As filed with the Securities and Exchange Commission on November 21, 1995
Registration No. 33-61579
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
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 13-1388520
incorporation or organization) (I.R.S. Employer Identification No.)
75 Rockefeller Plaza
New York, N.Y. 10019
(212) 484-8000
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Peter R. Haje
Executive Vice President, Secretary and General Counsel
Time Warner Inc.
75 Rockefeller Plaza
New York, N.Y. 10019
(212) 484-8000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
William P. Rogers, Jr., Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, N.Y. 10019-7415
(212) 474-1270
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of the registration
statement.
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, 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. [x]
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 the Securities Act of
1933 or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 21, 1995
Prospectus
TIME WARNER INC.
Common Stock, par value $1.00 per share
This Prospectus relates to 8,349,732 shares of common stock,
par value $1.00 per share, and associated rights to purchase Series A
Participating Cumulative Preferred Stock (collectively referred to
herein as the "Common Stock"), of Time Warner Inc., a Delaware
corporation (the "Company"), issued, or issuable upon conversion or
exchange of shares of Series C Convertible Preferred Stock (the
"Series C Preferred Stock") issued, in connection with the acquisition
of Summit Communications Group, Inc. by the Company (the
"Acquisition"), which shares of Common Stock are being offered for
sale from time to time pursuant to this Prospectus for the account of
the persons or entities to whom such shares of Common Stock or Series
C Preferred Stock have been issued in connection with the Acquisition
and to certain transferees thereof (the "Selling Shareholders"). This
Prospectus also relates to such indeterminate number of additional
shares of Common Stock as may be issued to the Selling Shareholders
pursuant to the anti-dilution provisions of the Series C Preferred
Stock or certain adjustment provisions contained in the Merger
Agreement described herein.
The Common Stock of the Company is listed on the New York
Stock Exchange ("NYSE") and the Pacific Stock Exchange ("PSE"). On
November 17, 1995, the last sale price on the NYSE for one share of
Common Stock of the Company was $39.75.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
--------------------
The Common Stock may be offered for sale from time to time
by the Selling Shareholders to or through underwriters or directly to
other purchasers or through agents or brokers in one or more
transactions on the NYSE, PSE or any other securities exchange on
which the Common Stock is traded, in the over-the-counter market, in
one or more private transactions or in a combination of such methods
of sale, at prices and on terms then prevailing, at prices related to
such prices or at negotiated prices. The price at which any of the
shares of Common Stock may be sold, and the commissions, if any, paid
in connection with any such sale, are unknown and may vary from
transaction to transaction. See "Plan of Distribution". It is
understood that the Securities and Exchange Commission (the
"Commission") may take the view that, under certain circumstances,
persons effecting resales of Common Stock purchased and dealers or
brokers handling such transactions may be deemed (such persons not so
conceding) to be "underwriters" within the meaning of the Securities
Act of 1933, and the rules and regulations promulgated thereunder (the
"Securities Act"), with respect to such sales.
--------------------
The date of this Prospectus is , 1995.
<PAGE>
No person has been authorized to give any information or to
make any representations not contained in this Prospectus in
connection with the offer made by this Prospectus and, if given or
made, such information or representations must not be relied upon as
having been authorized by the Company or by any underwriter, dealer or
agent. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the Common Stock offered hereby
in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any
securities other than those to which it relates. Neither the delivery
of this Prospectus nor any sale of or offer to sell the Common Stock
offered hereby shall, under any circumstances, create an implication
that there has been no change in the affairs of the Company since the
date hereof or that the information herein is correct as of any time
subsequent to its date.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information
filed by the Company with the Commission pursuant to the informational
requirements of the Exchange Act can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the following Regional Offices of the Commission: New York Regional
Office, 7 World Trade Center, 13th Floor, New York, New York 10048 and
Chicago Regional Office, Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material
can also be obtained upon written request addressed to the Securities
and Exchange Commission, Public Reference Section, Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such
reports, proxy statements and other information can also be inspected
at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005, and at the offices of the Pacific Stock
Exchange, 301 Pine Street, San Francisco, California 94104, on which
the Common Stock is listed.
This Prospectus forms a part of a registration statement on
Form S-3 (referred to herein, including all amendments and exhibits,
as the "Registration Statement") which the Company has filed under the
Securities Act with respect to the Common Stock. This Prospectus does
not contain all the information otherwise set forth in the
Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For
further information, reference is made to the Registration Statement
and the exhibits filed as part thereof. The Registration Statement may
be inspected at the public reference facilities maintained by the
Commission at the addresses set forth in the preceding paragraph.
Statements contained herein concerning any document filed as an
exhibit are not necessarily complete and, in each instance, reference
is made to the copy of such document filed as an exhibit to the
Registration Statement. Each such statement is qualified in its
entirety by such reference.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus incorporates documents by reference which
are not presented herein or delivered herewith. These documents (other
than exhibits to such documents unless such exhibits are specifically
incorporated by reference) are available to any person to whom this
Prospectus is delivered, on written or oral request, without charge.
Requests should be directed to Time Warner Inc., 75 Rockefeller Plaza,
New York, New York 10019, Attention: Shareholder Relations (telephone
number (212) 484-6971).
