner 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 Time
Warner'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 Time Warner 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 Time
Warner'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 Time
Warner's 1996 S-8 Registration Statement).
4.5 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 LMC Common Stock
of Time Warner 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)(f) to Time Warner's 1999 Second
Quarter Form 10-Q).
4.6 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, 1999 (which is incorporated
herein by reference to Exhibit 3.(i)(i) to Time Warner'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
A Participating Cumulative Preferred Stock of Time Warner 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 Time Warner'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
E Convertible Preferred Stock of Time Warner 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
Time Warner's 1996 S-8 Registration Statement).
4.9 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 Time Warner 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 Time
Warner's Annual Report on Form 10-K for the year ended December
31, 1996 (the "1996 Form 10-K")).
<PAGE>
10
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
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 Time Warner's 1996 S-8 Registration Statement).
4.11 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 Time Warner 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 Time
Warner's 1996 Form 10-K).
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
I Convertible Preferred Stock of Time Warner 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
Time Warner's 1996 S-8 Registration Statement).
4.13 Certificate of the Voting Powers, Designations, Preferences and
Relative, Participating, Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions Thereof, of Series
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 Time Warner's 1996 S-8 Registration Statement).
4.14 By-laws of Time Warner as of November 19, 1998 (which are
incorporated herein by reference to Exhibit 3.(ii) to Time
Warner's Annual Report on Form 10-K for fiscal year ended
December 31, 1998, as amended by Form 10-K/A dated June 28,
1999 (the "1998 Form 10-K")).
4.15 Rights Agreement (the "Rights Agreement") dated as of October
10, 1996 between Time Warner and ChaseMellon Shareholder
Services L.L.C. ("ChaseMellon") as Rights Agent (which is
incorporated herein by reference to Exhibit 4.17 to Time
Warner's 1996 S-8 Registration Statement).
4.16 Amendment No.1 to the Rights Agreement dated as of December 15,
1998 between Time Warner and ChaseMellon (which is incorporated
herein by reference to Exhibit 4.2 to Time Warner's 1998 Form
10-K).
4.17 Amendment No.2 to the Rights Agreement dated as of January
21,1999 between Time Warner and ChaseMellon (which is
incorporated herein by reference to Exhibit 4.3 to Time
Warner's 1998 Form 10-K).
4.18 Amendment No.3 to the Rights Agreement dated as of January 10,
2000 between Time Warner and ChaseMellon (which is incorporated
herein by reference to Exhibit 4 to Time Warner's Form 8-A/A
filed with the Securities and Exchange Commission on January
31, 2000).
5 Opinion of Cravath, Swaine & Moore.*
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney.*
- --------
* Previously filed.
<PAGE>
11
ITEM 17. Undertakings.
A. Undertakings Pursuant to Rule 415
The undersigned registrant hereby undertakes:
(a) 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 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the 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 under Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth n 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 information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement;
(b) That, for the purpose of determining any liability under the
Securities Act, 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; and
(c) 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. Undertaking Regarding Filings Incorporating Subsequent Exchange
Act Documents By Reference
The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Time Warner's annual report pursuant to Section 13(a) or 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act 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 Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
<PAGE>
12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State
of New York, on May 23, 2000.
TIME WARNER INC.,
by: /s/ Thomas W. McEnerney
--------------------------------
Name: Thomas W. McEnerney
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the Registration Statement has been signed below on
May 23, 2000 by the following persons 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
(Joseph A. Ripp)
(iii) Principal Accounting Officer:
/s/ James W. Barge
- ------------------------------------------------ Vice President and Controller
(James W. Barge)
<PAGE>
13
(iv) Directors:
*
- ----------------------------------------
(J. Carter Bacot)
*
- ----------------------------------------
(Stephen F. Bollenbach)
*
- ----------------------------------------
(John C. Danforth)
*
- ----------------------------------------
(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: Thomas W. McEnerney
Pursuant to Power of Attorney dated December 16, 1999
<PAGE>
14
Exhibit Index
Exhibit Description
No. --------------
- ------------
4.1 Restated Certificate of Incorporation of Time Warner 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 Time Warner's Post-Effective Amendment No. 1 on Form S-8
to Time Warner's Registration Statement on Form S-4 with the
Securities and Exchange Commission on October 11, 1996 (the
"1996 S-8 Registration Statement")).
