As filed with the Securities and Exchange Commission on April 22, 1994
Registration No. 33-
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 13-1388520
(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 INC. 1994 STOCK OPTION PLAN
(Full title of the Plan)
Peter R. Haje, 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)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered (1) Share (2) Price (2) Fee
Common Stock,
par value $1.00
per share (3) 5,675,170 $37.89(2) $215,065,508 $74,161.04
(1) This Registration Statement also relates to an indeterminate number
of additional shares of Common Stock issuable pursuant to anti-dilution
and adjustment provisions of the above referenced plan.
(2) Calculated pursuant to Rule 457(c) and (h), based on the price at which
outstanding options to purchase shares of the Registrant's Common Stock
registered hereby are exercisable and on the average of the high and low
prices of the Common Stock as reported on the New York Stock Exchange
Composite Tape for April 19, 1994, on which day such average was $37.00,
for the remainder of the shares registered hereby.
(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 the certificates for the
Common Stock and will be transferred along with and only with the Common
Stock.<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission (the "Commission") by the Registrant (File No.
1-8637) pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") 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, 1993;
2. The Registrant's Current Report on Form 8-K
dated January 20, 1994;
3. The description of the Registrant's Common Stock
contained in Item 4 of its Registration Statement
on Form 8-B filed with the Commission on December
8, 1983 pursuant to Section 12(b) of the Exchange
Act, as amended from time to time; and
4. The description of the Registrant's Rights to
purchase Series A Participating Cumulative
Preferred Stock, par value $1.00 per share,
contained in Item 1 of its Registration Statement
on Form 8-A filed with the Commission on
January 21, 1994 pursuant to Section 12(b) of the
Exchange Act.
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 the
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.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements of the Registrant
and its subsidiaries for the year ended December 31, 1993, included
in the Registrant's Annual Report on Form 10-K have been audited by
Ernst & Young, independent auditors, as set forth in their report
thereon included therein and incorporated herein and in the
Prospectus related hereto by reference. Such consolidated
financial statements are incorporated herein and in the Prospectus
related hereto by reference in reliance upon such report given upon
the authority of such firm as experts in accounting and auditing.
Legal matters in connection with the Common Stock
offered hereby has been passed upon for the Registrant by Thomas W.
McEnerney, Vice President and Associate General Counsel of the
Registrant, 75 Rockefeller Plaza, New York, New York 10019. Mr.
McEnerney beneficially owns less than .1% of the Common Stock of
the Registrant.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law
(the "DGCL") provides that a corporation may indemnify its
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.
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 1993;
(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; and
(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 or Form
S-8, and 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 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 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
indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 April 22, 1994.
TIME WARNER INC.
By: /s/Bert W. Wasserman
Name: Bert W. Wasserman
Title: Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons on April 22, 1994 in the capacities indicated.
Signature Title
(i) Principal Executive Officer:
*
(Gerald M. Levin) Director, Chairman of the Board,
President and Chief Executive Officer
(ii) Principal Financial Officer:
/s/ Bert W. Wasserman
(Bert W. Wasserman) Executive Vice President
and Chief Financial Officer
(iii) Principal Accounting Officer:
/s/ David R. Haas
(David R. Haas) Senior Vice President and
Controller
(iv) Directors:
*
(Merv Adelson)
*
(Lawrence B. Buttenwieser)
*
(Hugh F. Culverhouse)
*
(Edward S. Finkelstein)
*
(Beverly Sills Greenough)
*
(Carla Hills)
*
(David T. Kearns)
*
(Henry Luce III)
*
(Reuben Mark)
*
(J. Richard Munro)
*
(Richard D. Parsons)
*
(Donald S. Perkins)
*
(Raymond S. Troubh)
*
(Francis T. Vincent, Jr.)
Constituting a majority of the
Board of Directors
*By: /s/ Bert W. Wasserman
(Bert W. Wasserman)
(Attorney-in-Fact)
*Pursuant to Powers of Attorney
dated as of April 11, 1994
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
4.1 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
(File No. 1-8637) (the "Second Quarter 1993 Form 10-Q")). *
4.2 Specimen certificate of Common Stock, par value $1.00 per
share, of the Registrant (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 (File
No. 1-8637)). *
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 Annual Report on Form 10-K for the year ended
December 31, 1992 (File No. 1-8637) (the "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 1992 Form 10-K). *
4.5 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 Second Quarter
1993 Form 10-Q). *
4.6 By-laws of the Registrant, as amended through March 18, 1993
(which is incorporated herein by reference to Exhibit 3.4
to the Registrant's 1992 Form 10-K). *
4.7 Certificate of the Voting Powers, Designations, Preferences and
Relative Participating, Optional and Other Rights and Qualifi-
cations of Series A Participating Cumulative Preferred Stock of
the Registrant as filed with the Secretary of State of the Sate
of Delaware on January 26, 1994 (which is incorporated herein by
reference to Exhibit 3.(i)(c) to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1993 (File
No. 1-8637)). *
4.8 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). *
5. Opinion of Thomas W. McEnerney, Esq. regarding the legality
of the securities being registered.
