As Filed with the Securities and Exchange Commission on February 16, 2000
Registration No. [333- ]
- -------------------------------------------------------------------------------
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:
<TABLE>
<CAPTION>
<S> <C> <C>
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
</TABLE>
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>
----------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<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 450,000 $ 83.03 $ 37,363,500.00 $ 9,863.96
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 February 14, 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.
- -------------------------------------------------------------------------------
<PAGE>
1
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 ______________, 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 February 15, 2000, the last sale price
for one share of Time Warner common stock was $ 80.50 as reported as of 4:30
p.m. 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.................................................. 6
The Acquisition.................................................. 6
Selling Stockholders............................................. 6
Plan of Distribution............................................. 6
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
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 Fiscal Year ended December 31, 1998, as
amended by Form 10-K/A dated June 28, 1999.
2. Quarterly Reports on Form 10-Q Quarters ended March 31, 1999, June 30,
1999, and September 30, 1999;
3. Current Reports on Form 8-K July 12, 1999; August 3, 1999; January 10,
2000 (filed January 14, 2000); January 10,
2000 (filed February 11, 2000); January
23, 2000; and February 2, 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 herein.
Description of Business
Time Warner is the world's largest 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 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 Networks, consisting principally of interests in cable
television programming;
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.
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., with two wholly-owned 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 (the "Mergers"). 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 is contained in Time
Warner's Current Report on Form 8-K dated January 10, 2000.
Additional information is contained in Time Warner's Current Report on
Form 8-K dated January 10, 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. The new combination, Warner EMI Music, will be
one of the world's leading music businesses, with broad domestic and
international holdings. The enterprise 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. EMI shareholders will receive a distribution from EMI, financed
by Time Warner, equal to (pound)1.00 per EMI share outstanding at closing.
Time Warner will also receive Convertible Deferred Ordinary Shares of EMI that
represent the right to receive 8% of EMI's ordinary shares if EMI's share
price should exceed (pound)9.00 for any 15 out of 30 consecutive trading days
within the first 42 months after the closing of the transactions contemplated
by the Combination Agreement. 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 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 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 on January 21, 2000 of Seller's interest, Time
Warner sold to TWE 450,000 shares of Time Warner common stock at its fair
market value.
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.
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> <C>
Inner City 450,000 450,000 0
Broadcasting
Corporation1
</TABLE>
- ----------------------
- --------
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 r
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., and Urban Cableworks of Pennsylvania, LLC
which is a majority owned subsidiary of Inner City Broadcasting, entered into
a Limited Partnership Agreement, effective as of January 11, 2000 with Wade
Communications Partnership, which was then a partnership between two wholly
owned subsidiaries of Time Warner.
<PAGE>
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.
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 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.
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<PAGE>
7
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, 1998, amended by Form 10-K/A dated June 28, 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 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 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>
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 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 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.
<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 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 February 16, 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 Registration Statement has been signed below on February 16,
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 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 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.
<PAGE>
16
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney.
Exhibit 5
[Letterhead of]
CRAVATH, SWAINE & MOORE
[New York Office]
February __, 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 450,000 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 State of Delaware and the Federal laws of the United States of America.
<PAGE>
2
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 under the caption "Experts"
in the Registration Statement on Form S-3 and related Prospectus pertaining to
the rgistration of 450,000 shares of Time Warner Inc. ("Time Warner") cmmon
stock and associated Rights to Purchase Series A Participating Cumulative
Preferred Stock and to the incorporation by reference therein of our reports
dated February 3, 1999, with respect to the consolidated financial statements,
schedule and supplementary information of Time Warner and Time Warner
Entertainment Company, L.P., included in Time Warner's Annual Report on
Form10-K for the year ended December 31, 1998, as amended by Time Warner's
Form 10-K/A dated June 28, 1999, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
New York, New York
February 9, 2000
Exhibit 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of Time Warner Inc.
for the registration of 450,000 shares of its common stock and associated
Rights to Purchase Series A Participating Cumulative Preferred Stock and to
the incorporation by reference therein 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,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
McLean, Virginia
February 9, 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 CHRISTOPHER P. BOGART, RICHARD
J. BRESSLER, PETER R. HAJE, SPENCER B. HAYS, JOHN A. LABARCA, GERALD M. LEVIN,
THOMAS W. MCENERNEY, RICHARD D. PARSONS 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 any other appropriate form, and any and all amendments to any
such Registration Statement (including post-effective amendments) and any
subsequent Registration Statements filed by the Corporation pursuant to Rule
462(b) under 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 1,200,000 shares of common
stock, par value $0.01 per share, of the Corporation (including any associated
preferred stock purchase rights) issuable in connection with the acquisition
by Time Warner Entertainment Company, L.P. of the remaining interest in Queens
Inner Unity Cable System partnership, with power where appropriate to affix
thereto the corporate seal of the Corporation and to attest said seal, and to
file any such Registration Statement, including a form of prospectus, and any
and all amendments and post-effective amendments to any such Registration
Statement and any subsequent Registration Statement 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 a she 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 16th day of December, 1999.
(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/ John A. LaBarca
- ---------------------------------------
John A. LaBarca
Senior Vice President and
Controller
(iv) Directors
/s/Merv Adelson
- ---------------------------------------
(Merv Adelson)
/s/J. Carter Bacot
- ---------------------------------------
(J. Carter Bacot)
/s/Stephen F. Bollenbach
- ---------------------------------------
(Stephen F. Bollenbach)
/s/John C. Danforth
- ---------------------------------------
(John C. Danforth)
/s/Beverly Sills Greenough
- ---------------------------------------
(Beverly Sills Greenough)
<PAGE>
3
/s/Gerald Greenwald
- ---------------------------------------
(Gerald Greenwald)
/s/Carla A. Hills
- ---------------------------------------
(Carla A. Hills)
/s/Reuben Mark
- ---------------------------------------
(Reuben Mark)
/s/Michael A. Miles
- ---------------------------------------
(Michael A. Miles)
/s/Richard D. Parsons
- ---------------------------------------
(Richard D. Parsons)
/s/R. E. Turner
- ---------------------------------------
(R. E. Turner)
/s/Francis T. Vincent, Jr.
- ---------------------------------------
(Francis T. Vincent, Jr.)
