<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 1995
REGISTRATION NO. 33-50237
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TIME WARNER INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
DELAWARE 13-1388520
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
</TABLE>
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:
<TABLE>
<S> <C>
WILLIAM P. ROGERS, JR. FAITH D. GROSSNICKLE
CRAVATH, SWAINE & MOORE SHEARMAN & STERLING
WORLDWIDE PLAZA 599 LEXINGTON AVENUE
825 EIGHTH AVENUE NEW YORK, N.Y. 10022
NEW YORK, N.Y. 10019-7415 (212) 848-8015
(212) 474-1270
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined by
market conditions.
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. [ ]
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. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
AGGREGATE AGGREGATE
TITLE OF EACH CLASS OF AGGREGATE AMOUNT TO BE OFFERING OFFERING
SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT PRICE(1)
<S> <C> <C> <C>
Convertible Debt Securities; Debt Securities;
Common Stock Warrants(2); and Common Stock(3).... $1,200,000,000(4) (4) $1,200,000,000
<CAPTION>
AMOUNT OF
TITLE OF EACH CLASS OF REGISTRATION
SECURITIES TO BE REGISTERED FEE
<S> <C>
Convertible Debt Securities; Debt Securities;
Common Stock Warrants(2); and Common Stock(3).... $375,000(4)(5)
</TABLE>
(1) United States dollars or the equivalent thereof in one or more foreign
currencies, foreign currency units or composite currencies.
(2) The Common Stock Warrants will be sold as units with Debt Securities.
(3) Includes such presently indeterminate number of shares which may be issuable
from time to time upon conversion or exchange of the Convertible Debt
Securities or exercise of the Common Stock Warrants registered hereunder.
(4) The aggregate offering price per unit has been omitted pursuant to
Securities Act Release No. 6964. The registration fee has been calculated in
accordance with Rule 457(o) under the Securities Act of 1933. The aggregate
amount registered reflects the offering price rather than the principal
amount of any Debt Securities issued at a discount.
(5) Previously paid.
------------------------
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.
PURSUANT TO RULE 429 OF THE GENERAL RULES AND REGULATIONS UNDER THE
SECURITIES ACT OF 1933, THE PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT
IS A COMBINED PROSPECTUS WHICH ALSO RELATES TO REGISTRATION STATEMENT NO.
33-57812, PREVIOUSLY FILED BY THE REGISTRANT ON FORM S-3. THIS POST-EFFECTIVE
AMENDMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 2 WITH RESPECT TO THE
REGISTRANT'S REGISTRATION STATEMENT NO. 33-57812, AND SUCH POST-EFFECTIVE
AMENDMENT SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY WITH THE EFFECTIVENESS
OF THIS POST-EFFECTIVE AMENDMENT IN ACCORDANCE WITH SECTION 8(c) OF THE
SECURITIES ACT OF 1933.
________________________________________________________________________________
<PAGE>
SUBJECT TO COMPLETION, DATED JUNE 5, 1995
PROSPECTUS
TIME WARNER INC.
Debt Securities
Convertible Debt Securities
Debt Securities with Common Stock Warrants
Time Warner Inc. (the 'Company') may offer from time to time its (i) notes,
debentures or other evidences of indebtedness ('Debt Securities'), which may be
(ii) convertible into shares of the Company's Common Stock, par value $1.00 per
share (the 'Common Stock'), or other securities or other property ('Convertible
Debt Securities') or (iii) may be accompanied by warrants ('Common Stock
Warrants') to purchase Common Stock ('Debt Securities with Common Stock
Warrants'), having an aggregate initial public offering price of $1,800,581,550
(including the U.S. dollar equivalent of securities for which the initial public
offering price is denominated in one or more foreign currencies or composite
currencies). The Debt Securities (including any Convertible Debt Securities),
Common Stock Warrants, and the Common Stock underlying any such Convertible Debt
Securities or Debt Securities with Common Stock Warrants (collectively, the
'Offered Securities') may be offered in one or more series in amounts, at prices
and on terms determined at the time of sale and set forth in a supplement to
this Prospectus (a 'Prospectus Supplement').
Unless otherwise specified in an accompanying Prospectus Supplement, the
Debt Securities will be senior securities of the Company, ranking equally with
all other unsubordinated and unsecured indebtedness of the Company.
The net proceeds from the sale of Offered Securities will be used to
repurchase, redeem or otherwise repay indebtedness of the Company, unless
otherwise set forth in the Prospectus Supplement. See 'Use of Proceeds'.
The specific terms of the Offered Securities in respect of which this
Prospectus is being delivered will be set forth in an accompanying Prospectus
Supplement, including, where applicable, (i) in the case of Debt Securities, the
specific designation, aggregate principal amount, currency, denomination,
maturity (which may be fixed or extendible), priority, interest rate or rates
(or manner of calculation thereof), if any, time of payment of interest, if any,
terms for any redemption or repayment at the option of the Company or the holder
or for any sinking fund payments, terms for any conversion or exchange
(including the terms relating to the adjustment thereof), the initial public
offering price and any other specific terms of such Debt Securities, and (ii) in
the case of Common Stock Warrants included in any Debt Securities with Common
Stock Warrants, the duration, offering price, exercise price, detachability and
any other specific terms thereof.
The Prospectus Supplement will also contain information, where applicable,
about certain United States Federal income tax considerations relating to, and
any listing on a securities exchange of, the Offered Securities covered by the
Prospectus Supplement.
The Debt Securities and Common Stock Warrants may be issued only in
registered form, including in the form of one or more global securities ('Global
Securities'), unless otherwise set forth in the Prospectus Supplement.
------------------------
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 Offered Securities may be offered directly, through agents designated
from time to time or through dealers or underwriters. If any agents of the
Company or any dealers or underwriters are involved in the offering of the
Offered Securities in respect of which this Prospectus is being delivered, the
names of such agents, dealers or underwriters and any applicable commissions or
discounts will be set forth in the Prospectus Supplement. The net proceeds to
the Company from such sale will also be set forth in the Prospectus Supplement.
------------------------
THE DATE OF THIS PROSPECTUS IS JUNE , 1995.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
IN CONNECTION WITH THE OFFERING OF CERTAIN SECURITIES, THE UNDERWRITERS MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE
OF THE OFFERED SECURITIES OFFERED HEREBY OR OTHER SECURITIES OF THE COMPANY AT
LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
------------------------
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'). Reports, proxy statements
and other information filed by the Company with the Commission pursuant to the
informational requirements of the Exchange Act may be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's
regional offices located at Seven World Trade Center, 13th Floor, New York, New
York 10048; and Northwestern Atrium Center, 500 West Madison Street (Suite
1400), Chicago, Illinois 60661; and copies of such material may be obtained from
the Public Reference Section of the Commission, Washington, D.C. 20549, at
prescribed rates. Such reports, proxy statements and other information may also
be inspected at the offices of the New York Stock Exchange, Inc. ('NYSE'), 20
Broad Street, New York, New York, and the Pacific Stock Exchange ('PSE'), 301
Pine Street, San Francisco, California, on which one or more of the Company's
securities are listed.
