Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TIME WARNER INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3527249
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
75 Rockefeller Plaza
New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
Time Warner Savings Plan
(Full title of the Plan)
Christopher P. Bogart, Esq.
Executive Vice President and General Counsel
Time Warner Inc.
75 Rockefeller Plaza
New York, New York 10019
(Name and Address of agent for service)
(212) 484-8000
(Telephone number, including area code, of agent for service)
<TABLE>
<S> <C> <C> <C> <C> <C>
=================== ================ ===================== ==================== ===============
Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered (1) Offering Price Per Aggregate Offering Registration
Registered Share (2) Price (2) Fee
- ------------------- ---------------- --------------------- -------------------- ---------------
- ------------------- ---------------- --------------------- -------------------- ---------------
Common Stock, par
value $.01 per
share ("Common
Stock")(3) 1,200,000 $73.625 $88,350,000 $23,324.40
=================== ================ ===================== ==================== ===============
</TABLE>
(1) This Registration Statement also relates to an indeterminate number of
additional shares of Common Stock pursuant to anti-dilution and
adjustment provisions of the above-referenced plan. In addition,
pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described
herein.
(2) Calculated pursuant to 457(c) and (h), based on the average of the high
and low prices of the Common Stock as reported on the New York Stock
Exchange Composite Tape for May 23, 2000, on which day such average was
$73.625.
(3) This Registration Statement also pertains to Rights to Purchase Series A
Participating Cumulative Preferred Stock ("Rights") of the Registrant.
Upon the occurrence of certain prescribed events, one Right will be
issued for each share of Common Stock. Until the occurrence of such
events, the Rights are not exercisable, will be evidenced by ownership
of the Common Stock and will be transferred along with and only with the
Common Stock.
<PAGE>
PART II
This Registration Statement on Form S-8 registers 1,200,000 additional shares of
the Registrant's Common Stock and Rights for issuance under the Time Warner
Savings Plan (the "Savings Plan"). The contents of the Post Effective Amendment
No. 5 on Form S-8 to the Registrant's Registration Statement on Form S-4
(Registration No. 333-11471) (the "1996 S-8 Registration Statement") as filed
with the Commission on October 11, 1996, as it relates to the Savings Plan is
hereby incorporated herein by reference to the extent not replaced hereby.
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Registrant (File
No. 1-12259) pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or as otherwise indicated, are hereby incorporated by reference
in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999 (the "1999 Form 10-K");
2. The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000;
3. The Registrant's Current Reports on Form 8-K dated January
10, 2000 (filed on January 14, 2000), January 10, 2000
(filed on February 11, 2000), January 23, 2000, February
2, 2000, March 13, 2000, March 31, 2000, April 12, 2000,
April 19, 2000 and May 22, 2000; and
4. The description of the Registrant's Common Stock and
Rights to purchase Series A Participating Cumulative
Preferred Stock, par value $.10 per share, contained in
Item 4 of its Registration Statement on Form 8-B, as filed
with the Commission on October 2, 1996, pursuant to
Section 12(b) of the Exchange Act, as amended by Amendment
No. 1 on Form 8-A/A as filed with the Commission on
January 31, 2000.
All documents and reports subsequently filed by the Registrant pursuant to
Sections 13(a) and (c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold, or which deregisters all such securities remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents or reports. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein and to be a part hereof shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Ernst & Young LLP, independent auditors, have audited the consolidated
financial statements, schedule and supplementary information of the Registrant
and the consolidated financial statements and schedule of Time Warner
Entertainment Company, L.P. included in the Registrant's 1999 Form 10-K, as set
forth in their reports which are incorporated by reference herein and in the
Prospectus, relating hereto. These consolidated financial statements, schedules
and supplementary information are incorporated by reference in reliance on Ernst
& Young LLP's report, 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 Form 10-Q/A for the
quarterly period ended March 31, 2000, as set forth in their report which is
incorporated by reference herein in Time Warner Inc's Current Reports on Form
8-K dated January 10, 2000, March 31, 2000 and May 22, 2000, which are
incorporated by reference herein and in the Prospectus, relating hereto. These
consolidated financial statements are incorporated by reference in reliance on
Ernst & Young LLP's report, given on their authority as experts in accounting
and auditing.