The following documents filed with the Commission by the
Company (File No. 1-8637) pursuant to the Exchange Act are
incorporated by reference in this Prospectus:
(1) Annual Report on Form 10-K for the year ended December
31, 1994, as amended by Amendment No. 1 thereto dated June 28,
1995 (the "Time Warner Annual Report");
(2) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995, and September 30, 1995;
(3) Current Reports on Form 8-K dated January 26, 1995,
February 6, 1995, April 1, 1995, May 30, 1995, June 15, 1995,
July 6, 1995, August 14, 1995, August 31, 1995, September 22,
1995, and November 14, 1995;
(4) The description of the Common Stock contained in Item 4
of the Company's 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 by amendments on Form 8 dated
January 24, 1984, August 1, 1984, and August 22, 1986 (the
"Description of the Common Stock"); and
(5) The description of the Rights to Purchase Series A
Participating Cumulative Preferred Stock contained in Item 1
("Description of Securities to be Registered") of the Company's
registration statement on Form 8-A and the exhibits attached
thereto filed with the Commission on January 24, 1994 (the
"Rights Plan").
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
termination of the offering of the Common Stock offered hereby shall
be deemed to be incorporated by reference into this Prospectus.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document
that 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 Prospectus.
<PAGE>
THE COMPANY
The Company is the largest media and entertainment company
in the world. Its businesses are conducted in five principal areas:
Publishing, Music, Filmed Entertainment, Programming-HBO and Cable.
Publishing consists principally of the publication and distribution of
magazines and books; Music consists principally of the production and
distribution of recorded music and the ownership and administration of
music copyrights; Filmed Entertainment consists principally of the
production and distribution of motion pictures and television
programming, the distribution of video cassettes and the ownership and
operation of retail stores and theme parks; Programming-HBO consists
principally of the production and distribution of pay television and
cable programming; and Cable consists principally of the operation of
cable television systems.
The Company was incorporated in the State of Delaware in
August 1983 and is the successor to a New York corporation that was
originally organized in 1922. The Company changed its name from Time
Incorporated to Time Warner Inc. following its acquisition of 59.3% of
the Common Stock of Warner Communications Inc. ("WCI") in July 1989.
WCI became a wholly owned subsidiary of the Company in January 1990
upon the completion of the merger of WCI and a subsidiary of the
Company.
Time Warner Entertainment Company, L.P. ("TWE") was formed
as a Delaware limited partnership in 1992 to own and operate
substantially all of the Filmed Entertainment, Programming-HBO and
Cable businesses owned and operated by the Company prior to such date.
The Company and certain of its wholly owned subsidiaries (the "Time
Warner General Partners") collectively own 74.49% of the pro rata
priority capital and residual equity interests in TWE and a wholly
owned subsidiary of U S WEST, Inc. owns pro rata priority capital and
residual equity interests in TWE of 25.51%. In addition, the Time
Warner General Partners own directly or indirectly priority capital
interests senior and junior to the pro rata priority capital
interests.
The Company has agreed to acquire Turner Broadcasting
System, Inc. ("TBS") and enter into certain related transactions (the
"TBS Transaction"). The TBS Transaction is described in the Company's
Current Report on Form 8-K dated November 14, 1995.
The Company's principal executive offices are located at 75
Rockefeller Plaza, New York, New York 10019, and its telephone number
is (212) 484-8000.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the
sale from time to time of the Common Stock offered hereby. All
proceeds from the sale of the Common Stock offered hereby will be for
the account of the Selling Shareholders, as described below. See
"Selling Shareholders" and "Plan of Distribution".
<PAGE>
DESCRIPTION OF THE COMMON STOCK
The following general summary of the Common Stock is
qualified in its entirety by reference to the Company's Restated
Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), which is an exhibit to the Registration Statement of
which this Prospectus is a part.
The Company is authorized by the Certificate of
Incorporation to issue 750,000,000 shares of Common Stock and
250,000,000 shares of preferred stock, par value $1.00 per share. On
September 30, 1995, 387,404,816 shares of Common Stock (excluding
approximately 45.7 million shares of Common Stock held as treasury
shares by the Company, as to which approximately 43.7 million were
held by wholly owned subsidiaries of the Company) were issued and
outstanding and approximately 148 million shares were reserved for
issuance upon exercise of outstanding stock options and warrants and
conversion of outstanding convertible securities. As of
October 2, 1995, 464,638 shares of the Company's Series B Preferred
Stock, 3,264,508 shares of Series C Preferred Stock, 11,000,000 shares
of Series D Preferred Stock, 6,200,000 shares of Series G Preferred
Stock, 1,800,000 shares of Series H Preferred Stock and 7,000,000
shares of Series I Preferred Stock were issued and outstanding. Upon
consummation of the pending acquisition by the Company of Cablevision
Industries Corporation and certain affiliated entities, the Company
will have outstanding approximately 2.5 million additional shares of
Common Stock and approximately 3.25 million shares of Series E
Preferred Stock and 3.25 million shares of Series F Preferred Stock.