This Prospectus constitutes a part of a Registration Statement filed by the
Company with the Commission under the Securities Act of 1933, as amended (the
'Securities Act'). This Prospectus omits certain of the information contained in
the Registration Statement in accordance with the rules and regulations of the
Commission. Reference is hereby made to the Registration Statement and related
exhibits for further information with respect to the Company and the Offered
Securities. Statements contained herein concerning the provisions of any
document 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
or otherwise filed with the Commission. Each such statement is qualified in its
entirety by such reference.
INFORMATION INCORPORATED BY REFERENCE
The Company incorporates herein by reference the following documents filed
with the Commission (File No. 1-8637) pursuant to the Exchange Act:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995.
(c) The Company's Current Reports on Form 8-K dated January 26, 1995,
February 6, 1995, April 1, 1995 and May 30, 1995.
(d) The description of the Company's Common Stock contained in Item 4
of the Company's Registration Statement on Form 8B filed with the
Commission on December 8, 1983, pursuant to Section 12(b) of the Exchange
Act, as amended from time to time.
(e) The description of the rights issued to stockholders of the
Company pursuant to the Rights Agreement, dated as of January 20, 1994,
between the Company and Chemical Bank, as Rights Agent, contained in Item 1
of the Company's Registration Statement on Form 8-A filed with the
Commission on January 24, 1994.
All documents and reports subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering of the Offered
Securities shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of filing of such documents.
2
<PAGE>
Any statement contained herein or 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 or any Prospectus Supplement 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 or any Prospectus Supplement.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus and the accompanying Prospectus
Supplement are delivered, upon the written or oral request of such person, a
copy of any or all the documents incorporated herein by reference, other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference in such documents, and any other documents specifically identified
herein as incorporated by reference into the Registration Statement to which
this Prospectus relates or into such other documents. Requests should be
addressed to: Shareholder Relations, Time Warner Inc., 75 Rockefeller Plaza, New
York, New York 10019; telephone: (212) 484-6971.
TIME WARNER INC.
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 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. As used in this
Prospectus, the term the 'Company' refers to Time Warner Inc. and its
subsidiaries and divisions, and includes, unless the context otherwise
indicates, Time Warner Entertainment Company, L.P. ('TWE').
The Company is the largest media and entertainment company in the world.
Its businesses are carried on in three principal groups: Publishing, Music and
Entertainment. The Publishing group consists principally of the publication and
distribution of magazines and books; the Music group consists principally of the
production and distribution of recorded music and the ownership and
administration of music copyrights; and the Entertainment group consists
principally of the production and distribution of motion pictures and television
programming, the distribution of videocassettes, the ownership and operation of
retail stores and theme parks, the production and distribution of pay television
and cable programming, and the operation of cable television systems. These
businesses are conducted throughout the world through numerous wholly owned, and
in certain cases less than wholly owned, subsidiaries and affiliates.
TWE was formed as a Delaware limited partnership in 1992 and owns and
operates substantially all of the Entertainment group businesses, and certain
other businesses, previously owned and operated by the Company. Certain wholly
owned subsidiaries of the Company (the 'Time Warner General Partners')
collectively own 63.27% pro rata priority capital and residual equity interests
in TWE and wholly owned subsidiaries of ITOCHU Corporation, Toshiba Corporation
and U S West, Inc. own pro rata priority capital and residual equity interests
in TWE of 5.61%, 5.61% and 25.51%, respectively. In addition, the Time Warner
General Partners own priority capital interests senior and junior to the pro
rata priority capital interests.
The Company is a holding company and its assets consist primarily of
investments in its subsidiaries and TWE. The Company's ability to service its
indebtedness, including the Debt Securities, is dependent primarily upon the
earnings of its subsidiaries and TWE and the distribution or other payment of
such earnings to the Company. See 'Holding Company Structure'.
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.
RECENT DEVELOPMENTS
As summarized below and more fully described in the Company's Current
Report on Form 8-K dated May 30, 1995, the Company has recently entered into or
consummated a number of transactions to acquire, operate or dispose of cable
television systems and certain other assets. These transactions
3
<PAGE>
will, among other things, result in the acquisition of cable systems by
subsidiaries of the Company serving approximately 2.2 million subscribers and a
50% interest in Paragon Communications ('Paragon'), which serves 967,000
subscribers (the other 50% interest in Paragon is already owned by TWE).
The Company (i) closed on May 2, 1995 its acquisition of Summit
Communications Group, Inc. ('Summit'); (ii) agreed on January 26, 1995 to
acquire KBLCOM Incorporated ('KBLCOM'), a subsidiary of Houston Industries
Incorporated; and (iii) agreed on February 6, 1995 to acquire Cablevision
Industries Corporation ('CVI') and related companies (collectively, the
'Acquisitions'). To acquire Summit, the Company issued approximately 1.55
million shares of Common Stock, and approximately 3.26 million shares of a new
convertible preferred stock ('Series C Preferred Stock') and assumed or incurred
$146 million of indebtedness. To acquire KBLCOM, the Company will issue one
million shares of Common Stock and 11 million shares of a new convertible
preferred stock ('Series D Preferred Stock') and assume or incur approximately
$1.3 billion of indebtedness, including $111 million of the Company's allocable
share of Paragon's indebtedness. To acquire CVI and its related companies, the
Company will issue 2.5 million shares of Common Stock and 6.5 million shares of
new convertible preferred stock (3.25 million shares of Series E Preferred Stock
and 3.25 million shares of Series F Preferred Stock) and assume or incur
approximately $2 billion of debt of CVI and its related companies.
On April 1, 1995 TWE and Advance/Newhouse Partnership ('Advance/Newhouse'),
a New York general partnership between Newhouse Broadcasting Corporation and a
wholly-owned subsidiary of Advance Publications, Inc., formed a New York general
partnership known as Time Warner Entertainment-Advance/Newhouse Partnership (the
'TWE-A/N Partnership'), in which TWE owns a two-thirds equity interest and is
the managing partner. The TWE-A/N Partnership was formed to own and operate
cable television systems (or interests therein) serving approximately 4.5
million subscribers and certain foreign cable investments and programming
investments (the 'TWE-A/N Transaction').
TWE (i) agreed on April 17, 1995, subject to certain conditions, to
recapitalize Six Flags Entertainment Corporation ('Six Flags'), sell 51% of its
interest therein and grant certain licenses to Six Flags and (ii) announced on
May 18, 1995 the sale of 15 of its unclustered cable television systems serving
approximately 144,000 subscribers (the 'Asset Sale Transactions').
The Company and TWE are currently in negotiations with an administrative
agent for a bank syndicate regarding a five-year revolving credit facility (the
'New Credit Agreement') expected to be executed in July 1995, pursuant to which
TWE, the TWE-A/N Partnership and a wholly owned subsidiary of the Company will
be borrowers. The New Credit Agreement will enable such entities to refinance
certain indebtedness assumed from the companies acquired or to be acquired in
the Acquisitions, to refinance existing indebtedness of TWE and to finance the
ongoing working capital, capital expenditure and other corporate needs of each
borrower (the '1995 Debt Refinancing').