Legal matters in connection with the Common Stock offered hereby have been
passed upon for the Registrant by Thomas W. McEnerney, Esq., 75 Rockefeller
Plaza, New York, NY 10019.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL") provides
that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation-a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceedings, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) actually and reasonably incurred
in connection with the defense or settlement of such action, and the statute
requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation. The statute
provides that it is not exclusive of other indemnification that may be granted
by a corporation's charter, by-laws, disinterested director vote, stockholder
vote, agreement or otherwise.
Article VI of the Registrant's By-laws requires indemnification to the
fullest extent permitted under Delaware law of any person who is or was a
director or officer of the Registrant who is or was involved or threatened to be
made so involved in any action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that such person is or
was serving as a director, officer or employee of the Registrant or any
predecessor of the Registrant or was serving at the request of the Registrant as
a director, officer or employee of any other enterprise.
Section 102(b)(7) of the DGCL permits a provision in the certificate of
incorporation of each corporation organized thereunder, such as the Registrant,
eliminating or limiting, with certain exceptions, the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director. Section 1, Article X of the Restated
Certificate of Incorporation of the Registrant eliminates the liability of
directors to the extent permitted by Section 102(b)(7).
The foregoing statements are subject to the detailed provisions of Sections
145 and 102(b)(7) of the DGCL, Article VI of such By-laws and Section 1, Article
X of such Restated Certificate of Incorporation, as applicable.
The Registrant's Directors' and Officers' Liability and Reimbursement
Insurance Policy is designed to reimburse the Registrant for any payments made
by it pursuant to the foregoing indemnification. Such policy has coverage of
$50,000,000.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed on the accompanying Exhibit Index are filed or
incorporated by reference as part of this Registration Statement.
<PAGE>
The undersigned Registrant hereby undertakes that it will submit the Time
Warner Savings Plan and any amendments thereto to the Internal Revenue Service
in a timely manner and will make all changes required by the Internal Revenue
Service in order to qualify the Time Warner Savings Plan under section 401 of
the Internal Revenue Code of 1986, as amended.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8, or
Form F-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnifi-
cation is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnifica-
tion 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 indemnifi-
cation by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City and State of New York, on May 25, 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 by the following persons on May 25,
2000 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:
/s/ Joseph A. Ripp 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>
(iv) Directors:
*
- --------------------------------
(J. Carter Bacot)
*
- --------------------------------
(Stephen F. Bollenbach)
*
- --------------------------------
(John 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 /s/ Thomas W. McEnerney
-------------------------
(Thomas W. McEnerney)
(Attorney-in-Fact)
*Pursuant to Powers of Attorney
dated as of November 19, 1998
<PAGE>
Time Warner Savings Plan
Pursuant to the requirements of the Securities Act of 1933, the administrators
of the Time Warner Savings Plan have duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City and State of New York, on May 25, 2000.
TIME WARNER SAVINGS PLAN
By: /s/ John A. LaBarca
--------------------------
(John A. LaBarca, Attorney-
in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons on May 25, 2000 in the
capacities indicated.
Members of the Committee Administering the Plan
Peter R. Haje
Derek Johnson
John A. LaBarca
By: /s/ John A. LaBarca
------------------------------------
(John A. LaBarca, Attorney-in-Fact)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
- ------ ----------- ----
4.1 Second Amended and Restated Agreement and Plan of Merger dated as *
of January 10, 2000, among America Online, Inc., the Registrant,
America Online Merger Sub Inc. and Time Warner Merger Sub Inc.
(which is incorporated herein by reference to Annex A to the joint
proxy statement - prospectus forming part of Amendment No. 4 to the
Registration on Form S-4 of AOL Time Warner Inc. (Registration No.
333-30184)).
4.2 Restated Certificate of Incorporation of the Registrant as filed *
with the Secretary of State of the State of Delaware on October 10,
1996 (which is incorporated herein by reference to Exhibit 4.3 to
the Registrant's Post-Effective Amendment No. 1 on Form S-8 to the
Registrant's Registration Statement on Form S-4 (Registration No.
333-11471) (the "1996 S-8 Registration Statement")).
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 26, 1999 (which is incorporated herein by
reference to Exhibit 3.(i)(b) to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1999 (the "June 1999
Form 10-Q")).
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 May 19, 1997 (which is incorporated herein by
reference to Exhibit 3.(i)(c) to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1997 (the "June 1997
Form 10-Q")).