The Series C, D, E, F, G, H and I Preferred Stock are or will be, as
the case may be, convertible in the aggregate into approximately 74.5
million shares of Common Stock. Each such series of Preferred Stock
has a liquidation value of $100 per share and will receive, for a
period of five years with respect to the Series C and E Preferred
Stock and for a period of four years with respect to the Series D, F,
G, H and I Preferred Stock, an annual dividend per share equal to the
greater of $3.75 and an amount equal to the dividends paid on the
Common Stock into which such share of Preferred Stock may be
converted. The Series C, D, E, F, G and I Preferred Stock are or will
be, as the case may be, entitled to vote with the Common Stock on
matters submitted to a vote of stockholders and will have two votes
per share in any such matter. For a discussion of the Series C, D, E,
F, G, H and I Preferred Stock, reference is made to the Company's
Current Report on Form 8-K dated November 14, 1995. Upon the
consummation of the TBS Transaction, the Company or a newly formed
holding company would issue an additional 171.3 million shares of
Common Stock and approximately 13 million stock options (plus
additional shares of equity securities economically equivalent to 5
million shares of Common Stock). A portion of the Common Stock issued
in the TBS Transaction will be exchanged for other equity securities
of the Company or such newly formed holding company that are
economically equivalent to Common Stock. Additional information on the
TBS Transaction is set forth in the Company's Current Report on Form
8-K dated November 14, 1995.
The holders of the Common Stock are entitled to receive
dividends when, as and if declared by the Board of Directors of the
Company out of funds legally available therefore, subject to the
rights of any preferred stock at the time outstanding.
The holders of the Common Stock are entitled to one vote for
each share on all matters voted on by stockholders, including
elections of directors. The holders of the Common Stock
<PAGE>
do not have any cumulative voting, conversion, redemption or
preemptive rights. In the event of dissolution, liquidation or winding
up of the Company, holders of the Common Stock will be entitled to
share ratably in any assets remaining after the satisfaction in full
of the prior rights of creditors, including holders of the Company's
indebtedness, and the aggregate liquidation preference of any
preferred stock then outstanding.
Pursuant to the Company's Certificate of Incorporation,
provided that full dividends on all outstanding shares of any series
of the Company's preferred stock have been paid, outstanding shares of
Common Stock may be redeemed by action of the Company's Board of
Directors to the extent necessary to prevent the loss of any
governmental license or franchise, the holding of which is conditioned
upon stockholders possessing prescribed qualifications.
The Common Stock is listed on the New York Stock Exchange,
the Pacific Stock Exchange and the International Stock Exchange of the
United Kingdom and the Republic of Ireland, Ltd. Chemical Bank is the
transfer agent and registrar for the Common Stock.
Each share of Common Stock has associated with it one right
(a "Right") to purchase one one-thousandth of a share of Series A
Participating Cumulative Preferred Stock (or in certain cases other
securities) of the Company. The terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") dated as of January 20,
1994, between the Company and Chemical Bank, as Rights Agent. Prior to
the occurrence of certain events, including a determination by the
Board of Directors following the public disclosure of a tender or
exchange offer for shares of Common Stock representing 15% or more of
the outstanding shares of the Common Stock, the Rights will not be
represented by separate certificates and will be transferable with and
only with the associated Common Stock.
Pursuant to the Rights Agreement, in the event that, among
other things, a third party acquires beneficial ownership of 15% or
more of the outstanding shares of the Common Stock, each holder of
Rights will be entitled to purchase securities of the Company having a
market value equal to twice the purchase price thereof. In certain
circumstances, including an acquisition involving 50% or more of the
assets or earning power of the Company, the Rights will become
exercisable to purchase common shares of the acquiror having a market
value equal to twice the purchase price thereof. In addition, Rights
held by an Acquiring Person (as defined in the Rights Agreement) will
become null and void, nontransferable and nonexercisable.
The Rights Agreement provides that the Rights will not
become exercisable in the event of a Qualifying Offer. A "Qualifying
Offer" is defined as an all-cash tender offer for all outstanding
shares of the Common Stock that meets certain fairness requirements,
including the provision of a written opinion of a nationally
recognized investment banking firm stating that the price to be paid
to stockholders pursuant to the offer is fair from a financial point
of view.
Subject to certain limitations, the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right. The
Rights will expire on January 20, 2004, unless earlier redeemed by the
Company. Concurrent with the closing of TBS Transaction, the Company
expects to amend the Rights Agreement.
<PAGE>
The foregoing summary of certain terms of the Rights does
not purport to be complete and is subject to, and is qualified in its
entirety by reference to, the Rights Agreement, a copy of which is on
file with the Commission.
THE ACQUISITION
On May 2, 1995 (the "Closing Date"), Summit Communications
Group Inc., a Delaware corporation ("Summit"), was acquired by the
Company and became a wholly owned subsidiary of the Company (the
"Acquisition"), pursuant to the Agreement and Plan of Merger dated as
of September 12, 1994 (the "Merger Agreement"). In connection with the
Acquisition, the Company issued to Selling Shareholders 1,550,936
shares of Common Stock and 3,264,508 shares of a newly issued series
of convertible preferred stock, the Series C Preferred Stock.