23.1 Consent of Ernst & Young, independent auditors.
23.2 Consent of Thomas W. McEnerney, Esq. (included in Exhibit 5).
24.1 Powers of Attorney dated as of April 11, 1994.
* 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 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 (Form S-8) and the related Prospectus
pertaining to the Time Warner Inc. 1994 Stock Option Plan for
the registration of 5,675,170 shares of its common stock and
to the incorporation by reference therein of our report dated
February 4, 1994, with respect to the consolidated financial
statements and schedules of Time Warner Inc. included in its
Annual Report (Form 10-K) for the year ended December 31,
1993, filed with the Securities and Exchange Commission.
ERNST & YOUNG
New York, New York
April 21, 1994
EXHIBIT 5
April 21, 1994
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 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"), and
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 5,675,170 shares of Common Stock, par value
$1.00 per share, and associated Rights to Purchase Series A
Participating Cumulative Preferred Stock, par value $1.00 per
share (collectively referred to as the "Common Stock"), of
the Company issuable pursuant to the terms of the Time Warner
Inc. 1994 Stock Option Plan (the "Plan") and an indeterminate
number of additional shares of Common Stock issuable pursuant
to 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 purposes of this opinion,
including (a) the Certificate of Incorporation and By-laws of
the Company, (b) the Plan, (c) resolution adopted by the
Board of Directors of the Company and (d) the Registration
Statement.
Based upon the foregoing, I am of the opinion that the
shares of Common Stock issuable pursuant to the terms of the
Plan have been duly authorized and, when sold pursuant to the
terms of the Plan, will be duly and validly issued, fully
paid and non-assessable.
I hereby consent to the filing of this opinion as
Exhibit 5 to the Registration Statement.
Very truly yours,
Thomas W. McEnerney
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned
officers and directors of TIME WARNER INC., a Delaware
corporation (the "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 or any other
appropriate form for the registration under said Act of shares of
Common Stock ($1.00 par value per share), and associated rights
to purchase Series A Participating Cumulative Preferred Stock, in
connection with the Time Warner Inc. 1994 Stock Option Plan,
hereby constitutes and appoints DAVID R. HAAS, PETER R. HAJE, TOD
R. HULLIN, GERALD M. LEVIN, PHILIP R. LOCHNER, JR. AND BERT W.
WASSERMAN 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
and any and all amendments and post-effective amendments thereto,
with power where appropriate to affix the corporate seal of the
Corporation thereto and to attest said seal, and to file any such
Registration Statement and any such amendment and post-effective
amendment, with all exhibits thereto, and any and all other
documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and
perform any and all acts and things requisite and necessary to be
done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set
his or her name as of the 11th day of April, 1994.
(i) Principal Executive Officer:
/s/ Gerald M. Levin
Gerald M. Levin, Director
Chairman of the Board, President
and Chief Executive Officer
(ii) Principal Financial Officer:
/s/ Bert W. Wasserman
Bert W. Wasserman, Executive Vice
President and Chief Financial Officer
(iii) Principal Accounting Officer:
/s/ David R. Hass
David R. Haas, Senior Vice
President and Controller
(iv) Directors:
/s/ Merv Adelson /s/ Henry Luce III
Merv Adelson Henry Luce III
/s/ Lawrence B. Buttenwieser /s/ Reuben Mark
Lawrence B. Buttenwieser Reuben Mark
/s/ Hugh F. Culverhouse /s/ J. Richard Munro
Hugh F. Culverhouse J. Richard Munro
/s/ Edward S. Finkelstein /s/ Richard D. Parsons
Edward S. Finkelstein Richard D. Parsons
/s/ Beverly Sills Greenough /s/ Donald S. Perkins
Beverly Sills Greenough Donald S. Perkins
/s/ Carla A. Hills /s/ Raymond S. Troubh
Carla A. Hills Raymond S. Troubh
/s/ David T. Kearns /s/ Francis T. Vincent, Jr.
David T. Kearns Francis T. Vincent, Jr.