4.5 Certificate of Amendment of Restated Certificate of Incorporation *
of the Registrant as filed with the Secretary of State of the State
of Delaware on October 10, 1996 (which is incorporated herein by
reference to Exhibit 4.4 to the Registrant's 1996 S-8 Registration
Statement).
4.6 Certificate of the Voting Powers, Designations, Preferences and *
Relative, Participating, Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions Thereof, of Series LMC
Common Stock of the Registrant as filed with the Secretary of State
of the State of Delaware on October 10, 1996 (which is incorporated
herein by reference to Exhibit 4.5 to the Registrant's 1996 S-8
Registration Statement).
4.7 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 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)(f) of the Registrant's June 1999 Form 10-Q).
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
LMCN-V Common Stock of the Registrant as filed with the Secretary
of State of the State of Delaware on October 10, 1996 (which is
incorporated herein by reference to Exhibit 4.6 to the Registrant's
1996 S-8 Registration Statement).
4.9 Certificate of Increase of the Number of Shares of Series Common *
Stock of the Registrant Designated as Series LMCN-V Common Stock as
filed with the Secretary of State of the State of Delaware on
August 13, 1997 (which is incorporated herein by reference to
Exhibit 3.(i)(b) to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1997).
4.10 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) of the Registrant's June 1999 Form 10-Q).
4.11 Certificate of the Voting Powers, Designations, Preferences and *
Relative, Participating, Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions Thereof, of Series A
Participating Cumulative Preferred Stock of the Registrant as filed
with the Secretary of State of the State of Delaware on October 10,
1996 (which is incorporated herein by reference to Exhibit 4.7 to
the Registrant's 1996 S-8 Registration Statement).
4.12 Certificate of Elimination of the Certificate of the Voting Powers, *
Designations, Preferences and Relative, Participating, Optional or
Other Special Rights and Qualifications, Limitations or
Restrictions Thereof, of Series D Convertible Preferred Stock of
the Registrant as filed with the Secretary of State of the State of
Delaware on March 17, 2000 (which is incorporated herein by
reference to Exhibit 3.(i)(k) to the Registrant's 1999 Form 10-K).
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 D
Convertible Preferred Stock of the Registrant as filed with the
Secretary of State of the State of Delaware on October 10, 1996
(which is incorporated herein by reference to Exhibit 4.8 to the
Registrant's 1996 S-8 Registration Statement).
4.14 Certificate of the Voting Powers, Designations, Preferences and *
Relative, Participating, Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions Thereof, of Series E
Convertible Preferred Stock of the Registrant as filed with the
Secretary of State of the State of Delaware on October 10, 1996
(which is incorporated herein by reference to Exhibit 4.9 to the
Registrant's 1996
S-8 Registration Statement).
4.15 Certificate of Correction of the Certificate of the Voting Powers, *
Designations, Preferences and Relative, Participating, Optional or
Other Special Rights, and Qualifications, Limitations or
Restrictions Thereof, of Series E Convertible Preferred Stock of
the Registrant as filed with the Secretary of State of the State of
Delaware on November 13, 1996 (which is incorporated herein by
reference to Exhibit 3.i(h) to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996 (the "1996 Form
10-K")).
4.16 Certificate of the Voting Powers, Designations, Preferences and *
Relative, Participating, Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions Thereof, of Series F
Convertible Preferred Stock of the Registrant as filed with the
Secretary of State of the State of Delaware on October 10, 1996
(which is incorporated herein by reference to Exhibit 4.10 to the
Registrant's 1996 S-8 Registration Statement).
4.17 Certificate of Correction of the Certificate of the Voting Powers, *
Designations, Preferences and Relative, Participating, Optional or
Other Special Rights, and Qualifications, Limitations or
Restrictions Thereof, of Series F Convertible Preferred Stock of
the Registrant as filed with the Secretary of State of the State of
Delaware on November 13, 1996 (which is incorporated herein by
reference to Exhibit 3.(i)(j) of the Registrant's 1996 Form 10-K).
4.18 Certificate of Elimination of the Certificate of the Voting Powers, *
Designations, Preferences and Relative, Participating, Optional or
Other Special Rights and Qualifications, Limitations or
Restrictions Thereof, of Series G Convertible Preferred Stock of
the Registrant as filed with the Secretary of State of the State of
Delaware on March 19, 1999 (which is incorporated by reference to
Exhibit 3.(i)(m) to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1998 (the "1998 Form 10-K")).