In connection with the Acquisition, the Company entered into
a Registration Rights Agreement dated as of May 2, 1995 (the
"Registration Rights Agreement"), granting Selling Shareholders
certain registration rights with respect to the Common Stock (or in
certain cases other securities) issued (i) in connection with the
Acquisition, (ii) pursuant to the conversion or exchange provisions of
the Series C Preferred Stock issued in connection with the Acquisition
or the anti-dilution provisions of such Series C Preferred Stock, and
(iii) in respect of shares covered by the foregoing clauses (i) and
(ii) by way of a stock dividend, stock split, or in connection with a
merger, consolidation or otherwise. In connection with the
Acquisition, the Company, Summit and the Selling Shareholders entered
into a Stockholders' Agreement dated as of May 2, 1995 (the
"Stockholders' Agreement"), pursuant to which the Selling Shareholders
granted the Company certain call options and received from the Company
certain put options relating to the Series C Preferred Stock held by
the Selling Shareholders.
The Series C Preferred Stock issued to Selling Shareholders
has a liquidation value of $100 per share, is convertible into
6,798,796 million shares of Common Stock at a conversion price of $48
per share, receives for five years an annual dividend per share equal
to the greater of $3.75 and an amount equal to the dividends paid on
the Common Stock into which a share of Series C Preferred Stock may be
converted, and is redeemable for cash at the liquidation value plus
unpaid dividends after five years, or exchangeable for Common Stock by
the Selling Shareholder beginning after the third year and by Time
Warner after the fourth year at the stated conversion price plus a
declining premium in years four and five and no premium thereafter.
SELLING SHAREHOLDERS
The following table sets forth as of November 21, 1995 the
name of each Selling Shareholder, the nature of any position, office
or other material relationship that such Selling Shareholder has had
within the past three years with the Company or any of its affiliates,
and the number of shares of Common Stock which each such Selling
Shareholder owned as of the date of this Prospectus (assuming the
immediate conversion of all Series C Preferred Stock held by each such
Selling Stockholder). The table also sets forth the number of shares
of Common Stock owned by
<PAGE>
each Selling Shareholder (assuming the immediate conversion of all
Series C Preferred Stock held by each such Selling Stockholder) which
may be offered for sale from time to time by this Prospectus and the
number of shares of Common Stock to be held by each such Selling
Shareholder assuming the sale of all the Common Stock offered hereby.
The Company may amend or supplement this Prospectus from time to time
to update the disclosure set forth herein or to disclose the names and
relationships to the Company of additional Selling Shareholders
(including persons who may be donees or other transferees of the
Selling Shareholders named below) and the holdings of Common Stock of
such additional Selling Shareholders.
Number of Shares Number of Shares
Number of Shares of Common Stock of Common Stock
Name and of Common Stock Which May Be Owned Assuming the
Relationship to Owned as of Sold Pursuant to Sale of All of the
the Company, if any November 21, 1995 This Prospectus Shares Offered Hereby
- ------------------- ------------------ --------------- ---------------------
Trust for the 1,967,005(1) 1,967,005 0
benefit of
Gordon Gray Jr.,
Wachovia Bank
and Trust
Company, Trustee
Trust for the 1,967,005(1) 1,967,005 0
benefit of C.
Boyden Gray,
Wachovia Bank
and Trust
Company, Trustee
Trust for the 1,967,005(1) 1,967,005 0
benefit of
Burton C. Gray,
Wachovia Bank
and Trust
Company, Trustee
Trust for the 1,967,005(1) 1,967,005 0
benefit of
Bernard Gray,
Wachovia Bank
and Trust
Company, Trustee
The Nancy 481,712(2) 481,712 0
McGuire Gray
Trust U/A, Nancy
McGuire Gray,
Trustee -------------- ------------- ----------------
Total 8,349,732 8,349,732 0
- -------------
(1) The trusts for the benefit of Gordon Gray, Jr., C. Boyden Gray,
Burton C. Gray and Bernard Gray each own 365,365 shares of Common
Stock and 769,043 shares of Series C Preferred Stock, which, based on
the current conversion rate applicable to the Series C Preferred Stock
(the "Conversion Rate"), would convert into 1,601,640 shares of Common
Stock for each such holder. The number of shares indicated as being
held by each such Selling Shareholder includes 146,870 shares of
Common Stock (the "Escrowed Shares"), which are held in escrow for
each such Selling Shareholder pursuant to the Stock Escrow Agreement
entered into in connection with the Acquisition. Subject to the
satisfaction of certain indemnification obligations of each such
Selling Shareholder, such Escrowed Shares shall be delivered to the
relevant Selling Shareholders in accordance with the terms of the
Stock Escrow Agreement.
(2) The Nancy McGuire Gray Trust U/A owns 89,476 shares of Common
Stock and 188,336 shares of Series C Preferred Stock which, based on
the Conversion Rate, would convert into 392,236 shares of Common
Stock.
<PAGE>
PLAN OF DISTRIBUTION
The Common Stock covered by this Prospectus may be offered
for sale by the Selling Shareholders from time to time subject to
applicable provisions of the Registration Rights Agreement. Pursuant
to provisions of the Registration Rights Agreement, this Prospectus
shall not be available for the offer and sale of Common Stock during
the Blackout Periods and Holdback Periods which are described below.
