SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K/A
Amendment No. 1
to
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993.
Commission file number 1-8637
TIME WARNER INC.
(Exact name of registrant as specified in its charter)
Delaware 13-1388520
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
75 Rockefeller Plaza, New York, NY 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 484-8000
<PAGE>
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its 1993 Annual
Report on Form 10-K as set forth herein:
Item 14 and Exhibit Index.
The list of exhibits set forth in, and incorporated by
reference from, the Exhibit Index, is amended to include the
following additional exhibits, filed herewith:
99.2 Annual Report on Form 11-K of the Time Warner
Thrift Plan for the year ended December 31, 1993.
99.3 Annual Report on Form 11-K of the Time Warner
Employees' Savings Plan for the year ended
December 30, 1993.
99.4 Annual Report on Form 11-K of the Time Warner Cable
Employees Savings Plan for the year ended December
31, 1993.
99.5 Annual Report on Form 11-K of the Paragon
Communications Employees Stock Savings Plan for the
year ended December 31, 1993.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed on
its behalf by the undersigned thereunto duly authorized.
TIME WARNER INC.
(Registrant)
Date: June 27, 1994 By: /s/Bert W. Wasserman
Bert W. Wasserman
Executive Vice President
and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Page
Number Description Number
- - -----------------------------------------------------------------------
3.(i)(a) Restated Certificate of Incorporation of the *
Registrant as filed with the Secretary of State
of the State of Delaware on May 26, 1993 (which
is incorporated herein by reference to Exhibit
3 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1993 (the
"June 1993 Form 10-Q").
3.(i)(b) Certificate of Ownership and Merger merging
TWE Holdings Inc. into Time Warner Inc. as
filed with the Secretary of State of the State
of Delaware on September 24, 1993.
3.(1)(c) Certificate of the Voting Powers, Designations,
Preferences and Relative Participating, Optional
and Other Rights and Qualifications of Series A
Participating Cumulative Preferred Stock of the
Registrant as filed with the Secretary of State
of the State of Delaware on January 26, 1994.
3.(ii) By-laws of the Registrant, as amended through *
March 18, 1993 (which is incorporated herein by
reference to Exhibit 3.3 to the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1992 (the "Registrant's 1992
Form 10-K")).
4.1 Specimen Certificate of the Registrant's Common *
Stock (which is incorporated herein by reference
to Exhibit 4.1 to the Registrant's Annual Report
on Form 10-K for the year ended December 31,
1991 (the "Registrant's 1991 Form 10-K")).
4.2 Specimen Certificate of Series B 6.4% Preferred *
Stock of the Registrant (which is incorporated
herein by reference to Exhibit 3.2 to the
Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1990).
4.3 Indenture dated as of March 15, 1993 between *
the Registrant and Chemical Bank, as Trustee,
relating to the 8 3/4% Convertible Subordinated
Debentures due 2015 of the Registrant (which
is incorporated herein by reference to Exhibit
4.4 to the Registrant's 1992 Form 10-K).
4.4 Specimen Certificate of the Registrant's *
8 3/4% Convertible Subordinated Debentures
due 2015 (which is incorporated herein by
reference to Exhibit 4.5 to the Registrant's
1992 Form 10-K).
4.5 Rights Agreement dated as of January 20, 1994 *
between the Registrant and Chemical Bank, as
Rights Agent (which is incorporated herein by
reference to Exhibit 4(a) to the Registrant's
Current Report on Form 8-K dated January 20,
1994).
4.6 Indenture dated as of April 30, 1992, as *
amended by the First Supplemental Indenture,
dated as of June 30, 1992, among Time Warner
Entertainment Company, L.P. ("TWE"), the
Registrant, certain of its subsidiaries party
thereto and The Bank of New York, as Trustee
(which is incorporated herein by reference
to Exhibits 10(g) and 10(h) to the Registrant's
Current Report on Form 8-K dated July 14, 1992).
4.7 Second Supplemental Indenture, dated as of *
December 9, 1992, among TWE, the Registrant,
certain of its subsidiaries party thereto and
The Bank of New York, as Trustee (which is
incorporated herein by reference to Exhibit
4.2 to Amendment No. 1 to the Registration
Statement on Form S-4 Reg. No. 33-67688 of
TWE filed with the Commission on October 25,
1993 (the "1993 TWE S-4")).
4.8 Third Supplemental Indenture, dated as of *
October 12, 1993, among TWE, the Registrant,
certain of its subsidiaries party thereto and
The Bank of New York, as Trustee (which is
incorporated herein by reference to Exhibit
4.3 to the 1993 TWE S-4).
