As filed with the Securities and Exchange Commission on October 13, 1995
Registration No. 33-61579
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TIME WARNER INC.
(Exact name of registrant as specified in its charter)
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Delaware 13-1388520
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
75 Rockefeller Plaza
New York, N.Y. 10019
(212) 484-8000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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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)
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Copies to:
William P. Rogers, Jr., Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, N.Y. 10019-7415
(212) 474-1270
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of the registration
statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, please check
the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]-------------------
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
- -------------------
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [X]
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CALCULATION OF REGISTRATION FEE
=============================================================================
Proposed Proposed
Title of Each Maximum Maximum
Class of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Share(1) Price(1) Fee
- -----------------------------------------------------------------------------
Common Stock,
par value $1.00 8,349,732 $44.00(4) $367,388,208 $126,686
per share (2) shares(3)
=============================================================================
(1)Estimated solely for the purpose of calculating the registration fee.
(2)This Registration Statement also relates to (i) the Rights to Purchase
Series A Cumulative Participating Preferred Stock (the "Series A
Preferred Stock") of the Registrant associated with the shares of Common
Stock, par value $1.00 per share, of the Registrant being registered
hereby and (ii) such Series A Preferred Stock. As used herein, the term
"Common Stock" refers to such common stock and rights, collectively.
(3)Plus such indeterminate number of additional shares of Common Stock, par
value $1.00 per share, as may be issuable pursuant to certain anti-
dilution provisions or certain adjustment provisions under the Merger
Agreement described herein.
(4)Calculated in accordance with Rule 457(c) under the Securities Act based
upon the average of the high and low price of the Common Stock on August
2, 1995, as quoted per the New York Stock Exchange Composite Tape.
The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
==========================================================================
<PAGE>
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.
SUBJECT TO COMPLETION, DATED , 1995
Prospectus
TIME WARNER INC.
Common Stock, par value $1.00 per share
This Prospectus relates to 8,349,732 shares of common stock, par
value $1.00 per share and associated rights to purchase Series A
Participating Cumulative Preferred Stock (collectively referred to herein
as the "Common Stock"), of Time Warner Inc., a Delaware corporation (the
"Company"), issued, or issuable upon conversion or exchange of shares of
Series C Convertible Preferred Stock (the "Series C Preferred Stock")
issued, in connection with the acquisition of Summit Communications Group,
Inc. by the Company (the "Acquisition"), which shares of Common Stock are
being offered for sale from time to time pursuant to this Prospectus for
the account of the persons or entities to whom such shares of Common Stock
or Series C Preferred Stock have been issued in connection with the
Acquisition and to certain transferees thereof (the "Selling
Shareholders"). This Prospectus also relates to such indeterminate number
of additional shares of Common Stock as may be issued to the Selling
Shareholders pursuant to the anti-dilution provisions of the Series C
Preferred Stock or certain adjustment provisions contained in the Merger
Agreement described herein.
The Common Stock of the Company is listed on the New York Stock
Exchange ("NYSE") and the Pacific Stock Exchange ("PSE"). On October 10,
1995, the last sale price on the NYSE for one share of Common Stock of the
Company was $38.38.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------
The Common Stock may be offered for sale from time to time by the
Selling Shareholders to or through underwriters or directly to other
purchasers or through agents or brokers in one or more transactions on the
NYSE, PSE or any other securities exchange on which the Common Stock is
traded, in the over-the-counter market, in one or more private
transactions or in a combination of such methods of sale, at prices and on
terms then prevailing, at prices related to such prices or at negotiated
prices. The price at which any of the shares of Common Stock may be sold,
and the commissions, if any, paid in connection with any such sale, are
unknown and may vary from transaction to transaction. See "Plan of
Distribution". It is understood that the Securities and Exchange Commission
(the "Commission") may take the view that, under certain circumstances,
persons effecting resales of Common Stock purchased and dealers or brokers
handling such transactions may be deemed (such persons not so conceding) to
be "underwriters" within the meaning of the Securities Act of 1933, and the
rules and regulations promulgated thereunder (the "Securities Act"), with
respect to such sales.
--------------------
The date of this Prospectus is October , 1995.
<PAGE>
No person has been authorized to give any information or to make
any representations not contained in this Prospectus in connection with the
offer made by this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company or by any underwriter, dealer or agent. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any of the
Common Stock offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. This
Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities other than those to which it relates. Neither
the delivery of this Prospectus nor any sale of or offer to sell the Common
Stock offered hereby shall, under any circumstances, create an implication
that there has been no change in the affairs of the Company since the date
hereof or that the information herein is correct as of any time subsequent
to its date.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by the Company with
the Commission pursuant to the informational requirements of the Exchange
Act can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices
of the Commission: New York Regional Office, 7 World Trade Center, 13th
Floor, New York, New York 10048 and Chicago Regional Office, Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material can also be obtained upon written request
addressed to the Securities and Exchange Commission, Public Reference
Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Such reports, proxy statements and other information can
also be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, and at the offices of the Pacific Stock
Exchange, 301 Pine Street, San Francisco, California 94104, on which the
Common Stock is listed.