For a discussion of the Acquisitions, the TWE-A/N Transaction, the Asset
Sale Transactions and the 1995 Debt Refinancing reference is made to the
Company's Current Report on Form 8-K dated May 30, 1995.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the Company is set forth below
for the periods indicated. For periods in which earnings before fixed charges
were insufficient to cover fixed charges, the amount of coverage deficiency (in
millions), instead of the ratio, is disclosed. The historical ratios of earnings
to fixed charges for all periods after 1992 reflect the deconsolidation of the
Entertainment Group, principally TWE, effective January 1, 1993. The historical
ratios of earnings to fixed charges for 1992 and periods prior to such date have
not been changed; however, a ratio of earnings to fixed charges for 1992
retroactively reflecting the deconsolidation is presented as supplementary
information under the column heading 'restated' to facilitate comparative
analysis.
The historical ratio of earnings to fixed charges for 1993 reflects the
issuance of $6.1 billion of long-term debt and the use of $500 million of cash
and equivalents in 1993 for the exchange or redemption of preferred stock having
an aggregate liquidation preference of $6.4 billion. The historical ratio of
4
<PAGE>
earnings to fixed charges for 1992 reflects the capitalization of TWE on June
30, 1992 and associated refinancings, and the acquisition of the 18.7% minority
interest in American Television and Communications Corporation as of June 30,
1992, using the purchase method of accounting for business combinations.
The pro forma coverage deficiencies for the three months ended March 31,
1995 and the year ended December 31, 1994 give effect to the Acquisitions,
TWE-A/N Transaction, 1995 Debt Refinancing and Asset Sale Transactions as if
such transactions had occurred at the beginning of such periods. Such pro forma
information should be read in conjunction with the pro forma consolidated
condensed financial statements contained in the Company's Current Report on Form
8-K dated May 30, 1995 and incorporated herein by reference. Such pro forma
amounts are presented for informational purposes only and are not necessarily
indicative of the actual ratio or coverage deficiency that would have occurred
if such transactions had been consummated as of the dates indicated, nor are
they necessarily indicative of future results.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, YEARS ENDED DECEMBER 31,
- ------------------------ -------------------------------------------------------------------------------------------------
PRO FORMA HISTORICAL PRO FORMA HISTORICAL HISTORICAL RESTATED HISTORICAL HISTORICAL HISTORICAL
- --------- ---------- --------- ---------- ---------- -------- ---------- ---------- ----------
1995 1995 1994 1994 1993 1992 1992 1991 1990
- --------- ---------- --------- ---------- ---------- -------- ---------- ---------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ (18) 1.0x $(73) 1.1x 1.1x 1.4x 1.4x 1.1x $(101)
</TABLE>
For purposes of computing the ratio of earnings to fixed charges, earnings
were calculated by adding pretax income, interest expense, previously
capitalized interest amortized to expense, the portion of rents representative
of an interest factor, the Company's proportionate share of such items for its
partially-owned subsidiaries and 50%-owned companies, and undistributed losses
of less-than-50%-owned companies. Fixed charges consist of interest expense,
interest capitalized, the portion of rents representative of an interest factor
and the Company's proportionate share of such items for its partially-owned
subsidiaries and 50%-owned companies. Pro forma and historical fixed charges for
the three months ended March 31, 1995 and the year ended December 31, 1994
include noncash interest expense of $57 million and $219 million, respectively,
relating to the Company's Redeemable Reset Notes due 2002 and its Liquid Yield
Option Notes due 2012 and 2013.
USE OF PROCEEDS
Except as otherwise set forth in the Prospectus Supplement, the net
proceeds to the Company from the sale of Offered Securities will be used to
repurchase, redeem or otherwise repay indebtedness of the Company. Additional
information on the use of net proceeds from the sale of any particular Offered
Securities will be set forth in the Prospectus Supplement relating to such
Offered Securities.
DESCRIPTION OF THE DEBT SECURITIES
GENERAL
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of any Debt Securities
and the extent, if any, to which such general provisions will not apply to such
Debt Securities will be described in the Prospectus Supplement relating to such
Debt Securities.
The Debt Securities will be issued from time to time in series under an
Indenture dated as of January 15, 1993 (the 'Indenture'), between the Company
and Chemical Bank (the 'Trustee'), as Trustee. The statements set forth below
are brief summaries of certain provisions contained in the Indenture, which
summaries do not purport to be complete and are qualified in their entirety by
reference to the Indenture, a copy of which is an exhibit to the Registration
Statement of which this Prospectus is a part. Numerical references in
parentheses below are to articles or sections of the Indenture. Wherever defined
terms are used but not defined herein, such terms shall have the meanings
assigned to them in the Indenture, it being intended that such referenced
articles and sections of the Indenture and such defined terms shall be
incorporated herein by reference.
5
<PAGE>
The Indenture does not limit the amount of Debt Securities which may be
issued thereunder and Debt Securities may be issued thereunder up to the
aggregate principal amount which may be authorized from time to time by the
Company. Any such limit applicable to a particular series will be specified in
the Prospectus Supplement relating to that series.
Reference is made to the Prospectus Supplement for the following terms of
each series of Debt Securities in respect to which this Prospectus is being
delivered: (i) the designation, date, aggregate principal amount, currency or
currency unit of payment and authorized denominations of such Debt Securities;
(ii) initial public offering price or prices of the Convertible Debt Securities
or Debt Securities with Common Stock Warrants and any discounts or commissions
paid to underwriters, dealers or agents in connection therewith; (iii) the date
or dates on which such Debt Securities will mature (which may be fixed or
extendible); (iv) the rate or rates (or manner of calculation thereof), if any,
per annum at which such Debt Securities will bear interest; (v) the dates, if
any, on which such interest will be payable; (vi) the terms, if any, on which
such Debt Securities may be converted into or exchanged for Common Stock or
other securities or property, any specific terms relating to the adjustment
thereof and the period during which such Debt Securities may be so converted or
exchanged; (vii) the terms of any mandatory or optional redemption (including
any sinking, purchase or analogous fund) and any purchase at the option of
holders (including whether any such purchase may be paid in cash, Common Stock
or other securities or property); (viii) whether such Debt Securities are to be
issued in the form of Global Securities and, if so, the identity of the
Depository with respect to such Global Securities; and (ix) any other specific
terms.
Unless otherwise set forth in the Prospectus Supplement, interest on
outstanding Debt Securities will be paid to holders of record on the date which
is 15 days prior to the date such interest is to be paid. Unless otherwise
specified in the Prospectus Supplement, Debt Securities will be issued in fully
registered form only and in denominations of $1,000 and integral multiples
thereof. Unless otherwise specified in the Prospectus Supplement, the principal
amount of the Debt Securities will be payable at the corporate trust office of
the Trustee in New York, New York. The Debt Securities may be presented for
transfer or exchange at such office unless otherwise specified in the Prospectus
Supplement, subject to the limitations provided in the Indenture, without any
service charge, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charges payable in connection therewith. (Section
305)
RANKING
Unless otherwise specified in a Prospectus Supplement for a particular
series of Debt Securities, all series of Debt Securities will be senior
indebtedness of the Company and will be direct, unsecured obligations of the
Company, ranking on a parity with all other unsecured and unsubordinated
indebtedness of the Company. The Company is a holding company and the Debt
Securities will be effectively subordinated to all existing and future
liabilities, including indebtedness, of the Company's subsidiaries. See 'Holding
Company Structure'.
