As Filed with the Securities and Exchange Commission on May 5, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
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:
Richard Hall
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum
Title of each class of Amount to offering price per aggregate offering Amount of
securities to be registered be registered unit(1)(2) price(1) registration fee(2)
Common Stock, par value $0.01 per 4,000,000 $85.03 $340,120,000 $90,000
share(3)........................
==================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee.
(2) Calculated in accordance with Rule 457(c) under the Securities Act based
upon the average of the high and low price of the common stock of Time
Warner Inc. on May 4, 2000, as quoted per the New York Stock Exchange
Composite Transactions Tape.
(3) This Registration Statement also relates 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.
----------------------
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 5, 2000
PROSPECTUS
4,000,000 Shares
Time Warner Inc.
Common Stock, Par Value $0.01 per Share
This prospectus relates to 4,000,000 shares of common stock, par
value $0.01 per share, of Time Warner Inc. that R.E. Turner, the Vice Chairman
of Time Warner, may deliver to Merrill Lynch, Pierce, Fenner & Smith, Inc. in
satisfaction of Mr. Turner's obligations to Merrill Lynch under a call option
granted by Mr. Turner to Merrill Lynch on May 12, 1997. If Mr. Turner delivers
the shares to Merrill Lynch, Merrill Lynch may then resell the shares or
deliver them to persons from whom it borrowed shares of Time Warner common
stock for the purpose of making short sales on its account. If Mr. Turner does
not deliver the shares to Merrill Lynch, he may sell them from time to time on
markets where the common stock of Time Warner is traded, or on an exchange in
accordance with the rules of the exchange. These shares of Time Warner common
stock are being offered for sale from time to time pursuant to this prospectus
for the account of Mr. Turner or Merrill Lynch. Time Warner will not receive
any of the proceeds from such sales.
The Time Warner common stock covered by this prospectus is listed on
the New York Stock Exchange ("NYSE") under the symbol "TWX". On May 4, 2000,
the last sale price for one share of Time Warner common stock was $83.81 as
reported on the NYSE Composite Transactions Tape.
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.................................................... 6
Selling Shareholder................................................ 6
Plan of Distribution............................................... 7
Legal Opinions..................................................... 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, 500 West
Room 1024 Suite 1300 Madison Street (Suite 1400)
Washington, D.C. 20549 New York, NY 10048 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
- ---------------------------------- --------------
1. Annual Report on Form 10-K Year ended December 31, 1999.
2. 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) and
April 19, 2000 (filed April 25, 2000).
3. 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. You 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 is 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 March 31, 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.
<PAGE>
6
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 Mr.
Turner or Merrill Lynch, as described below. See "Plan of Distribution"
described below.
SELLING SHAREHOLDER
Mr. Turner became Vice Chairman of Time Warner upon consummation of
its merger with Turner Broadcasting System, Inc. ("TBS") on October 10, 1996.
Prior to that, Mr. Turner served as Chairman of the Board and President of TBS
from 1970. Mr. Turner has been a director of Time Warner since 1996.
The following table sets forth as of February 1, 2000, information
concerning the beneficial ownership by Mr. Turner of Time Warner common stock.
<TABLE>
<CAPTION>
Common Stock Beneficially Owned(1)
-------------------------------------------------------
Number of Option Percent of
Name Shares Shares(2) Class
- ---- -------- ------ ------
<S> <C> <C> <C>
R. E. Turner(3)............................... 110,823,084 4,175,000 9.6%
</TABLE>
The following table sets forth information concerning the beneficial
ownership by Mr. Turner of Time Warner common stock after completion of the
offering covered by this prospectus according to the plan of distribution
described below.
<TABLE>
<CAPTION>
Common Stock Beneficially Owned(1)
-------------------------------------------------------
Number of Option Percent of
Name Shares Shares(2) Class
- ---- -------- ---------- ------
<S> <C> <C> <C>
R. E. Turner(3)............................... 106,823,084 4,175,000 9.3%
</TABLE>
- --------
1 Beneficial ownership as reported in the above table has been determined
in accordance with Rule 13d-3 of the Securities and Exchange Commission
("SEC"). Unless otherwise indicated, beneficial ownership includes both solee
voting and sole investment power. This table does not include, unless
otherwise indicated, any shares of common stock or other equity securities of
Time Warner which may be held by pension and profit-sharing plans of other
corporations or endowment funds of educational and charitable institutions for
which Mr. Turner serves as a director or trustee. As of February 1, 2000, the
only equity securities of Time Warner beneficially owned by Mr. Turner were
shares of Time Warner common stock and options to purchase Time Warner common
stock.
2 Reflects shares of Time Warner common stock subject to options to
purchase common stock issued by Time Warner which, on February 1, 2000, were
unexercised but were exercisable within 60 days from that date. These shares
are excluded from the column headed "Number of Shares." As a result of the
Time Warner board of directors' approval of the AOL merger transaction on
January 9, 2000, all then outstanding options, by their terms, vested and
became excisable.