4.9 Fourth Supplemental Indenture, dated as of *
March 29, 1994, among TWE, the Registrant,
certain of its subsidiaries party thereto
and The Bank of New York, as Trustee
(which is incorporated herein by reference
to Exhibit 4.4 to TWE's Annual Report on
Form 10-K for the year ended December 31,
1993 (the "TWE's 1993 Form 10-K")).
4.10 Indenture, dated as of October 15, 1985, *
between the Registrant and Marine Midland
Bank, N.A., as successor Trustee (which is
incorporated herein by reference to Exhibit
4(a) to the Registrant's Registration
Statement on Form S-3 Reg. No. 33-724
filed with the Commission on October 8, 1985).
4.11 Indenture dated as of October 15, 1992, *
as amended by the First Supplemental
Indenture dated as of December 15, 1992,
as supplemented by the Second Supplemental
Indenture dated as of January 15, 1993,
between the Registrant and Chemical Bank,
as Trustee (which is incorporated herein
by reference to Exhibit 4.10 to the
Registrant's 1992 Form 10-K).
4.12 Indenture dated as of January 15, 1993, *
between the Registrant and Chemical Bank,
as Trustee (which is incorporated herein by
reference to Exhibit 4.11 to the Registrant's
1992 Form 10-K).
4.13 First Supplemental Indenture dated as of *
June 15, 1993, between the Registrant and
Chemical Bank, as Trustee, to the Indenture
dated as of January 15, 1993 between the
Registrant and Chemical Bank, as Trustee,
including as Exhibit A the Form of Liquid
Yield Option Note due 2013 (which is
incorporated herein by reference to Exhibit 4
to the Registrant's June 1993 Form 10-Q).
10.1 Time Warner 1981 Stock Option Plan, as *
amended through May 14, 1991 (which is
incorporated herein by reference to Exhibit
10.1 to the Registrant's 1991 Form 10-K).
10.2 Time Warner 1986 Stock Option Plan, as *
amended through May 14, 1991 (which is
incorporated herein by reference to
Exhibit 10.2 to the Registrant's 1991
Form 10-K).
10.3 1988 Stock Incentive Plan of Time Warner *
Inc., as amended through May 14, 1991
(which is incorporated herein by reference
to Exhibit 10.3 to the Registrant's 1991
Form 10-K).
10.4 Time Warner 1989 Stock Incentive Plan, as *
amended through May 14, 1991 (which is
incorporated herein by reference to Exhibit
10.4 to the Registrant's 1991 Form
10-K).
10.5 Time Warner 1989 WCI Replacement Stock Option *
Plan, as amended through May 14, 1991 (which
is incorporated herein by reference to Exhibit
10.5 to the Registrant's 1991 Form 10-K).
10.6 Time Warner 1989 Lorimar Non-Employee *
Replacement Stock Option Plan, as amended
through May 14, 1991 (which is incorporated
herein by reference to Exhibit 10.6 to the
Registrant's 1991 Form 10-K).
10.7 Time Warner 1987 Restricted Stock Plan, *
as amended through May 14, 1991 which is
incorporated herein by reference to Exhibit
10.7 to the Registrant's 1991 Form 10-K).
10.8 Time Warner 1988 Restricted Stock Plan for
Non-Employee Directors, as amended through
November 18, 1993.
10.9 Deferred Compensation Plan for Directors of
Time Warner, as amended through November 18,
1993.
10.10 Time Warner Retirement Plan for Outside *
Directors, as amended through September
21, 1989 (which is incorporated herein
by reference to Exhibit 10.10 to the
Registrant's 1991 Form 10-K).
10.11 Amended and Restated Employment and Termination *
Agreement dated as of March 3, 1989, as amended
and restated as of January 10, 1990, between the
Registrant and J. Richard Munro (which is
incorporated herein by reference to Exhibit
10.26 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1989
(the "Registrant's 1989 Form 10-K")).
10.12 Amended and Restated Employment Agreement *
dated as of November 15, 1990, between the
Registrant and Gerald M. Levin (which is
incorporated reference to Exhibit 10.26 to
the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1990 (the
"Registrant's 1990 Form 10-K")).
10.13 Amended and Restated Employment Agreement *
made as of August 23, 1989, as amended on
July 21, 1993, between WCI and the Registrant,
on the one hand, and Bert W. Wasserman, on
the other hand (which is incorporated herein
by reference to Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1993).
10.14 Employment Agreement made as of September 19, 1990, *
between the Registrant and Peter R. Haje (which is
incorporated herein by reference to Exhibit 10.29
to the Registrant's 1990 Form 10-K).
10.15 Employment Agreement effective as of January 1,
1994, between the Registrant and David R. Haas.