Pursuant to provisions of the Registration Rights Agreement, the
Company is required to maintain the effectiveness of the Registration
Statement to which this Prospectus relates for a period of up to 36
calendar months.
Under the terms of the Registration Rights Agreement and
subject to certain limitations set forth therein, the Company may
determine that the Registration Statement to which this Prospectus
relates will not be usable by Selling Shareholders for reasonable
periods of time not in excess of 90 consecutive days (a "Blackout
Period"), if the Company (i) determines in good faith that the
registration and distribution of the Common Stock or the use of this
Prospectus would interfere with or require premature disclosure of any
pending financing, acquisition, corporate reorganization or other
corporate development involving the Company or any of its
subsidiaries, and (ii) promptly gives the Selling Shareholders written
notice containing a general statement of the reasons for the
postponement or restriction on use of the Registration Statement and
an approximation of the length of the anticipated delay. The
Registration Rights Agreement provides that the number of days
included in all Blackout Periods during any consecutive twelve months
may not exceed 180 days.
The Registration Rights Agreement also provides that,
subject to certain limitations set forth therein, the Company may
require Selling Shareholders to refrain for a specified period of time
from any public sale or distribution of the Common Stock covered by
this Prospectus (a "Holdback"), if the Company (i) has filed a
registration statement relating to its Common Stock or certain related
securities, and (ii) advises Selling Shareholders with reasonable
prior notice that the Company or the Company's underwriters have
determined that the public sale or distribution of the Common Stock
covered by this Prospectus would adversely affect the securities
offered by the registration statement referred to in clause (i). Under
the provisions of the Registration Rights Agreement, such Holdback
shall be in effect for a period of 10 days before and 90 days after
the effective date of the registration statement referred to in clause
(i).
The Common Stock covered by this Prospectus may be offered
for sale from time to time by the Selling Shareholders to or through
underwriters or directly to other purchasers or through agents in one
or more transactions on any exchange on which the Common Stock is
traded, in the over-the-counter market, in one or more private
transactions or in a combination of such methods of sale, at prices
and on terms then prevailing, at prices related to such prices or at
negotiated prices. Such methods of distribution may include, without
limitation: (a) a block trade in which the broker-dealer so engaged
will attempt to sell the Common Stock as agent but may position and
resell a portion of the block as a principal to facilitate the
transaction; (b) purchases by a broker-dealer as a principal and
resale by such broker-dealer for its own account pursuant to this
Prospectus; 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 a specific plan
of distribution.
<PAGE>
In connection with distributions of the Common Stock or
otherwise, the Selling Shareholders may enter into hedging
transactions with broker-dealers or other financial institutions. In
connection with such transactions, broker-dealers or other financial
institutions may engage in short sales of Common Stock in the course
of hedging the positions they assume with Selling Shareholders. The
Selling Shareholders may also sell Common Stock short and redeliver
the shares to close out such short positions. The Selling Shareholders
may also enter into options or other transactions with broker-dealers
or other financial institutions which require the delivery to such
broker-dealer or financial institution of the Common Stock offered
hereby, which Common Stock such broker-dealer or other financial
institutions may, subject to the Stockholder's Agreement, resell
pursuant to this Prospectus (as supplemented or amended to reflect
such transaction). The Selling Shareholders may also pledge the shares
registered hereunder to a broker-dealer or other financial institution
and, upon a default, such broker-dealer or other financial institution
may, subject to the Stockholders' Agreement, effect sales of the
pledged Common Stock pursuant to this Prospectus. In addition, any
Common Stock covered by this Prospectus that qualifies for sale
pursuant to Rule 144 may be sold under Rule 144 under the Securities
Act rather than pursuant to this Prospectus.
Brokers, dealers or agents may receive compensation in the
form of commissions, discounts or concessions from Selling
Shareholders in amounts to be negotiated in connection with sales
pursuant hereto. Any such remuneration will be disclosed in a
prospectus or prospectus supplement filed under the Securities Act.
Such brokers or dealers and any other participating brokers or dealers
may be deemed to be "underwriters" within the meaning of the
Securities Act, in connection with such sales and any such commission,
discount or concession may be deemed to be underwriting discounts or
commissions under the Securities Act.
Certain costs, expenses and fees in connection with the
registration of the Common Stock, including certain costs of legal
counsel for the Selling Shareholders, will be borne by the Company.
Commissions, discounts and transfer taxes, if any, attributable to the
sales of the Common Stock will be borne by the Selling Shareholders,
as may a portion of the costs of legal counsel for the Selling
Shareholders. The Selling Shareholders have agreed to indemnify the
Company or any underwriter, as the case may be, and any of their
respective affiliates, directors, officers and controlling persons,
against certain liabilities in connection with the offering of the
Common Stock pursuant to this Prospectus, including liabilities
arising under the Securities Act. In addition, the Company has agreed
to indemnify the Selling Shareholders or any underwriter, as the case
may be, and any of their respective affiliates, directors, officers
and controlling persons, against certain liabilities in connection
with the offering of the Common Stock pursuant to this Prospectus,
including liabilities arising under the Securities Act.