4.19 Certificate of the Voting Powers, Designations, Preferences and *
Relative, Participating, Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions Thereof, of Series G
Convertible Preferred Stock of the Registrant as filed with the
Secretary of State of the State of Delaware on October 10, 1996
(which is incorporated herein by reference to Exhibit 4.11 to the
Registrant's 1996 S-8 Registration Statement).
4.20 Certificate of Elimination of the Certificate of the Voting Powers, *
Designations, Preferences and Relative, Participating, Optional or
Other Special Rights and Qualifications, Limitations or
Restrictions Thereof, of Series H Convertible Preferred Stock of
the Registrant as filed with the Secretary of State of the State of
Delaware on March 19, 1999 (which is incorporated herein by
reference to Exhibit 3.(i)(o) to the Registrant's 1998 Form 10-K).
4.21 Certificate of the Voting Powers, Designations, Preferences and *
Relative, Participating, Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions Thereof, of Series H
Convertible Preferred Stock of the Registrant as filed with the
Secretary of State of the State of Delaware on October 10, 1996
(which is incorporated herein by reference to Exhibit 4.12 to the
Registrant's 1996 S-8 Registration Statement).
<PAGE>
4.22 Certificate of the Voting Powers, Designations, Preferences and *
Relative, Participating, Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions Thereof, of Series I
Convertible Preferred Stock of the Registrant as filed with the
Secretary of State of the State of Delaware on October 10, 1996
(which is incorporated herein by reference to Exhibit 4.13 to the
Registrant's 1996 S-8 Registration Statement).
4.23 Certificate of the Voting Powers, Designations, Preferences and *
Relative, Participating, Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions Thereof, of Series J
Convertible Preferred Stock of the Registrant as filed with the
Secretary of State of the State of Delaware on October 10, 1996
(which is incorporated herein by reference to Exhibit 4.14 to the
Registrant's 1996 S-8 Registration Statement).
4.24 Certificate of Elimination of the Voting Powers, Designations, *
Preferences and Relative, Participating, Optional or Other Special
Rights, and Qualifications, Limitations or Restrictions Thereof, of
10 1/4% Series M Exchangeable Preferred Stock of the Registrant as
filed with the Secretary of State of the State of Delaware on March
19, 1999 (which is incorporated herein by reference to Exhibit
3.(i)(s) to the Registrant's 1998 Form 10-K).
4.25 Certificate of the Voting Powers, Designations, Preferences and *
Relative, Participating, Optional or Other Special Rights, and
Qualifications, Limitations or Restrictions Thereof, of 10 1/4% Series
M Exchangeable Preferred Stock of the Registrant as filed with the
Secretary of State of the State of Delaware on October 10, 1996
(which is incorporated herein by reference to Exhibit 4.15 to the
Registrant's 1996 S-8 Registration Statement).
4.26 By-laws of the Registrant as of November 19, 1998 (which are *
incorporated herein by reference to Exhibit 3.(ii) to the
Registrant's 1998 Form 10-K).
4.27 Rights Agreement (the "Rights Agreement") dated as of October 10, *
1996 between the Registrant and ChaseMellon Shareholder Services
L.L.C. ("ChaseMellon") (which is incorporated herein by reference
to Exhibit 4.17 to the Registrant's 1996 S-8 Registration
Statement).
4.28 Amendment No. 1 to the Rights Agreement dated as of December 15, *
1998, between the Registrant and ChaseMellon (which is incorporated
herein by reference to Exhibit 4.2 to the Registrant's 1998 Form
10-K).
4.29 Amendment No. 2 to the Rights Agreement dated as of January 21, *
1999 between the Registrant and ChaseMellon (which is incorporated
herein by reference to Exhibit 4.3 to the Registrant's 1998 Form
10-K).
4.30 Amendment No. 3 to the Rights Agreement dated as of January 10, *
2000 between the Registrant and ChaseMellon (which is incorporated
herein by reference to Exhibit 4 to the Registrant's Amendment No.
1 on Form 8A/A to the Registrant's Registration Statement on Form
8-B as filed with the Commission on January 31, 2000).
4.31 Stock Option Agreement dated as of January 10, 2000 between AOL and *
the Registrant (which is incorporated herein by reference to
Exhibit 99.2 to the Registrant's Current Report on Form 8-K dated
January 10, 2000 as filed with the Commission on January 14, 2000.