10.16 Employment Agreement effective as of January 1,
1994, between the Registrant and Tod R. Hullin.
10.17 Employment Agreement dated as of January 1, 1994,
between the Registrant and Philip R. Lochner, Jr.
10.18 Employment Agreement dated as July 1, 1992, between *
the Registrant and Geoffrey W. Holmes (which is
incorporated herein by reference to Exhibit 10 to
the Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1992).
10.19 Employment Agreement dated as of February 1, 1992, *
between the Registrant and Timothy A. Boggs
(which is incorporated herein by reference to
Exhibit 10.2 to the Registrant's 1992 Form 10-K).
10.20 Travel and Accident Insurance Policy issued *
by INA Life Insurance Company of New York
(which is incorporated herein by reference to
Exhibit 10.44 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1988).
10.21 Amended and Restated Credit Agreement, dated as *
of June 23, 1992, among TWE, Bankers Trust Company
and Chemical Bank, as Managing Agents, the Co-Agents
and Agents named therein and the banks named therein
(which is incorporated herein by reference to
Exhibit 10(f) to the Registrant's Current Report
on Form 8-K dated July 14, 1992 (the "July Form 8-K")).
10.22 Amendment No. 1 to the Amended and Restated *
Credit Agreement, dated as of June 23, 1992,
among TWE, Bankers Trust Company and Chemical
Bank, as Managing Agents, the Co-Agents and
Agents named therein and the banks named t
herein (which is incorporated herein by reference
to Exhibit 10.24 to the Registration Statement
on Form S-4 Reg. No. 33-61338 of Six Flags
Entertainment Corporation filed with the
Commission on April 20, 1993).
10.23 Amendment No. 2 to the Amended and Restated *
Credit Agreement, dated as of June 23, 1992,
among TWE, Bankers Trust Company and Chemical
Bank, as Managing Agents, the Co-Agents and
Agents named therein and the banks named therein
(which is incorporated herein by reference to
Exhibit 10.3 to the 1993 TWE S-4).
10.24 Amendment No. 3 to the Amended and Restated *
Credit Agreement, dated as of June 23, 1992,
among TWE, Bankers Trust Company and Chemical
Bank, as Managing Agents, the Agents and Co-Agents
named therein and the banks named therein
(which is incorporated herein by reference to
Exhibit 10.4 to the 1993 TWE S-4).
10.25 Amendment No. 4 to the Amended and Restated *
Credit Agreement, dated as of June 23, 1992,
among TWE, Bankers Trus Chemical Bank, as Managing
Agents, the Agents and the Co-Agents named therein
and the banks named therein (which is incorporated
herein by reference to Exhibit 10.5 to TWE's
1993 Form 10-K).
10.26 Agreement of Limited Partnership, dated as of *
October 29, 1992, as amended by the Letter
Agreement, dated February 11, 1992, and the Letter
Agreement dated June 23, 1992, among Time Warner
and certain of its subsidiaries, ITOCHU Corporation
and Toshiba Corporation (which is incorporated
herein by reference to Exhibit (A) to the Registrant's
Current Report on Form 8-K dated October 29, 1991
and Exhibits 10(b) and 10(c) to the Registrant's
Current Report on Form 8-K dated July 14, 1992).
10.27 Admission Agreement, dated as of May 16, 1993, *
between TWE and U S WEST, Inc. (which is incorporated
herein by reference to Exhibit 10(a) to TWE's
Current Report on Form 8-K dated May 16, 1993).
10.28 Amendment Agreement, dated as of September 14, 1993, *
amending the TWE Partnership Agreement, as
amended (which is incorporated herein by reference
to Exhibit 3.2 to TWE's 1993 Form 10-K).
10.29 Letter Agreement, dated May 16, 1993, between *
Time Warner and ITOCHU Corporation (which is
incorporated herein by reference to Exhibit 10(b)
to TWE's Current Report on Form 8-K dated
May 16, 1993).
10.30 Letter Agreement, dated May 16, 1993, between *
Time Warner and Toshiba Corporation (which is
incorporated herein by reference to Exhibit 10(c)
to TWE's Current Report on Form 8-K dated
May 16, 1993).
10.31 Option Agreement, dated as of September 15, 1993, *
between TWE and U S WEST, Inc. (which is incorporated
herein by reference to Exhibit 10.9 to TWE's 1993
Form 10-K).
10.32 Promissory Note of U S WEST Cable Corporation, *
dated September 15, 1993 (which is incorporated
herein by reference to Exhibit 10.10 to TWE's
1993 Form 10-K).
10.33 Guarantee, dated as of September 15, 1993, *
by U S WEST, Inc. of the Promissory Note of
U S WEST Cable Corporation, dated September
15, 1993 (which is incorporated herein by
reference to Exhibit 10.11 to TWE's 1993
Form 10-K).