EXPERTS
The consolidated financial statements of the Company and TWE
appearing in the Time Warner Annual Report, and the combined financial
statements of the Time Warner Service Partnerships incorporated by
reference therein, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon set forth therein and
incorporated herein by
<PAGE>
reference. Such financial statements have been incorporated herein by
reference in reliance upon such reports given upon the authority of
such firm as experts in accounting and auditing.
The financial statements of Summit Communications Group,
Inc. as of December 31, 1993 and 1994, and for the three years ended
December 31, 1994, incorporated by reference in the Prospectus, have
been audited by Deloitte & Touche LLP, independent auditors, as set
forth in their report thereon and incorporated herein by reference.
Such financial statements are incorporated herein by reference in
reliance upon such report and upon the authority of such firm as
experts in accounting and auditing.
The financial statements of Newhouse Broadcasting Cable
Division of Newhouse Broadcasting Corporation and subsidiaries as of
July 31, 1993 and 1994, and for the three years ended July 31, 1994,
incorporated by reference in this Prospectus, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report
thereon and incorporated herein by reference. Such financial
statements are incorporated herein by reference in reliance upon such
report and upon the authority of such firm as experts in accounting
and auditing.
The financial statements of Vision Cable Division of Vision
Cable Communications, Inc. and subsidiaries as of December 31, 1993
and 1994, and for the three years ended December 31, 1994,
incorporated by reference in this Prospectus, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report
thereon and incorporated herein by reference. Such financial
statements are incorporated herein by reference in reliance upon such
report and upon the authority of such firm as experts in accounting
and auditing.
The financial statements of Cablevision Industries
Corporation as of December 31, 1993 and 1994, and for the three years
ended December 31, 1994, incorporated by reference in this Prospectus,
have been audited by Arthur Andersen LLP, independent public
accountants, as set forth in their report thereon and incorporated
herein by reference. Such financial statements are incorporated herein
by reference in reliance upon such report and upon the authority of
such firm as experts in accounting and auditing.
The financial statements of Cablevision Industries Limited
Partnership and combined entities as of December 31, 1993 and 1994,
and for the three years ended December 31, 1994, incorporated by
reference in this Prospectus, have been audited by Arthur Andersen
LLP, independent public accountants, as set forth in their report
thereon and incorporated herein by reference. Such financial
statements are incorporated herein by reference in reliance upon such
report and upon the authority of such firm as experts in accounting
and auditing.
The financial statements of KBLCOM Incorporated as of
December 31, 1993 and 1994, and for the three years ended December 31,
1994, incorporated by reference in this Prospectus, have been audited
by Deloitte & Touche LLP, independent auditors, as set forth in their
report thereon and incorporated herein by reference. Such financial
statements are incorporated herein by reference in reliance upon such
report and upon the authority of such firm as experts in accounting
and auditing.
<PAGE>
The financial statements of Paragon Communications as of
December 31, 1993 and 1994, and for the three years ended December 31,
1994, incorporated by reference in this Prospectus, have been audited
by Price Waterhouse LLP, independent accountants, as set forth in
their report thereon and incorporated herein by reference. Such
financial statements are incorporated herein by reference in reliance
upon such report and upon the authority of such firm as experts in
accounting and auditing.
The financial statements of Turner Broadcasting System, Inc.
as of December 31, 1993 and December 31, 1994, and for the three years
ended December 31, 1994, incorporated by reference in this Prospectus,
have been audited by Price Waterhouse LLP, independent accountants, as
set forth in their report thereon and incorporated herein by
reference. Such financial statements are incorporated herein by
reference in reliance upon such report and upon the authority of such
firm as experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters relating to the Common Stock offered
hereby were passed upon for the Company by Cravath, Swaine & Moore,
Worldwide Plaza, 825 Eighth Avenue, New York, New York, counsel to the
Company.
--------------------------
The following information is being disclosed pursuant to
Florida law and is accurate as of the date of the Prospectus: A
subsidiary of the Company pays royalties to Artex, S.A., a corporation
organized under the laws of Cuba, in connection with the distribution
in the United States of certain Cuban musical recordings. Current
information concerning this matter may be obtained from the State of
Florida Department of Banking & Finance, The Capital, Tallahassee,
Florida 32399-0350, 904-488-9805.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
SEC registration fee ............................ $126,686
Printing and engraving expenses.................. 0*
Accounting fees ................................. 25,000*
Legal fees....................................... 87,500*
Qualification under state securities laws........ 8,500*
Miscellaneous ................................... 0*
----------
$247,686
- --------------------
* Estimated and subject to future contingencies.
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 By-Laws of the Company requires
indemnification to the fullest extent permitted under Delaware law of
any person who is or was a director or officer of the Company 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 Company or any
predecessor of the Company or was serving at the request of the
Company 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 Company, 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 Certificate of
<PAGE>
Incorporation of the Company eliminates the liability of directors to
the extent permitted by Section 102(b)(7).
The foregoing statements are subject to the detailed
provisions of Section 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 Company's Directors' and Officers' Liability and
Reimbursement Insurance Policy is designed to reimburse the Company
for any payments made by it pursuant to the foregoing indemnification.