COVENANTS OF THE COMPANY
LIMITATION ON MERGER, CONSOLIDATION AND CERTAIN SALES OF ASSETS. The
Indenture provides that the Company will not merge or consolidate with or into,
or convey or transfer its property substantially as an entirety to, any person
unless (a) the successor is organized and existing under the laws of the United
States or any State or the District of Columbia, (b) the successor assumes the
Company's obligations under the Indenture and the Debt Securities issued under
the Indenture on the same terms and conditions and (c) immediately after giving
effect to such transaction, there is no default under the Indenture. (Section
801)
Any additional covenants pertaining to a series of Debt Securities will be
set forth in a Prospectus Supplement relating to such series of Debt Securities.
Other than as may be specified in a Prospectus Supplement relating to a series
of Debt Securities, the Indenture as it pertains to Convertible Debt Securities
or Debt Securities with Common Stock Warrants does not contain any covenants or
other
6
<PAGE>
provisions designed to afford holders of the Debt Securities protection in the
event of a recapitalization or highly leveraged transaction involving the
Company.
DEFEASANCE
The Indenture provides that the Company, at its option, (a) will be
Discharged from any and all obligations in respect of any series of Debt
Securities (except in each case for certain obligations to register the transfer
or exchange of Debt Securities, replace stolen, lost or mutilated Debt
Securities, maintain paying agencies and hold moneys for payment in trust) or
(b) need not comply with the covenant described above under 'Limitation on
Merger, Consolidation and Certain Sales of Assets' and any other restrictive
covenant described in a Prospectus Supplement relating to such series of Debt
Securities, and certain Events of Default (other than those arising out of the
failure to pay interest or principal on the Debt Securities of a particular
series and certain events of bankruptcy, insolvency and reorganization) will no
longer constitute Events of Default with respect to such series of Debt
Securities, in each case if the Company deposits with the applicable Trustee, in
trust, money or the equivalent in securities of the government which issued the
currency in which the Debt Securities are denominated or government agencies
backed by the full faith and credit of such government, or a combination
thereof, which through the payment of interest thereon and principal thereof in
accordance with their terms will provide money in an amount sufficient to pay
all the principal (including any mandatory sinking fund payments) of, and
interest on, such series on the dates such payments are due in accordance with
the terms of such series. To exercise any such option, the Company is required,
among other things, to deliver to the Trustee an opinion of counsel to the
effect that (i) the deposit and related defeasance would not cause the holders
of such series to recognize income, gain or loss for Federal income tax purposes
and, in the case of a Discharge pursuant to clause (a), accompanied by a ruling
to such effect received from or published by the United States Internal Revenue
Service and (ii) the creation of the defeasance trust will not violate the
Investment Company Act of 1940. In addition, the Company is required to deliver
to the Trustee an Officers' Certificate stating that such deposit was not made
by the Company with the intent of preferring the holders over other creditors of
the Company or with the intent of defeating, hindering, delaying or defrauding
creditors of the Company or others. (Article 4)
EVENTS OF DEFAULT, NOTICE AND WAIVER
The Indenture provides that, if an Event of Default specified therein with
respect to any series of Debt Securities issued thereunder shall have happened
and be continuing, either the Trustee thereunder or the holders of 25% in
aggregate principal amount of the outstanding Debt Securities of such series (or
25% in aggregate principal amount of all outstanding Debt Securities under the
Indenture, in the case of certain Events of Default affecting all series of Debt
Securities under the Indenture) may declare the principal of all the Debt
Securities of such series to be due and payable. (Section 502)
Events of Default in respect of any series are defined in the Indenture as
being: (i) default for 30 days in payment of any interest installment with
respect to such series; (ii) default in payment of principal of, or premium, if
any, on, or any sinking fund or analogous payment with respect to, Debt
Securities of such series when due at their stated maturity, by declaration or
acceleration, when called for redemption or otherwise; (iii) default for 90 days
after notice to the Company by the Trustee thereunder or by holders of 25% in
aggregate principal amount of the outstanding Debt Securities of such series in
the performance of any covenant in such Indenture with respect to Debt
Securities of such series; (iv) failure to pay when due, upon final maturity or
upon acceleration, the principal amount of any indebtedness for money borrowed
of the Company in excess of $50 million, if such indebtedness is not discharged,
or such acceleration annulled, within 60 days after written notice; and (v)
certain events of bankruptcy, insolvency and reorganization with respect to the
Company or any subsidiary which is organized under the laws of the United States
or any political subdivision thereof in which the Company's loans, advances or
other investments in such subsidiary exceed 10% of the Company's consolidated
net worth. (Section 501 and Form of the Senior Security)
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Any additions, deletions or other changes to the Events of Default which
will be applicable to a series of Debt Securities will be described in the
Prospectus Supplement relating to such series of Debt Securities.
The Indenture provides that the Trustee thereunder will, within 90 days
after the occurrence of a default with respect to the Debt Securities of any
series, give to the holders of the Debt Securities of such series notice of all
uncured and unwaived defaults known to it; provided that, except in the case of
default in the payment of principal of, premium, if any, or interest, if any, on
any of the Debt Securities of such series, the Trustee thereunder will be
protected in withholding such notice if it in good faith determines that the
withholding of such notice is in the interests of the holders of the Debt
Securities of such series. The term 'default' for the purpose of this provision
means the happening of any of the Events of Default specified above, except that
any grace period or notice requirement is eliminated. (Section 602)
The Indenture contains provisions entitling the Trustee, subject to the
duty of the Trustee during an Event of Default to act with the required standard
of care, to be indemnified by the holders of the Debt Securities before
proceeding to exercise any right or power under the Indenture at the request of
holders of the Debt Securities. (Section 603)
The Indenture provides that the holders of a majority in aggregate
principal amount of the outstanding Debt Securities of any series may direct the
time, method and place of conducting proceedings for remedies available to the
Trustee or exercising any trust or power conferred on the Trustee in respect of
such series. (Section 512)
The Indenture includes a covenant that the Company will file annually with
the Trustee a certificate of no default or specifying any default that exists.
(Section 1004)
In certain cases, the holders of a majority in principal amount of the
outstanding Debt Securities of any series may on behalf of the holders of all
Debt Securities of such series waive any past default or Event of Default with
respect to the Debt Securities of such series or compliance with certain
provisions of the Indenture, except, among other things, a default not
theretofore cured in payment of the principal of, or premium, if any, or
interest, if any, on any of the Debt Securities of such series. (Sections 513
and 1009)
MODIFICATION OF THE INDENTURE
The Company and the Trustee may, without the consent of the holders of the
Debt Securities, enter into indentures supplemental to the Indenture for, among
others, one or more of the following purposes: (i) to evidence the succession of
another Person to the Company, and the assumption by such successor of the
Company's obligations under the Indenture and the Securities of any series; (ii)
to add covenants of the Company, or surrender any rights of the Company, for the
benefit of the holders of Securities of any or all series; (iii) to cure any
ambiguity, or correct any inconsistency in the Indenture; (iv) to evidence and
provide for the acceptance of any successor Trustee with respect to one or more
series of Securities or to facilitate the administration of the trusts
thereunder by one or more trustees in accordance with the Indenture; (v) to
establish the form or terms of any series of securities; and (vi) to provide any
additional Events of Default. (Section 901)
The Indenture contains provisions permitting the Company and the Trustee
thereunder, with the consent of the holders of a majority in principal amount of
the outstanding Debt Securities of each series to be affected, to execute
supplemental indentures adding any provisions to or changing or eliminating any
of the provisions of the Indenture or modifying the rights of the holders of the
Debt Securities of such series to be affected, except that no such supplemental
indenture may, without the consent of the holders of affected Debt Securities,
among other things, change the fixed maturity of any Debt Securities, or reduce
the principal amount thereof, or reduce the rate or extend the time of payment
of interest thereon, or reduce the number of shares of Common Stock to be
delivered by the Company in respect of a conversion of Convertible Debt
Securities or reduce the aforesaid percentage of Debt Securities of any series
the consent of the holders of which is required for any such supplemental
indenture. (Section 902)
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THE TRUSTEE
Chemical Bank is the Trustee under the Indenture. The Trustee is a
depository for funds and performs other services for, and transacts other
banking business with, the Company and its subsidiaries in the normal course of
business.