3 Includes (a) 579,884 shares of Time Warner common stock owned by a
corporation wholly owned by Mr. Turner, (b) 2,600,998 shares of Time Warner
common stock held by a trust over which Mr. Turner has sole voting and
dispositive control, (c) 6,028,896 shares of Time Warner common stock held by
a limited partnership of which Mr. Turner is the sole general partner, (d)
770,000 shares of Time Warner common stock owned by Mr. Turner's wife, (e)
5,000,000 shares of Time Warner common stock held by the Turner Foundation,
Inc., of which Mr. Turner is one of six trustees and (f) approximately 230
shares of Time Warner common stock held by a trust under the Time Warner
Savings Plan for the benefit of Mr. Turner. Mr. Turner disclaims beneficial
ownership of shares held by his wife and the Turner Foundation, Inc.
<PAGE>
7
PLAN OF DISTRIBUTION
Mr. Turner may sell the shares of Time Warner common stock covered
by this prospectus to Merrill Lynch if Merrill Lynch exercises certain call
options written by Mr. Turner on shares of common stock of Time Warner.
Merrill Lynch may resell the shares of Time Warner common stock
covered by this prospectus or deliver them to persons from whom it borrowed
shares of common stock of Time Warner for the purpose of making short sales
for its account.
If Mr. Turner does not sell the shares of Time Warner common stock
covered by this prospectus to Merrill Lynch, he may resell the shares from
time to time on markets where the common stock of Time Warner is traded or on
an exchange in accordance with rules of the exchange at prices related to
market prices prevailing at the time of sale. Some or all of the shares may be
sold through brokers acting on behalf of Mr. Turner. In connection with such
sales, such broker may receive compensation in the form of discounts or
commissions from Mr. Turner and may receive commissions from the purchasers of
such shares for whom they act as broker or agent (which discounts and
commissions are not anticipated to exceed those customary in the types of
transactions involved). In addition, any of the shares covered by this
prospectus that qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than pursuant to this prospectus.
If Merrill Lynch purchases the shares of Time Warner common stock
covered by this prospectus from Mr. Turner and then resells the shares, it may
do so by any or all of the methods set forth above.
Any broker-dealers or agents who participate in the distribution of
the shares (including Merrill Lynch if it purchases the shares from Mr. Turner
and then resells such shares) may be deemed to be an "underwriter" within the
meaning of the Securities Act of 1933, and any profit on the sale of the
shares by such broker- dealer or agent may be deemed to be underwriting
commissions under the Securities Act.
Mr. Turner will pay the registration fee in connection with the
registration of the Time Warner common stock covered by this prospectus. Time
Warner will pay all other expenses and fees related to such registration. Time
Warner has agreed to indemnify each selling stockholder, each selling
stockholder's broker and each of Time Warner's respective officers and
directors and any person who controls such selling stockholder against certain
liabilities and expenses arising out of or based upon the information set
forth or incorporated by reference in this prospectus and the registration
statement of which this prospectus forms a part, including liabilities under
the Securities Act. Each selling stockholder has agreed to indemnify Time
Warner and each other selling stockholder and, in each case, each of its
respective officers and directors and any person who controls such person
against certain liabilities and expenses arising out of or based upon
information specifically provided by such selling stockholder for inclusion in
this prospectus and the registration statement of which this prospectus forms
a part, including liabilities under the Securities Act.
Time Warner may, under specified circumstances, determine at any
time to suspend the availability of this prospectus for use by Mr. Turner and
Merrill Lynch.
LEGAL OPINIONS
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 and schedules of Time Warner and 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. 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.
Ernst & Young LLP, independent auditors, have audited the
consolidated financial statements of America Online, Inc. included in America
Online's Annual Report on Form 10-K for the year ended June 30, 1999, as set
forth in their report, which is incorporated by reference in this prospectus
and elsewhere in the registration statement. These financial statements are
incorporated by reference in reliance on Ernst & Young LLP's report, given on
their authority as experts in accounting 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 amounts of expenses of Time
Warner in connection with the distribution of the common stock. All such
expenses, other than the Securities and Exchange Commission registration fee,
are estimates. Mr. Turner will pay the registration fee, and the legal and
accounting fees and expenses will be paid by Time Warner.
Securities and Exchange Commission registration fee....... $ 90,000.00
Accounting fees and expenses.............................. $ 7,500.00
Legal fees and expenses................................... $ 20,000.00
----------
Total expenses............................................ $ 117,500.00
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
No. Description
- --------- --------------
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).
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 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 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>
10
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 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).
<PAGE>
11
24 Power of Attorney.
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 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 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 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 5, 2000.
TIME WARNER INC.,
by /s/ James W. Barge
-------------------------------
Name: James W. Barge
Title: Vice President and
Controller
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below on May 5, 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:
Vice President and Controller
/s/ James W. Barge
- -------------------------------
(James W. Barge)
<PAGE>
13
(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: Thomas W. McEnerney
Pursuant to Power of Attorney dated May 5, 2000
<PAGE>
14
Exhibit Index
Exhibit
No. Description
------------ --------------
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).