Such policy has coverage of $50,000,000.
Item 16. Exhibits
4.1 Restated Certificate of Incorporation of the
Company 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 Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993).
4.2 Certificate of Ownership and Merger merging TWE
Holdings Inc. into the Company as filed with the
Secretary of State of the State of Delaware on
September 24, 1993 (which is incorporated herein
by reference to Exhibit 3.(i)(b) to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1993 (the "Company's 1993 Form
10-K")).
4.3 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
Company as filed with the Secretary of State of
the State of Delaware on January 26, 1994 (which
is incorporated herein by reference to Exhibit
3.(i)(c) to the Company's 1993 Form 10-K).
4.4 By-laws of the Company, as amended through March
18, 1993 (which is incorporated herein by
reference to Exhibit 3.3 to the Company's Annual
Report on Form 10-K for the year ended December
31, 1992).
4.5 Rights Agreement dated as of January 20, 1994,
between the Company and Chemical Bank, as Rights
Agent (which is incorporated herein by reference
to Exhibit 4(a) to the Company's Current Report on
Form 8-K dated January 20, 1994).
<PAGE>
4.6 Specimen Certificate of the Company's Common Stock
(which is incorporated herein by reference to
Exhibit 4.1 to the Company's Annual Report on Form
10-K for the year ended December 31, 1991).
5 Opinion with consent of Cravath, Swaine & Moore,
counsel of the Company (which was previously filed
with this Registration Statement).
23.1 Consent of Ernst & Young LLP, Independent
Auditors.
23.2 Consent of Deloitte & Touche LLP, Independent
Auditors.
23.3 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.4 Consent of Deloitte & Touche LLP, Independent
Auditors.
23.5 Consent of Price Waterhouse LLP, Independent
Accountants.
23.6 Consent of Price Waterhouse LLP, Independent
Accountants.
23.7 Consent of Cravath, Swaine & Moore, counsel of the
Company (included in Exhibit 5).
24 Powers of Attorney (which was previously filed
with this Registration Statement).
<PAGE>
Item 17. Undertakings.
A. Undertaking Pursuant to Rule 415.
The Company hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 (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;
(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 and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated
by reference in the Registration Statement;
(2) 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
(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. Undertaking Regarding Filings Incorporating Subsequent
Exchange Act Documents by Reference.
The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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. Undertaking in Respect of Indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions described and the
documents referenced under Item 15 above, or otherwise, the Company
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 Company 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>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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
Amendment to the 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 the 21st day of November, 1995.
TIME WARNER INC.,
by: /s/ Peter R. Haje
--------------------------
Peter R. Haje
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement (on Form S-3) has been signed on
the 21st day of November, 1995 by the following persons in the capacities
and on the date indicated:
Signature Title
--------- -----
*
-------------------------
Gerald M. Levin Director,
Chairman of the Board and
Chief Executive Officer
*
-------------------------
Richard D. Parsons Director and President
*
-------------------------
Richard J. Bressler Senior Vice President and Chief
Financial Officer
<PAGE>
Signature Title
--------- -----
*
------------------------
John A. LaBarca Vice President and Controller
*
-------------------------
Merv Adelson Director
*
-------------------------
Lawrence B. Buttenwieser Director
*
-------------------------
Edward S. Finkelstein Director
*
-------------------------
Beverly Sills Greenough Director
*
-------------------------
Carla A. Hills Director
*
-------------------------
David T. Kearns Director
<PAGE>
Signature Title
--------- -----
*
-------------------------
Henry Luce III Director
*
-------------------------
Reuben Mark Director
*
-------------------------
Michael A. Miles Director
*
-------------------------
J. Richard Munro Director
*
-------------------------
Donald S. Perkins Director
*
-------------------------
Raymond S. Troubh Director
*
-------------------------
Francis T. Vincent, Jr. Director
*By /s/ Peter R. Haje
------------------------------
(Attorney-in-Fact)
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
------- ------------
No. Description Numbered Page
--- ----------- -------------
4.1 Restated Certificate of *
Incorporation of the Company 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 Company's
Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993).
4.2 Certificate of Ownership and *
Merger merging TWE Holdings Inc.
into the Company as filed with the
Secretary of State of the State of
Delaware on September 24, 1993
(which is incorporated herein by
reference to Exhibit 3.(i)(b) to
the Company's Annual Report on
Form 10-K for the year ended
December 31, 1993 (the "Company's
1993 Form 10-K")).
4.3 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 Company as filed with
the Secretary of State of the
State of Delaware on January 26,
1994 (which is incorporated herein
by reference to Exhibit 3.(i)(c)
to the Company's 1993 Form 10-K).
4.4 By-laws of the Company, as amended *
through March 18, 1993 (which is
incorporated herein by reference
to Exhibit 3.3 to the Company's
Annual Report on Form 10-K for the
year ended December 31, 1992).
4.5 Rights Agreement dated as of *
January 20, 1994, between the Company
and Chemical Bank, as Rights Agent
(which is incorporated herein by
reference to Exhibit 4(a) to the
Company's Current Report on
Form 8-K dated January 20, 1994).