GOVERNING LAW
The Indenture will be governed by, and construed in accordance with, the
laws of the State of New York.
DESCRIPTION OF COMMON STOCK WARRANTS
The Company may issue Common Stock Warrants as part of a unit comprising
Debt Securities with Common Stock Warrants that may be detachable or
nondetachable from such Debt Securities. Each series of Common Stock Warrants
will be issued under a separate warrant agreement (a 'Warrant Agreement') to be
entered into between the Company and a bank or trust company, as warrant agent
(the 'Warrant Agent'), all as set forth in the Prospectus Supplement relating to
the particular issue of Common Stock Warrants. The Warrant Agent will act solely
as an agent for the Company in connection with the Warrant Certificates and will
not assume any obligation or relationship of agency or trust for or with any
holders of Warrant Certificates or beneficial owners of Common Stock Warrants. A
copy of the form of Warrant Agreement, including the form of Warrant Certificate
representing the Common Stock Warrants, is filed as an exhibit to the
Registration Statement of which this Prospectus is a part. The following summary
of certain provisions of the Common Stock Warrants does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
all of the provisions of the Warrant Agreement.
Reference is made to the Prospectus Supplement relating to the particular
issue of Debt Securities with Common Stock Warrants for the terms of such Common
Stock Warrants, including, where applicable: (i) the number of shares of Common
Stock purchasable upon the exercise of such Common Stock Warrants, the price at
which such number of shares of Common Stock may be purchased upon such exercise
(or the method by which it can be determined) and any provisions for the
adjustment of such price and number of shares; (ii) the period or periods during
which or the date or dates on which the Common Stock Warrants shall be
exercisable; (iii) United States Federal income tax consequences applicable to
such Common Stock Warrants; and (iv) any other terms of such Common Stock
Warrants. Common Stock Warrants will be issued in registered form only, unless
otherwise specified in the applicable Prospectus Supplement.
Each Common Stock Warrant will entitle the holder thereof to purchase such
number of shares of Common Stock at such exercise price as shall be set forth
in, or calculable as described in, the applicable Prospectus Supplement, which
exercise price may be subject to adjustment upon the occurrence of certain
events as set forth in such Prospectus Supplement. After the close of business
on the expiration date specified in such Prospectus Supplement, unexercised
Common Stock Warrants will become void. The place or places where, and the
manner in which, Common Stock Warrants may be exercised shall be specified in
the Prospectus Supplement relating to such Common Stock Warrants. Prior to the
exercise of any Common Stock Warrants, holders of such Common Stock Warrants
will not have any of the rights of holders of Common Stock, including the right
to receive payments of dividends, if any, on the Common Stock purchasable upon
such exercise or to exercise any applicable right to vote.
DESCRIPTION OF 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 from time to time (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. On
April 30, 1995, 379,863,970 shares of Common Stock (excluding approximately 45.7
million shares of Common Stock held as treasury shares
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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. Also,
as of April 30, 1995, 962,068 shares of the Company's Series B Preferred Stock
were issued and outstanding. Upon consummation of the Acquisitions, the Company
will have outstanding approximately 5.1 million additional shares of Common
Stock and approximately 3.3 million shares of Series C Preferred Stock, 11
million shares of Series D Preferred Stock, 3.25 million shares of Series E
Preferred Stock and 3.25 million shares of Series F Preferred Stock. The Series
C, D, E, and F Preferred Stock to be outstanding after consummation of the
Acquisitions will be convertible in the aggregate into approximately 43.2
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 and F 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 and F Preferred Stock will 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 and F Preferred
Stock reference is made to the Company's Current Report on Form 8-K dated May
30, 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 therefor, 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 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 of the Company 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 Company's 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 Company's 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.
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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 Company's 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.
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.
GLOBAL SECURITIES
The Offered Securities (other than Common Stock) of a series may be issued
in whole or in part in the form of one or more Global Securities that will be
deposited with, or on behalf of, a depository (the 'Depository') identified in
the Prospectus Supplement relating to such series. Global Securities may be
issued only in fully registered form and in either temporary or permanent form.
Unless and until it is exchanged in whole or in part for the individual Offered
Securities represented thereby, a Global Security may not be transferred except
as a whole by the Depository for such Global Security to a nominee of such
Depository or by a nominee of such Depository to such Depository or another
nominee of such Depository or by the Depository or any nominee of such
Depository to a successor Depository or any nominee of such successor.
The specific terms of the depository arrangement with respect to a series
of Offered Securities will be described in the Prospectus Supplement relating to
such series. Unless otherwise specified in the Prospectus Supplement, the
Company anticipates that the following provisions will apply to depository
arrangements.
Upon the issuance of a Global Security, the Depository for such Global
Security or its nominee will credit on its book-entry registration and transfer
system the respective principal amounts of the individual Offered Securities
represented by such Global Security to the accounts of persons that have
accounts with such Depository ('Participants'). Such accounts shall be
designated by the underwriters, dealers or agents with respect to such Offered
Securities or by the Company if such Offered Securities are offered and sold
directly by the Company. Ownership of beneficial interests in a Global Security
will be limited to Participants or persons that may hold interests through
Participants. Ownership of beneficial interests in such Global Security will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the applicable Depository or its nominee (with respect to
interests of Participants) and records of Participants (with respect to
interests of persons who hold through Participants). The laws of some states
require that certain purchasers of securities take physical delivery of such
securities in definitive form. Such limits and such laws may impair the ability
to own, pledge or transfer beneficial interests in a Global Security.
So long as the Depository for a Global Security or its nominee is the
registered owner of such Global Security, such Depository or such nominee, as
the case may be, will be considered the sole owner or holder of the Offered
Securities represented by such Global Security for all purposes under the
Indenture or applicable Warrant Agreement. Except as provided below, owners of
beneficial interests in a Global Security will not be entitled to have any of
the individual Offered Securities of the series represented by such Global
Security registered in their names, will not receive or be entitled to receive
physical delivery of any such Offered Securities of such series in definitive
form and will not be considered the owners or holders thereof under the
Indenture or applicable Warrant Agreement. Accordingly, each person owning a
beneficial interest in a Global Security must rely on the procedures of the
Depository for such Global Security and, if such person is not a Participant, on
the procedures of the Participant through which such person owns its interest,
to exercise any rights of a holder under the Indenture or applicable Warrant
Agreement. The Company understands that under existing industry practices, if
the Company requests any action of holders or if an owner of a beneficial
interest in a Global Security desires to give or take any action which a holder
is entitled to give or take under the Indenture or applicable Warrant Agreement,
the Depository for such Global Security would authorize
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the Participants holding the relevant beneficial interests to give or take such
action, and such Participants would authorize beneficial owners owning through
such Participants to give or take such action or would otherwise act upon the
instructions of beneficial owners holding through them.