21 Subsidiaries of the Registrant.
23.1 Consent of Ernst & Young, Independent Auditors.
23.2 Consent of Price Waterhouse, Independent Accountants.
24 Powers of Attorney, dated as of March 30, 1994.
99.1 The 1993 financial statements and financial
statement schedules of Paragon Communications
and the report of independent accountants thereon.
99.2 Annual Report on Form 11-K of the Time Warner
Thrift Plan for the year ended December 31, 1993.
99.3 Annual Report on Form 11-K of the Time Warner
Employees' Savings Plan for the year ended
December 30, 1993.
99.4 Annual Report on Form 11-K of the Time Warner
Cable Employees Savings Plan for the year ended
December 31, 1993.
99.5 Annual Report on Form 11-K of the Paragon
Communications Employees Stock Savings Plan for
the year ended December 31, 1993.
- - ------
* Incorporated by reference.
The Registrant hereby agrees to furnish to the Securities and Exchange
Commission at its request copies of long-term debt instruments defining the
rights of holders of the Registrant's outstanding long-term debt that are
not required to be filed herewith.
Exhibit 99.2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993.
Commission File Number 1-8637.
TIME WARNER THRIFT PLAN
(Full Title of the Plan)
TIME WARNER INC.
75 Rockefeller Plaza
New York, NY 10019
(Name of issuer of securities held pursuant to the plan
and address of its principal executive office)
<PAGE>
The financial statements and schedules have been filed in
paper format under cover of Form SE as permitted by General
Instruction E to Form 11-K
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the plan's administrators have duly caused this annual report
to be signed on its behalf by the undersigned hereunto duly
authorized.
TIME WARNER THRIFT PLAN
Date: June 27, 1994 By: /s/Carolyn K. McCandless
Carolyn K. McCandless
Member of the
Administrative Committee
Exhibit 99.3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 30, 1993.
Commission File Number 1-8637.
TIME WARNER EMPLOYEES' SAVINGS PLAN
(Full Title of the Plan)
TIME WARNER INC.
75 Rockefeller Plaza
New York, NY 10019
(Name of issuer of securities held pursuant to the plan
and address of its principal executive office)
<PAGE>
The financial statements and schedules have been filed in
paper format under cover of Form SE as permitted by General
Instruction E to Form 11-K
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the plan's administrators have duly caused this annual report
to be signed on its behalf by the undersigned hereunto duly
authorized.
TIME WARNER EMPLOYEES'
SAVINGS PLAN
Date: June 27, 1994 By: /s/Carolyn K. McCandless
Carolyn K. McCandless
Member of the
Administrative Committee
Exhibit 99.4
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission File Number 1-8637.
TIME WARNER CABLE
EMPLOYEES SAVINGS PLAN
300 First Stamford Place
Stamford, CT 06902-6732
(Full title and address of the plan)
TIME WARNER INC.
75 Rockefeller Plaza
New York, NY 10019
(Name of issuer of securities held pursuant to the plan
and address of its principal executive offices)
<PAGE>
The financial statements and schedules have been filed in
paper format under cover of Form SE as permitted by General
Instruction E to Form 11-K
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Plan administrators have duly
caused this annual report to be signed by the undersigned thereunto
duly authorized.
TIME WARNER CABLE
EMPLOYEES SAVINGS PLAN
Date: June 24, 1994 By: /s/Tommy J. Harris
Tommy J. Harris
Chief Financial Officer
Exhibit 99.5
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission File Number 1-8637.
PARAGON COMMUNICATIONS
EMPLOYEES STOCK SAVINGS PLAN
300 First Stamford Place
Stamford, CT 06902-6732
(Full title and address of the plan)
HOUSTON INDUSTRIES INCORPORATED
5 Post Oak Park
4400 Post Oak Parkway
Houston, TX 77027
(Name of issuer of securities held pursuant to the plan
and address of issuer's principal executive offices)
TIME WARNER INC.
75 Rockefeller Plaza
New York, NY 10019
(Name of issuer of securities held pursuant to the plan
and address of its principal executive offices)
<PAGE>
The financial statements and schedules have been filed in
paper format under cover of Form SE as permitted by General
Instruction E to Form 11-K
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Plan administrators have duly
caused this annual report to be signed by the undersigned thereunto
duly authorized.
PARAGON COMMUNICATIONS
EMPLOYEES STOCK SAVINGS PLAN
Date: June 27, 1994 By: /s/Kay E. Markman
Kay E. Markman
Plan Administrator
