SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20546
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
TIME WARNER INC.
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DELAWARE 13-1388520
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(State of incorporation or (IRS Employer
organization) Identification No.)
75 Rockefeller Plaza, New York, N.Y. 10019
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [x]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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7.75% Notes due
June 15, 2005 New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the
Act:
(None)
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(Title of class)
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Item 1. Debt Securities to be Registered.
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The title of the class of debt securities to be registered
hereunder is: "7.75% Notes due June 15, 2005" (the "Notes"). The Notes
are being issued by Time Warner Inc. (the "Company") under the
Indenture dated as of January 15, 1993, between the Company and
Chemical Bank, as Trustee.
A description of the Notes is set forth in a Prospectus
Supplement dated June 14, to the Company's Prospectus dated June 7,
1995 (Registration No. 33-50237), under the caption "Description of
the Notes", which description is hereby incorporated herein by
reference.
Item 2. Exhibits.
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4.1 Form of 7.75% Note due June 15, 2005.
4.2 Form of Indenture dated as of January 15, 1993, between
Time Warner Inc. and Chemical Bank, as Trustee (which is incorporated
herein by reference to Exhibit 4.1 to Time Warner Inc.'s Registration
Statement on Form S-3 filed with the Securities and Exchange
Commission on January 15, 1993 (Registration No. 33-57030)).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
TIME WARNER INC.
by
/s/ Thomas W. McEnerney
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Name: Thomas W. McEnerney
Title: Vice President
Dated: June 15, 1995
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INDEX TO EXHIBITS
Sequentially
Numbered Page at
Exhibit No. Exhibit Which Located
4.1 Form of 7.75% Note due June 15, 5
1995...........................
4.2 Form of Indenture dated as of
January 15, 1993, between Time
Warner Inc. and Chemical Bank,
as Trustee (which is
incorporated herein by
reference to Exhibit 4.1 to
Time Warner Inc.'s Registration
Statement on Form S-3 filed
with the Securities and
Exchange Commission on
January 15, 1993 (Registration
No. 33-57030)).................
EXHIBIT 4.1
FACE OF NOTE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR INDIVIDUAL NOTES REGISTERED IN THE
NAMES OF PARTICIPANTS IN THE DTC, THIS CERTIFICATE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY DTC OR BY A NOMINEE OF DTC TO DTC OR
BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITORY.
No. [ ] $[ ]
TIME WARNER INC.
7.75% Note due June 15, 2005
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CUSIP: [ ]
Time Warner Inc., a Delaware corporation, or any successor
under the Indenture referred to on the reverse hereof promises to pay
to Cede & Co. or registered assigns, the principal sum of [ ] Dollars
on June 15, 2005, at the office or agency of the Company in the
Borough of Manhattan, the City and State of New York.
Interest Payment Dates: June 15 and December 15,
beginning December 15,
1995
Record Dates: June 1 and December l
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Additional provisions of this Note are set forth on the
other side of this Note.
Dated: June 19, 1995
TIME WARNER INC.
by
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[SEAL] Executive Vice President
Attest:
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Assistant Secretary
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities
of the series designated therein
referred to in the within-mentioned
Indenture.
Chemical Bank,
as Trustee,
by
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Authorized Officer
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REVERSE SIDE OF NOTE
TIME WARNER INC.
7.75% Note due June 15, 2005
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Time Warner Inc., a Delaware corporation (such corporation
or any successor pursuant to the Indenture referred to below being
called the "Company"), promises to pay interest from June 15, 1995, on
the principal amount of this Note (as hereinafter defined)
semiannually on June 15 and December 15 of each year beginning
December 15, 1995 at the office or agency of the Company in the
Borough of Manhattan, The City of New York, in like coin or currency,
at the rate per annum specified in the title hereof. The interest so
payable, and punctually paid or duly provided for, on any June 15 or
December 15 will, except as provided in the Indenture dated as of
January 15, 1993 (the "Indenture"), duly executed and delivered by the
Company to Chemical Bank, as Trustee (herein called the "Trustee"), be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the June 1 or
December 1 next preceding the interest payment date (herein called the
"Regular Record Date") whether or not a business day, and may, at the
option of the Company, be paid by check mailed to the registered
address of such Person. Any such interest which is payable, but is not
so punctually paid or duly provided for, shall forthwith cease to be
payable to the registered Holder on such Regular Record Date and may
be paid either to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be
fixed by the Trustee, notice whereof shall be given to Holders of
Notes not less than 10 days prior to such Special Record Date, or may
be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Notes may be
listed and upon such notice as may be required by such exchange, if
such manner of payment shall be deemed practicable by the Trustee, all
as more fully provided in the Indenture.