Payments of principal of and any premium and any interest on individual
Offered Securities represented by a Global Security registered in the name of a
Depository or its nominee will be made to the Depository or its nominee, as the
case may be, as the registered owner of the Global Security representing such
Offered Securities. None of the Company, the Trustee, the Warrant Agent, any
paying agent or the registrar for such Offered Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the Global
Security for such Offered Securities or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
The Company expects that the Depository for a series of Offered Securities
or its nominee, upon receipt of any payment of principal, premium or interest in
respect of a permanent Global Security representing any of such Offered
Securities, immediately will credit Participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of such Global Security for such Offered Securities as shown on the
records of such Depository or its nominee. The Company also expects that
payments by Participants to owners of beneficial interests in such Global
Security held through such Participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in 'street name'.
Such payments will be the responsibility of such Participants.
If a Depository for a series of Offered Securities is at any time
unwilling, unable or ineligible to continue as depository and a successor
depository is not appointed by the Company within 90 days, the Company will
issue individual Offered Securities of such series in exchange for the Global
Security representing such series of Offered Securities. In addition, the
Company may, at any time and in its sole discretion, subject to any limitations
described in the Prospectus Supplement relating to such Offered Securities,
determine not to have any Offered Securities of such series represented by one
or more Global Securities and, in such event, will issue individual Offered
Securities of such series in exchange for the Global Security or Securities
representing such series of Offered Securities. Individual Offered Securities of
such series so issued will be issued in denominations, unless otherwise
specified by the Company, of $1,000 and integral multiples thereof. Any Offered
Securities issued in definitive form in exchange for a Global Security will be
registered in such name or names as the Depository shall instruct the Trustee or
relevant Warrant Agent. It is expected that such instructions will be based upon
directions received by the Depository from Participants with respect to
ownership of beneficial interests in such Global Security.
HOLDING COMPANY STRUCTURE
The Company is a holding company and its assets consist primarily of
investments in its subsidiaries. A substantial portion of the consolidated
liabilities of the Company have been incurred by its subsidiaries. TWE, which is
not consolidated with the Company for financial reporting purposes, also has
substantial indebtedness and other liabilities. The Company's rights and the
rights of its creditors, including holders of Debt Securities, to participate in
the distribution of assets of any person in which the Company owns an equity
interest (including any subsidiary and TWE) upon such person's liquidation or
reorganization will be subject to prior claims of such person's creditors,
including trade creditors, except to the extent that the Company may itself be a
creditor with recognized claims against such person (in which case the claims of
the Company would still be subject to the prior claims of any secured creditor
of such person and of any holder of indebtedness of such person that is senior
to that held by the Company). Accordingly, the holders of Debt Securities may be
deemed to be effectively subordinated to such claims.
The Company's ability to service its indebtedness, including the Debt
Securities, and to pay dividends on its preferred stock and the Common Stock is
dependent primarily upon the earnings of its subsidiaries and TWE and the
distribution or other payment of such earnings to the Company. The TWE Agreement
of Limited Partnership and the bank credit facilities of TWE and certain
subsidiaries of the Company limit distributions and other transfers of funds to
the Company. Generally, distributions by TWE, other than tax distributions, are
subject to restricted payments limitations and availability
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under certain financial ratios applicable to TWE contained in its bank credit
facilities. As a result of the expected acquisition by subsidiaries of the
Company of certain cable systems, certain subsidiaries of the Company expect to
have outstanding indebtedness and bank credit facilities that will contain
limitations on the ability of such subsidiaries to make distributions or other
payments to the Company.
Additional information concerning the indebtedness of the Company and its
subsidiaries will be set forth in the Prospectus Supplement.
PLAN OF DISTRIBUTION
The Company may sell the Offered Securities to one or more underwriters or
dealers for public offering and sale by them or may sell the Offered Securities
to investors directly or through agents. The Prospectus Supplement with respect
to the Offered Securities offered thereby describes the terms of the offering of
such Offered Securities and the method of distribution of the Offered Securities
offered thereby and identifies any firms acting as underwriters, dealers or
agents in connection therewith.
The Offered Securities may be distributed from time to time in one or more
transactions at a fixed price or prices (which may be changed) or at prices
determined as specified in the Prospectus Supplement. In connection with the
sale of the Offered Securities, underwriters, dealers or agents may be deemed to
have received compensation from the Company in the form of underwriting
discounts or commissions and may also receive commissions from purchasers of the
Offered Securities for whom they may act as agent. Underwriters may sell the
Offered Securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters or commissions from the purchasers for whom they may act as agent.
Certain of the underwriters, dealers or agents who participate in the
distribution of the Offered Securities may engage in other transactions with,
and perform other services for, the Company in the ordinary course of business.
Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of the Offered Securities, and any discounts,
concessions or commissions allowed by underwriters to dealers, are set forth in
the Prospectus Supplement. Underwriters, dealers and agents participating in the
distribution of the Offered Securities may be deemed to be underwriters, and any
discounts and commissions received by them and any profit realized by them on
the resale of the Offered Securities may be deemed to be underwriting discounts
and commissions under the Securities Act. Underwriters and their controlling
persons, dealers and agents may be entitled, under agreements entered into with
the Company, to indemnification against and contribution toward certain civil
liabilities, including liabilities under the Securities Act.
LEGAL OPINIONS
Certain legal matters in connection with the Offered Securities will be
passed upon for the Company by Cravath, Swaine & Moore, Worldwide Plaza, 825
Eighth Avenue, New York, New York and for the Underwriters, if any, named in a
Prospectus Supplement, by Shearman & Sterling, 599 Lexington Avenue, New York,
New York.
EXPERTS
The consolidated financial statements of the Company and TWE appearing in
the Company's Annual Report on Form 10-K for the year ended December 31, 1994,
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 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 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 reports 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,
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incorporated by reference in this Prospectus, have been audited by Paul Scherer
& Company 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 reports 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 Paul Scherer & Company 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 reports 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 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 reports and upon the authority of such
firm as experts in accounting and auditing.
The financial statements of Cablevision Industries Limited Partnership 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 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 reports 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 reports and upon the authority of such firm as experts in
accounting and auditing.
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 reports and upon the authority of such firm as
experts in accounting and auditing.
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The following information is being disclosed pursuant to Florida law and is
accurate as of the date
of this 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.
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No person is authorized to give any information or to make any
representations other than those contained in this Prospectus or any
accompanying Prospectus Supplement in connection with the offer made by this
Prospectus or any Prospectus Supplement, and, if given or made, such other
information or representations must not be relied upon as having been authorized
by the Company or by any underwriter, dealer or agent. This Prospectus and any
Prospectus Supplement do not constitute an offer to sell or a solicitation of an
offer to buy any securities other than those to which they relate. Neither the
delivery of this Prospectus and any accompanying Prospectus Supplement nor any
sale of or offer to sell the Offered Securities offered hereby shall, under any
circumstances, create an implication that there has been no change in the
affairs of the Company or that the information herein is correct as of any time
after the date hereof. This Prospectus and any accompanying Prospectus
Supplement do not constitute an offer to sell or a solicitation of an offer to
buy any of the Offered Securities offered hereby in any state to any person to
whom it is unlawful to make such offer or solicitation in such state.