4.2 Certificate of Amendment of Restated Certificate of
Incorporation of Time Warner 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 Time
Warner'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 Time Warner 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 Time
Warner'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 Time Warner 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 Time
Warner's 1996 S-8 Registration Statement).
4.5 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 LMC Common Stock
of Time Warner 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)(f) to Time Warner's 1999 Second
Quarter Form 10-Q).
4.6 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 Time Warner 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)(i) to Time Warner'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
A Participating Cumulative Preferred Stock of Time Warner 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 Time Warner'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
E Convertible Preferred Stock of Time Warner 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
Time Warner's 1996 S-8 Registration Statement).
<PAGE>
15
4.9 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 Time Warner 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 Time
Warner's Annual Report on Form 10-K for the year ended December
31, 1996 (the "1996 Form 10-K")).
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
F Convertible Preferred Stock of Time Warner 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
Time Warner's 1996 S-8 Registration Statement).
4.11 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 Time Warner 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 Time
Warner's 1996 Form 10-K).
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
I Convertible Preferred Stock of Time Warner 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
Time Warner's 1996 S-8 Registration Statement).
4.13 Certificate of the Voting Powers, Designations, Preferences and
Relative, Participating, Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions Thereof, of Series
J Convertible Preferred Stock of Time Warner 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
Time Warner's 1996 S-8 Registration Statement).
4.14 By-laws of Time Warner as of November 19, 1998 (which are
incorporated herein by reference to Exhibit 3.(ii) to Time
Warner's Annual Report on Form 10-K for fiscal year ended
December 31, 1998, as amended by Form 10-K/A dated June 28,
1999 (the "1998 Form 10-K")).
4.15 Rights Agreement (the "Rights Agreement") dated as of October
10, 1996 between Time Warner and ChaseMellon Shareholder
Services L.L.C. ("ChaseMellon") as Rights Agent (which is
incorporated herein by reference to Exhibit 4.17 to Time
Warner's 1996 S-8 Registration Statement).
4.16 Amendment No.1 to the Rights Agreement dated as of December 15,
1998 between Time Warner and ChaseMellon (which is incorporated
herein by reference to Exhibit 4.2 to Time Warner's 1998 Form
10-K).
4.17 Amendment No.2 to the Rights Agreement dated as of January
21,1999 between Time Warner and ChaseMellon (which is
incorporated herein by reference to Exhibit 4.3 to Time
Warner's 1998 Form 10-K).
4.18 Amendment No.3 to the Rights Agreement dated as of January 31,
2000 between Time Warner and ChaseMellon (which is incorporated
herein by reference to Form 8-A/A as filed with the Securities
and Exchange Commission on January 31, 2000).
5 Opinion of Cravath, Swaine & Moore.*
23.1 Consent of Ernst & Young LLP.
- --------
* Previously filed.
<PAGE>
16
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney.*
- --------
* Previously filed.
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3 No. 333-30532)
pertaining to the registration of 450,000 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 2, 2000, with respect to the consolidated financial
statements, schedule and supplementary information of Time Warner and the
consolidated financial statements and schedule of 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, 1999, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
May 19, 2000
Exhibit 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3 No. 333-30532)
pertaining to the registration of 450,000 shares of Time Warner Inc. 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 report dated July 21, 1999, except
for Note 3, as to which the date is May 12, 2000, with respect to the
consolidated financial statements of America Online, Inc. for the three
years ended June 30, 1999, incorporated by reference as Exhibit 99 to its
Form 10-Q/A for the quarterly period ended March 31, 2000, incorporated by
reference in Time Warner Inc.'s Current Reports on Form 8-K dated January
10, 2000, March 31, 2000 and May 22, 2000, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
McLean, Virginia
May 19, 2000