5 Opinion of Thomas W. McEnerney, Esq. regarding the legality of the
securities being registered.
23.1 Consent of Ernst & Young, LLP, Independent Auditors.
23.2 Consent of Ernst & Young, LLP, Independent Auditors.
23.3 Consent of Thomas W. McEnerney, Esq. (which is incorporated herein *
by reference to Exhibit 5).
24.1 Power of attorney, dated November 19, 1998 (which is incorporated *
herein by reference to Exhibit 24 to the Registrant's Registration
Statement on Form S-8 as filed with the Commission on December 18,
1998 (Registration No. 333-60161)).
24.2 Power of attorney for the Administrative Committee of the Time
Warner Savings Plan, the Time Warner Thrift Plan and the TWC
Savings Plan dated May 25, 2000.
* Incorporated by reference.
Exhibit 5
May 25, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Time Warner Inc.
Form S-8 Registration Statement
Gentlemen:
I am an Associate General Counsel and Vice President of Time Warner Inc., a
Delaware corporation (the "Company"). I am delivering this opinion in connection
with a Registration Statement on Form S-8 (the "Registration Statement") filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the registration of an aggregate of 1,200,000 additional
shares of common stock, par value $.01 per share, and associated Rights to
Purchase Series A Participating Cumulative Preferred Stock, par value $.10 per
share (collectively referred to as the "Common Stock"), of the Company to be
purchased and/or issued pursuant to the terms of the Time Warner Savings Plan
(the "Plan"). The Registration Statement also registers an indeterminate amount
of interests to be offered or sold pursuant to the terms of the Plan and an
indeterminate amount of additional shares of Common Stock pursuant to the
anti-dilution provisions of the Plan.
I have examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, corporate records of the Company and other
instruments as I have deemed necessary for the purpose of this opinion,
including (a) the Restated Certificate of Incorporation, as amended and By-laws
of the Company, (b) the Plan, (c) resolutions adopted by the Board of Directors
of the Company and (d) the Registration Statement and related Prospectus.
Based upon the foregoing, I am of the opinion that the shares of Common
Stock and/or interests to be purchased and/or issued pursuant to the terms of
the Plan have been duly authorized and, when issued pursuant to the terms of the
Plan, will be duly and validly issued, and the shares of Common Stock will be
fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ Thomas W. McEnerney
Associate General Counsel
and Vice President
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Interests of Named
Experts and Counsel" in the Registration Statement on Form S-8 pertaining to the
registration of 1,200,000 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 "Interests of Named
Experts and Counsel" in the Registration Statement on Form S-8 pertaining to the
registration of 1,200,000 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
Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the Time Warner Savings Plan (the
"Plan") and each of the undersigned members of the Administrative Committee of
the Plan of Time Warner Inc. ("Time Warner"), a Delaware corporation, which will
file or has filed with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, one or more
Registration Statements on Form S-8 and amendments thereto relating to the
registration under said Act of interests in said Plan and of shares of Common
Stock, par value $.01 per share and associated Rights to Purchase Series A
Participating Cumulative Preferred Stock, par value $.10 per share, of Time
Warner to be purchased and/or issued pursuant to said Plan, hereby constitutes
and appoints PETER R. HAJE, DEREK Q. JOHNSON and JOHN A. LABARCA, and each of
them its true and lawful attorneys-in-fact and agents, with full power to act
without the others for the Plan and in the Plan's name, place and stead, in any
and all capacities, to sign and to file such Registration Statement and all
amendments and post-effective amendments thereto, with all exhibits thereto, and
any and all documents in connection therewith, with the Securities and Exchange
Commission in connection with any matter relating to said Registration Statement
and to any and all such amendments and post-effective amendments, hereby
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises as fully and to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 25th day of May, 2000.
TIME WARNER SAVINGS PLAN MEMBERS OF THE COMMITTEE
ADMINISTERING THE PLAN
By /s/ John A. LaBarca /s/ Peter R. Haje
------------------ -----------------
Name: John A. LaBarca Peter R. Haje
Member of the Committee
Administering the Plan /s/ Derek Q. Johnson
-----------------
Derek Q. Johnson
/s/ John A. LaBarca
-----------------
John A. LaBarca
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