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following statement sets forth the estimated amounts of expenses, other
than underwriting discounts, to be borne by the registrant in connection with
the distribution of the Offered Securities.
<TABLE>
<CAPTION>
Securities and Exchange Commission registration fee............................. $ 375,000
<S> <C>
Trustees' fees.................................................................. 2,000
Printing and engraving expenses................................................. 200,000
Rating agency fees.............................................................. 225,000
Accounting fees and expenses.................................................... 100,000
Legal fees and expenses......................................................... 300,000
Blue Sky fees and expenses...................................................... 40,000
Miscellaneous expenses.......................................................... 8,000
----------
Total Expenses........................................................ $1,250,000
----------
----------
</TABLE>
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 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 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 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 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.
II-1
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<S> <C>
(1) -- Proposed form of Offered Securities Underwriting Agreement (filed as Exhibit 1 to the Registrant's
Registration Statement on Form S-3 (File No. 33-57812) filed with the Commission on February 3, 1993).*
(4.1) -- Form of Senior Indenture between Time Warner Inc. and Chemical Bank, as Trustee (filed as Exhibit 4.1 to
the Registrant's Registration Statement on Form S-3 (File No. 33-57030) filed with the Commission on
January 15, 1993).*
(4.2) -- Form of Senior Security (filed as Exhibit 4.4 to the Registrant's Registration Statement on Form S-3
(File No. 33-53148) filed with the Commission on October 9, 1992).*
(4.3) -- Form of Warrant Agreement including therein a form of Common Stock Warrant (filed as Exhibit 4.3 to the
Registrant's Registration Statement on Form S-3 (File No. 33-57812) filed with the Commission on February
3, 1993).*
(5) -- Opinion of Cravath, Swaine & Moore.
(12) -- Statement regarding the computation of the ratio of earnings to fixed charges.**
(23.1) -- Consent of Ernst & Young LLP, Independent Auditors.***
(23.2) -- Consent of Counsel (included in Exhibit (5)).
(23.3) -- Consent of Deloitte & Touche LLP, Independent Auditors.***
(23.4) -- Consent of Paul Scherer & Company LLP, Independent Auditors.***
(23.5) -- Consent of Arthur Andersen LLP, Independent Auditors.***
(23.6) -- Consent of Deloitte & Touche LLP, Independent Auditors.***
(23.7) -- Consent of Price Waterhouse LLP, Independent Accountants.***
(24) -- Powers of Attorney.****
(25) -- Statement of Eligibility and Qualification on Form T-1 of Chemical Bank (bound separately).
</TABLE>
- ------------
* Incorporated by reference.
** Filed herewith.
*** Currently dated consents are filed herewith.
**** An additional Power of Attorney is filed herewith.
The Registrant hereby agrees to furnish to the 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.
ITEM 17. UNDERTAKINGS.
A. UNDERTAKING PURSUANT TO RULE 415
The undersigned registrant hereby undertakes:
(a) 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 '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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the 'Calculation of
Registration Fee' table in the effective registration statement; and
II-2
<PAGE>
(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)(i) and (a)(ii) do not apply if 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 Section 15(d) of the Securities Exchange Act of 1934, as
amended (the 'Exchange Act'), that are incorporated by reference in the
Registration Statement;
(b) that, for the purpose of determining any liability under the 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
(c) 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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 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 Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described in Item 15 above, 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
officer, director 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 of whether or not such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<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-3 and has duly caused this Post-Effective
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 June 2, 1995.
TIME WARNER INC.
By /s/ PETER R. HAJE
...................................
PETER R. HAJE
EXECUTIVE VICE PRESIDENT, SECRETARY
AND
GENERAL COUNSEL
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below on
June 2, 1995 by the following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------ ------------------------------------------------------
<S> <C>
(i) Principal Executive Officer:
* Director, Chairman of the Board and Chief Executive
......................................... Officer
(GERALD M. LEVIN)
(ii) Principal Financial Officer:
/s/ Richard J. Bressler Senior Vice President and
......................................... Chief Financial Officer
(RICHARD J. BRESSLER)
(iii) Principal Accounting Officer:
/s/ John A. LaBarca Vice President and Controller
.........................................
(JOHN A. LABARCA)
(iv) Directors:
*
.........................................
(MERV ADELSON)
*
.........................................
(LAWRENCE B. BUTTENWIESER)
*
.........................................
(EDWARD S. FINKELSTEIN)
*
.........................................
(BEVERLY SILLS GREENOUGH)
*
.........................................
(CARLA A. HILLS)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------ ------------------------------------------------------
<S> <C>
*
.........................................
(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, JR.)
*By /s/ PETER R. HAJE
....................................
(ATTORNEY-IN-FACT)
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT PAGE
- ------- ---------------------------------------------------------------------------------------------------- ----
<S> <C> <C>
(1) --Proposed form of Offered Securities Underwriting Agreement (filed as Exhibit 1 to the
Registrant's Registration Statement on Form S-3 (File No. 33-57812) filed with the Commission on
February 3, 1993)*................................................................................
(4.1) --Form of Senior Indenture between Time Warner Inc. and Chemical Bank, as Trustee (filed as Exhibit
4.1 to the Registrant's Registration Statement on Form S-3 (File No. 33-57030) filed with the
Commission on January 15, 1993)*..................................................................
(4.2) --Form of Senior Security (filed as Exhibit 4.4 to the Registrant's Registration Statement on Form
S-3 (File No. 33-53148) filed with the Commission on October 9, 1992)*............................
(4.3) --Form of Warrant Agreement including therein a form of Common Stock Warrant (filed as Exhibit 4.3
to the Registrant's Registration Statement on Form S-3 (File No. 33-57812) filed with the
Commission on February 3, 1993)*..................................................................
(5) --Opinion of Cravath, Swaine & Moore...............................................................
(12) --Statement regarding the computation of the ratio of earnings to fixed charges**..................
(23.1) --Consent of Ernst & Young LLP, Independent Auditors***............................................
(23.2) --Consent of Counsel (included in Exhibit (5)).....................................................
(23.3) --Consent of Deloitte & Touche LLP, Independent Auditors***........................................
(23.4) --Consent of Paul Scherer & Company LLP, Independent Auditors***...................................
(23.5) --Consent of Arthur Andersen LLP, Independent Auditors***..........................................
(23.6) --Consent of Deloitte & Touche LLP, Independent Auditors***........................................
(23.7) --Consent of Price Waterhouse LLP, Independent Accountants***......................................
(24) --Powers of Attorney****...........................................................................
(25) --Statement of Eligibility and Qualification on Form T-1 of Chemical Bank (bound separately).......
</TABLE>
- ------------
* Incorporated by reference.