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 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).
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>
15
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 Series 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.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney.
Exhibit 5
May 5, 2000
Time Warner Inc.
Registration Statement
on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Time Warner Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended on Form S-3 (the "Registration Statement")
of 4,000,000 shares of Class A Common Stock, par value $0.01 per share, of the
Company (the "Common Stock").
In that connection, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of such documents, corporate
records and other instruments as we have deemed necessary for the purposes of
this opinion, including the following: (a) the Restated Certificate of
Incorporation of the Company, as amended and (b) the By-laws of the Company.
Based on the foregoing, we are of the opinion as follows:
(1) The Company has been duly incorporated and is a validly existing
corporation under the laws of the State of Delaware.
(2) The shares of Common Stock are validly issued, fully paid and
nonassessable.
We are admitted to practice only in the State of New York and,
accordingly, we do not express any opinion as to any matter governed by any
laws other than the laws of the State of New York, the General Corporation Law
of the
<PAGE>
2
State of Delaware and the Federal laws of the United States of America.
We are aware that we are referred to under the heading "Legal
Opinions" in the prospectus forming a part of the Registration Statement, and
we hereby consent to such use of our name therein and to the filing of this
opinion as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ Cravath, Swaine & Moore
---------------------------
Time Warner Inc.
75 Rockefeller Plaza
New York, NY 10019
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm as "Experts" in the
Registration Statement on Form S-3 and related Prospectus pertaining to the
registration of 4,000,000 shares of Time Warner Inc. ("Time Warner") Common
Stock and associated Rights to Purchase Series A Participating Cumulative
Preferred Stock and to the incorporation by reference therein or our reports
dated February 2, 2000, 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, 1999, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
---------------------
New York, New York
May 1, 2000
Exhibit 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption as
"Experts" in the Registration Statement on Form S-3 pertaining to the
registration of 4,000,000 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, with respect to the
consolidated financial statements of America Online, Inc. included in its
Annual Report on Form 10-K for the year ended June 30, 1999, incorporated by
reference in Time Warner Inc.'s Current Reports on Form 8-K dated January 10,
2000 and March 31, 2000, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
--------------------------------
McLean, Virginia
May 1, 2000
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
officers and directors of TIME WARNER INC., a Delaware corporation (the
"Corporation"), hereby constitutes and appoints JAMES W. BARGE, CHRISTOPHER P.
BOGART, SPENCER B. HAYS, JOHN A. LABARCA, THOMAS W. McENERNEY AND JOSEPH A.
RIPP, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power to act without the others, for him or her and in his
or her name, place and stead, in any and all capacities, to sign one or more
Registration Statements on Form S-3 or other appropriate form and any and all
amendments to such Registration Statements (including post-effective
amendments), and any subsequent Registration Statements filed by the
Corporation pursuant to Rule 462(b) under the Securities Act of 1933, as
amended (the "Securities Act") to be filed with the Securities and Exchange
Commission for the registration under the provisions of the Securities Act of
up to 4 million shares of Common Stock, par value $.01 per share ("Common
Stock"), of the Corporation to be sold by R.E. Turner, or certain permitted
transferees from R.E. Turner, with power where appropriate to affix thereto
the corporate seal of the Corporation and to attest said seal, and to file
such Registration Statements, including in each case a form of prospectus, and
any and all amendments and post-effective amendments to such Registration
Statements, and any subsequent Registration Statements filed by the
Corporation pursuant to Rule 462(b) of the Securities Act, with all exhibits
thereto, and any and all documents in connection therewith, with the
Securities and Exchange Commission, 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 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.
<PAGE>
2
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or
her name as of the 27th day of April, 2000.
(i) Principal Executive Officer:
/s/ Gerald M. Levin
------------------------------
Gerald M. Levin
Director, Chairman of the Board
and Chief Executive Officer
(ii) Principal Financial Officer:
/s/ Joseph A. Ripp
------------------------------
Joseph A. Ripp,
Executive Vice President and
Chief Financial Officer
(iii)Principal Accounting Officer:
/s/ James W. Barge
------------------------------
James W. Barge,
Vice President and Controller
(iv) Directors:
/s/ Merv Adelson /s/ J. Carter Bacot
------------------------------ --------------------------
Merv Adelson, J. Carter Bacot,
Director Director
_____________________________ /s/ John C. Danforth
--------------------------
Stephen F. Bollenbach, John C. Danforth,
Director Director
/s/ Beverly Sills Greenough __________________________
-----------------------------
Beverly Sills Greenough, Gerald Greenwald,
Director Director
/s/ Carla A. Hills /s/ Reuben Mark
----------------------------- --------------------------
Carla A. Hills, Reuben Mark,
Director Director
<PAGE>
3
_____________________________ /s/ Richard D. Parsons
--------------------------
Michael A. Miles, Richard D. Parsons,
Director
----------------------------- --------------------------
R.F. Turner, Francis T. Vincent, Jr.,
Director