4.6 Specimen Certificate of the *
Company's Common Stock (which is
incorporated herein by reference to
<PAGE>
Exhibit 4.1 to the Company's Annual
Report on Form 10-K for the year ended
December 31, 1991).
5 Opinion with consent of Cravath, *
Swaine & Moore, counsel of the
Company (which was previously
filed with this Registration
Statement).
23.1 Consent of Ernst & Young LLP,
Independent Auditors.
23.2 Consent of Deloitte & Touche LLP,
Independent Auditors.
23.3 Consent of Arthur Andersen LLP,
Independent Public Accountants.
23.4 Consent of Deloitte & Touche LLP,
Independent Auditors.
23.5 Consent of Price Waterhouse LLP,
Independent Accountants.
23.6 Consent of Price Waterhouse LLP,
Independent Accountants.
23.7 Consent of Cravath, Swaine & *
Moore, counsel of the Company
(included in Exhibit 5).
24 Powers of Attorney (which was *
previously filed with this
Registration Statement).
---------------
* Previously filed with the Commission and incorporated in the
Registration Statement by reference.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the references to our firm under the caption
"Experts" in Amendment No. 2 to the Registration Statement
on Form S-3 and related Prospectus of Time Warner Inc.
("TWI") for the registration of 8,349,732 Shares of Time
Warner Common Stock, and to the incorporation by reference
therein of (i) our reports dated February 7, 1995 with
respect to the consolidated financial statements and
schedule of TWI and Time Warner Entertainment Company, L.P.
included in TWI's Annual Report on Form 10-K for the year
ended December 31, 1994, as amended by Amendment No. 1
thereto dated June 28, 1995 ("TWI's 1994 Form 10-K"),
(ii) our report dated March 3, 1995 with respect to the
combined financial statements of the Time Warner Service
Partnerships incorporated by reference in TWI's 1994
Form 10-K, and (iii) our reports dated July 28, 1995 with
respect to the financial statements of Newhouse Broadcasting
Cable Division of Newhouse Broadcasting Corporation and
Subsidiaries for each of the three years in the period ended
July 31, 1994, and Vision Cable Division of Vision Cable
Communications, Inc. and Subsidiaries for each of the three
years in the period ended December 31, 1994, included in the
Current Report on Form 8-K of TWI dated August 14, 1995,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
-------------------------
ERNST & YOUNG LLP
New York, New York
November 20, 1995
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Amendment No. 2 to Registration Statement No. 33-61579 of
Time Warner Inc. on Form S-3 of our report dated April 20,
1995, with respect to the consolidated financial statements
of KBLCOM Incorporated appearing in the Form 8-K of Time
Warner Inc. dated May 30, 1995, and to the reference to us
under the heading "Experts" in the Prospectus, which is part
of such Registration Statement.
/s/ Deloitte & Touche LLP
-------------------------
DELOITTE & TOUCHE LLP
Houston, Texas
November 20, 1995
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
use of our reports and to all references to our Firm
included in or made a part of this Registration Statement
File No. 33-61579 on Form S-3.
/s/ Arthur Andersen LLP
------------------------
ARTHUR ANDERSEN LLP
Stamford, Connecticut
November 20, 1995
<PAGE>
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Amendment No. 2 to Registration Statement No. 33-61579 of
Time Warner Inc. on Form S-3 of our report dated March 10,
1995, with respect to the consolidated financial statements
of Summit Communications Group, Inc. incorporated by
reference in the Form 8-K of Time Warner Inc. dated May 30,
1995, and to the reference to us under the heading "Experts"
in the Prospectus, which is part of such Registration
Statement.
by /s/ Deloitte & Touche LLP
-------------------------
DELOITTE & TOUCHE LLP
Atlanta, Georgia
November 20, 1995
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Amendment No. 2 to
Registration Statement No. 33-61579 on Form S-3 of Time
Warner Inc. of our report dated February 15, 1995, which
appears on page 53 of Turner Broadcasting System, Inc.'s
1994 Annual Report to Shareholders, which is incorporated by
reference in Turner Broadcasting System, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1994 and
which report has been incorporated by reference in the
Current Report on Form 8-K of Time Warner Inc. dated
September 22, 1995. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
by /s/ Price Waterhouse LLP
-------------------------
PRICE WATERHOUSE LLP
Atlanta, Georgia
November 20, 1995
<PAGE>
EXHIBIT 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of the Amendment No. 2 to
Registration Statement on Form S-3 of Time Warner Inc.,
relating to the 8,349,732 shares of Common Stock to be
issued in connection with the acquisition of Summit
Communications Group, Inc., of our report on the Paragon
Communications financial statements and schedule dated
January 19, 1995, except as to Note 6, which is as of
January 27, 1995, which appears on page F-82 of the Annual
Report on Form 10-K of Time Warner Entertainment Company,
L.P. for the year ended December 31, 1994, which is
incorporated by reference in the Time Warner Inc. Annual
Report on Form 10-K for the year ended December 31, 1994. We
also consent to the reference to us under the heading
"Experts" in such Prospectus.
by /s/ Price Waterhouse LLP
-------------------------
PRICE WATERHOUSE LLP
Denver, Colorado
November 20, 1995
