As filed with the Securities and Exchange Commission on February 13, 1995
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) 4,741,789 $37.715 $178,838,012 $61,668.71
(1) This Registration Statement also relates to an indeterminate number of
additional shares of Common Stock pursuant to anti-dilution and adjustment
provisions of the above referenced plan.
(2) Calculated pursuant to 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 February 6, 1995, on which day such average was $37.81,
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
The contents of the Registration Statement on Form S-8,
No. 33-53213, as filed with the Securities and Exchange Commission
on April 22, 1994, are hereby incorporated herein by reference to
the extent not replaced hereby.
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 Reports on Form 8-K dated
January 20, 1994, September 9, 1994, January 30,
1995 and February 13, 1995;
3. The Registrant's quarterly report on Form 10-Q for
the periods ended March 31, 1994, June 30, 1994 and
September 30, 1994;
4. 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
5. 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.
<PAGE>
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 LLP, 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 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits.
The exhibits listed on the accompanying Exhibit Index are
filed or incorporated by reference as part of this Registration
Statement.
<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 February 13, 1995.
TIME WARNER INC.
By Richard J. Bressler
Name: Richard J. Bressler
Title: Senior Vice President,
Finance
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons on February 13, 1995 in the capacities indicated.
Signature Title
(i) Principal Executive Officer:
* Director, Chairman of the Board and
(Gerald M. Levin) Chief Executive Officer
(ii) Principal Financial Officer:
Richard J. Bressler Senior Vice President, Finance
(Richard J. Bressler)
(iii) Principal Accounting Officer:
John A. LaBarca Vice President and Controller
(John A. LaBarca)
(iv) Directors:
*
(Merv Adelson)
*
(Lawrence B. Buttenwieser)
<PAGE>
*
(Edward S. Finkelstein)
*
(Beverly Sills Greenough)
*
(Carla Hills)
*
(David T. Kearns)
*
(Henry Luce III)
*
(Reuben Mark)
(Michael A. Miles)
*
(J. Richard Munro)
*
(Richard D. Parsons)
*
(Donald S. Perkins)
*
(Raymond S. Troubh)
*
(Francis T. Vincent)
Constituting a majority of the
Board of Directors
*By Peter R. Haje
(Peter R. Haje)
(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. 1-8367)
(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(TRADEMARK)
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
Qualifications of Series A Participating Cumulative Preferred
Stock of the Registrant as filed with the Secretary of State
of the State of Delaware on January 26, 1994 (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). *
<PAGE> EXHIBIT INDEX
Exhibit
Number Description Page
5. Opinion of Thomas W. McEnerney, Esq. regarding the legality
of the securities being registered.
23.1 Consent of Ernst & Young, LLP independent auditors.
23.2 Consent of Price Waterhouse, independent accountants.
23.3 Consent of Thomas W. McEnerney, Esq. (included
in Exhibit 5).
24.1 Powers of Attorney (which are incorporated herein
by reference to Exhibit 24.1 to the Registrant's
Registration Statement on Form S-8 (Registration
No. 33-53213)). *
EXHIBIT 5
February 13, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 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 4,741,789 shares of Common Stock, par value $1
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
amount of additional shares of Common Stock 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) resolutions adopted by the Board of Directors of
the Company and (d) the Registration Statement and related
Propsectus.
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
Associate General Counsel
and Vice President
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. ("Time Warner") 1994 Stock Option Plan for the
registration of 4,741,789 shares of its common stock and to the
incorporation by reference therein of our reports dated February 4,
1994, with respect to the consolidated financial statements and
schedules of Time Warner and Time Warner Entertainment Company,
L.P. included in Time Warner's Annual Report (Form 10-K) for the
year ended December 31, 1993, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
New York, New York
February 10, 1995
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of Time Warner Inc. of our
report dated January 14, 1994 on the Paragon Communications
financial statements and schedules. Our report appears on page F-
78 of the 1993 Time Warner Entertainment Company L.P. Form 10-K
which is incorporated by reference in the 1993 Time Warner Inc.
Form 10-K.
PRICE WATERHOUSE LLP
Denver, Colorado
February 10, 1995