Initially, the Trustee will be the Paying Agent and the
Registrar with respect to this Note. The Company reserves the right at
any time to vary or terminate the appointment of any Paying Agent or
Registrar, to appoint
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additional or other Paying Agents and other Registrars and to approve
any change in the office through which any Paying Agent or Registrar
acts; provided that there will at all times be a Paying Agent in The
City of New York.
This Note is one of the duly authorized issue of senior
debentures, notes, bonds or other evidences of indebtedness of the
Company (hereinafter called the "Debt Securities"), of the series
hereinafter specified; all issued or to be issued under and pursuant
to the Indenture, to which reference is hereby made for a statement of
the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee and any agent of the Trustee, any Paying
Agent, the Company and the Holders of the Debt Securities and the
terms upon which the Debt Securities are issued and are to be
authenticated and delivered.
The Debt Securities may be issued in one or more series,
which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at
different rates, may have different conversion prices or exchange
provisions (if any), may be subject to different redemption provisions
(if any), may be subject to different sinking, purchase or analogous
funds (if any), may be subject to different covenants and Events of
Default and may otherwise vary as provided or permitted in the
Indenture. This Note is one of the series of Debt Securities of the
Company issued pursuant to the Indenture designated as the 7.75% Notes
due June 15, 2005 (the "Notes"), limited in aggregate principal amount
to $500,000,000.
The Notes of this series are not redeemable prior to the
stated maturity of the principal hereof and will not be subject to any
sinking fund.
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of all the Notes and all accrued
interest thereon may be declared due and payable in the manner, with
the effect and subject to the conditions provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the Company and the Trustee to enter into supplemental
indentures to the Indenture for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of
the Indenture or of
<PAGE>
modifying in any manner the rights of the Holders of the Debt
Securities of each series under the Indenture with the consent of the
Holders of not less than a majority in principal amount of the Debt
Securities at the time outstanding of each series to be affected
thereby on behalf of the Holders of all Debt Securities of such
series. The Indenture also permits the Holders of a majority in
principal amount of the Debt Securities at the time outstanding of
each series on behalf of the Holders of all Debt Securities of such
series to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults and their consequences with
respect to such series under the Indenture. Any such consent or waiver
by the Holder of this Note shall be conclusive and binding upon such
holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not notation of such consent or waiver is made
upon this Note or such other Notes.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal
and any premium of and any interest on this Note at the place, rate
and respective times and in the coin or currency herein and in the
Indenture prescribed.
As provided in the Indenture and subject to the satisfaction
of certain conditions therein set forth, including the deposit of
certain trust funds in trust, at the Company's option, either (i) the
Company shall be deemed to have paid and discharged the entire
indebtedness represented by, and the obligations under, the Debt
Securities of any series and to have satisfied all the obligations
(with certain exceptions) under the Indenture relating to the Debt
Securities of such series or (ii) the Company shall cease to be under
any obligation to comply with any term, provision or condition of
certain restrictive covenants or provisions set forth in any additions
or changes to or deletions from covenants and Events of Default with
respect to the Debt Securities of such series.
The Notes are issuable in registered form without coupons,
in denominations of $1,000 and integral multiples of thereof. Notes
may be exchanged for a like aggregate principal amount of Notes of
other authorized denominations at the office or agency of the Company
in the Borough of
<PAGE>
Manhattan, The City of New York, and in the manner and subject to the
limitations provided in the Indenture.
Upon due presentment for registration of transfer of this
Note at the office or agency of the Company in the Borough of
Manhattan, The City of New York, a new Note or Notes of authorized
denominations for a like aggregate principal amount will be issued to
the transferee in exchange therefor, subject to the limitations
provided in the Indenture.
No service charge shall be made for any such transfer or
exchange, but the Company may require payment of a sum sufficient to
cover any tax assessment or other governmental charge payable in
connection therewith.
Subject to the provisions of the Indenture, the Company, the
Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note is overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to
the contrary.
Unless otherwise defined herein, all terms used in this Note
which are defined in the Indenture shall have the meanings assigned to
them in the Indenture.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.
Unless the certificate of authentication hereon has been
manually executed by or on behalf of the Trustee under the Indenture,
this Note shall not be entitled to any benefits under the Indenture,
or be valid or obligatory for any purpose.
The Company will furnish to any Holder upon written request
and without charge to the Holder a copy of the Indenture. Requests may
be made to Time Warner Inc., 75 Rockefeller Plaza, New York, NY 10019,
Attention of Manager, Shareholder Relations.
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ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
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(Insert assignee's soc. sec. or tax ID no.)
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(Print or type assignee's name, address and zip code)
and irrevocably appoint agent to transfer
this Note on the books of the Company. The agent may substitute
another to act for him.
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Date: Your Signature:
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(Sign exactly as your name appears on the other side of this
Note)
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SIGNATURE GUARANTEE
Signature Guaranteed by:
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by:
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The signature must be guaranteed
by a bank, a trust company or a
member firm of the New York
Stock Exchange