** Filed herewith.
*** Currently dated consents are filed herewith.
**** An additional Power of Attorney is filed herewith.
<PAGE>
EXHIBIT 12
TIME WARNER
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
PRO FORMA HISTORICAL
1995 1995
--------- ----------
(IN MILLIONS, EXCEPT
RATIOS)
<S> <C> <C>
Earnings:
Net income (loss) before
income taxes and
extraordinary item..... $ (35) $(15)
Interest expense......... 275 210
Amortization of
capitalized interest... -- --
Portion of rents
representative of an
interest factor........ 13 13
Adjustment for partially
owned subsidiaries and
50% owned companies.... 158 180
Undistributed losses of
less than 50% owned
companies.............. 17 17
--------- ----------
Total earnings...... $ 428 $405
--------- ----------
--------- ----------
Fixed Charges:
Interest expense......... $ 275 $210
Capitalized interest..... -- --
Portion of rents
representative of an
interest factor........ 13 13
Adjustment for partially
owned subsidiaries and
50% owned companies.... 158 180
--------- ----------
Total fixed
charges........... $ 446 $403
--------- ----------
--------- ----------
Ratio of earnings to fixed
charges (deficiency in the
coverage of fixed charges by
earnings before fixed
charges).................... $(18) 1.0x
--------- ----------
--------- ----------
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------------------------------------------------
PRO FORMA HISTORICAL HISTORICAL RESTATED HISTORICAL HISTORICAL HISTORICAL
1994 1994 1993 1992 1992 1991 1990
---------- ---------- ---------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:
Net income (loss) before
income taxes and
extraordinary item..... $ (152 ) $ 89 $ 81 $ 323 $ 320 $ 52 $ (145)
Interest expense......... 983 769 698 287 729 912 1,096
Amortization of
capitalized interest... 2 2 -- 1 19 23 22
Portion of rents
representative of an
interest factor........ 52 52 54 52 85 78 74
Adjustment for partially
owned subsidiaries and
50% owned companies.... 603 665 663 590 97 73 57
Undistributed losses of
less than 50% owned
companies.............. 82 82 47 56 56 56 17
---------- ---------- ---------- -------- ---------- ---------- ----------
Total earnings...... $ 1,570 $1,659 $1,543 $1,309 $1,306 $1,194 $1,121
---------- ---------- ---------- -------- ---------- ---------- ----------
---------- ---------- ---------- -------- ---------- ---------- ----------
Fixed Charges:
Interest expense......... $ 983 $ 769 $ 698 $ 287 $ 729 $ 912 $1,096
Capitalized interest..... 2 2 -- -- 15 17 19
Portion of rents
representative of an
interest factor........ 52 52 54 52 85 78 74
Adjustment for partially
owned subsidiaries and
50% owned companies.... 606 668 664 571 81 45 33
---------- ---------- ---------- -------- ---------- ---------- ----------
Total fixed
charges........... $ 1,643 $1,491 $1,416 $ 910 $ 910 $1,052 $1,222
---------- ---------- ---------- -------- ---------- ---------- ----------
---------- ---------- ---------- -------- ---------- ---------- ----------
Ratio of earnings to fixed
charges (deficiency in the
coverage of fixed charges by
earnings before fixed
charges).................... $(73) 1.1x 1.1x 1.4x 1.4x 1.1x $(101)
---------- ---------- ---------- -------- ---------- ---------- ----------
---------- ---------- ---------- -------- ---------- ---------- ----------
</TABLE>
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption 'Experts' in
Post-Effective Amendment No. 1 to Registration Statement No. 33-50237 on Form
S-3 and related Prospectus of Time Warner Inc. ('TWI') and to the incorporation
by reference therein of 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, and 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 Annual Report on Form 10-K for the year ended
December 31, 1994, filed with the Securities and Exchange Commission,
/s/ ERNST & YOUNG LLP
.....................................
Ernst & Young LLP
New York, New York
June 2, 1995
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement No. 33-50237 of Time Warner Inc. on
Form S-3 of our report dated March 10, 1995, appearing in the Annual Report on
Form 10-K of Summit Communications Group, Inc. for the year ended December 31,
1994, and to the reference to us under the heading 'Experts' in the Prospectus,
which is a part of such Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Atlanta, Georgia
June 2, 1995
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption 'Experts' in
Post-Effective Amendment No. 1 to Registration Statement No. 33-50237 on Form
S-3 and related Prospectus of Time Warner Inc. ('TWI') and to the incorporation
by reference therein of (i) our report dated October 7, 1994, 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 (ii) our report dated March 24, 1995, with
respect to the financial statements of Vision Cable Division of Vision Cable
Communications, Inc. and Subsidiaries for each of the three years in the period
ended December 31, 1994, appearing in the Current Report on Form 8-K of TWI
dated May 30, 1995, filed with the Securities and Exchange Commission.
/s/ PAUL SCHERER & COMPANY LLP
.....................................
Paul Scherer & Company LLP
New York, New York
June 2, 1995
<PAGE>
EXHIBIT 23.5
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. 33-50237.
/S/ ARTHUR ANDERSEN LLP
.....................................
Arthur Andersen LLP
Stamford, Connecticut
June 2, 1995
<PAGE>
EXHIBIT 23.6
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement No. 33-50237 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
June 2, 1995
<PAGE>
EXHIBIT 23.7
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Post-Effective Amendment No. 1 to the Registration
Statement on Form S-3 (No. 33-50237) of Time Warner Inc. of our report dated
January 19, 1995, except as to Note 6, which is as of January 27, 1995, on the
Paragon Communications financial statements and schedule. We also consent to the
reference to us under the heading 'Experts' in such Prospectus.
/S/ PRICE WATERHOUSE LLP
.....................................
Price Waterhouse LLP
Denver, Colorado
June 2, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers of
TIME WARNER INC., a Delaware corporation (the 'Corporation'), hereby constitutes
and appoints RICHARD J. BRESSLER, PETER R. HAJE, GERALD M. LEVIN and PHILIP R.
LOCHNER, JR., and each of them, his true and lawful attorneys-in-fact and
agents, with full power to act without the others, for him and in his name,
place and stead, in any and all capacities, to sign any and all post-effective
amendments to the Registration Statement on Form S-3 (Registration No. 33-50237)
filed with the Securities and Exchange Commission in connection with the 'shelf'
registration pursuant to Rule 415 under the provisions of the Securities Act of
1933, as amended, of up to $2 billion aggregate initial price to the public of
one or more of the following (i) debt securities, (ii) the shares of Common
Stock, par value $1.00 per share ('Common Stock'), of the Corporation into which
such debt securities may be convertible, (iii) rights or warrants to acquire any
such debt or Common Stock and (iv) other securities of the Corporation, in any
combination thereof, with power where appropriate to affix thereto the corporate
seal of the Corporation and to attest said seal, and to file such post-effective
amendments, and to sign and file any additional post-effective amendments to any
such Registration Statement, and any subsequent registration statement filed by
the Corporation pursuant to Rule 462(b) of the Securities Act of 1933, as
amended, with all exhibits thereto, and any and all 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 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, each of the undersigned has hereunto set his name as of
the 1st day of June, 1995.
Principal Financial Officer:
/s/ RICHARD J. BRESSLER
...............................................................................
Richard J. Bressler,
Senior Vice President and
Chief Financial Officer
Principal Accounting Officer:
/s/ JOHN A. LABARCA
...............................................................................
John A. LaBarca,
Vice President and Controller