This Prospectus forms a part of a registration statement on Form
S-3 (referred to herein, including all amendments and exhibits, as the
"Registration Statement") which the Company has filed under the Securities
Act with respect to the Common Stock. This Prospectus does not contain all
the information otherwise set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of
the Commission. For further information, reference is made to the
Registration Statement and the exhibits filed as part thereof. The
Registration Statement may be inspected at the public reference facilities
maintained by the Commission at the addresses set forth in the preceding
paragraph. Statements contained herein concerning any document filed as an
exhibit are not necessarily complete and, in each instance, reference is
made to the copy of such document filed as an exhibit to the Registration
Statement. Each such statement is qualified in its entirety by such
reference.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. These documents (other than
exhibits to such documents unless such exhibits are specifically
incorporated by reference) are available to any person to whom this
Prospectus is delivered, on written or oral request, without charge.
Requests should be directed to Time Warner Inc., 75 Rockefeller Plaza, New
York, New York 10019, Attention: Shareholder Relations (telephone number
(212) 484-6971).
The following documents filed with the Commission by the Company
(File No. 1-8637) pursuant to the Exchange Act are incorporated by
reference in this Prospectus:
(1) Annual Report on Form 10-K for the year ended December 31,
1994, as amended by Amendment No. 1 thereto dated June 28, 1995 (the
"Time Warner Annual Report");
(2) Quarterly Reports on Form 10-Q for the quarters ended March
31, 1995, and June 30, 1995;
(3) Current Reports on Form 8-K dated January 26, 1995, February
6, 1995, April 1, 1995, May 30, 1995, June 15, 1995, July 6, 1995,
August 14, 1995, August 31, 1995, and September 22, 1995;
(4) The description of the Common Stock contained in Item 4 of
the Company's Registration Statement on Form 8-B filed with the
Commission on December 8, 1983, pursuant to Section 12(b) of the
Exchange Act, as amended by amendments on Form 8 dated January 24,
1984, August 1, 1984, and August 22, 1986 (the "Description of the
Common Stock"); and
(5) The description of the Rights to Purchase Series A
Participating Cumulative Preferred Stock contained in Item 1
("Description of Securities to be Registered") of the Company's
registration statement on Form 8-A and the exhibits attached thereto
filed with the Commission on January 24, 1994 (the "Rights Plan").
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
termination of the offering of the Common Stock offered hereby shall be
deemed to be incorporated by reference into this Prospectus.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that also is
or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
<PAGE>
THE COMPANY
The Company is the largest media and entertainment company in the
world. Its businesses are conducted in five principal areas: Publishing,
Music, Filmed Entertainment, Programming-HBO and Cable. Publishing consists
principally of the publication and distribution of magazines and books;
Music consists principally of the production and distribution of recorded
music and the ownership and administration of music copyrights; Filmed
Entertainment consists principally of the production and distribution of
motion pictures and television programming, the distribution of video
cassettes and the ownership and operation of retail stores and theme parks;
Programming-HBO consists principally of the production and distribution of
pay television and cable programming; and Cable consists principally of the
operation of cable television systems.
The Company was incorporated in the State of Delaware in August
1983 and is the successor to a New York corporation that was originally
organized in 1922. The Company changed its name from Time Incorporated to
Time Warner Inc. following its acquisition of 59.3% of the Common Stock of
Warner Communications Inc. ("WCI") in July 1989. WCI became a wholly owned
subsidiary of the Company in January 1990 upon the completion of the merger
of WCI and a subsidiary of the Company.
Time Warner Entertainment Company, L.P. ("TWE") was formed as a
Delaware limited partnership in 1992 to own and operate substantially all
of the Filmed Entertainment, Programming-HBO and Cable businesses owned and
operated by the Company prior to such date. The Company and certain of its
wholly owned subsidiaries (the "Time Warner General Partners") collectively
own 74.49% of the pro rata priority capital and residual equity interests
in TWE and a wholly owned subsidiary of U S WEST, Inc. owns pro rata priority
capital and residual equity interests in TWE of 25.51%. In addition, the
Time Warner General Partners own directly or indirectly priority capital
interests senior and junior to the pro rata priority capital interests.
The Company has entered into an Agreement and Plan of Merger
dated as of September 22, 1995 (the "TBS Merger Agreement") providing for
the merger of Turner Broadcasting System, Inc. ("TBS") with a wholly owned
subsidiary of the Company and certain related transactions (the "TBS
Transaction"). The TBS Merger Agreement together with certain related
agreements are described in the Company's Current Report on Form 8-K dated
September 22, 1995.
The Company's principal executive offices are located at 75
Rockefeller Plaza, New York, New York 10019, and its telephone number is
(212) 484-8000.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale
from time to time of the Common Stock offered hereby. All proceeds from the
sale of the Common Stock offered hereby will be for the account of the
Selling Shareholders, as described below. See "Selling Shareholders" and
"Plan of Distribution" described below.
<PAGE>
DESCRIPTION OF THE COMMON STOCK
The following general summary of the Common Stock is qualified in
its entirety by reference to the Company's Restated Certificate of
Incorporation, as amended (the "Certificate of Incorporation"), which is an
exhibit to the Registration Statement of which this Prospectus is a part.
The Company is authorized by the Certificate of Incorporation to
issue 750,000,000 shares of Common Stock and 250,000,000 shares of
preferred stock, par value $1.00 per share. On September 30, 1995,
387,404,816 shares of Common Stock (excluding approximately 45.7 million
shares of Common Stock held as treasury shares by the Company, as to which
approximately 43.7 million were held by wholly owned subsidiaries of the
Company) were issued and outstanding and approximately 148 million shares
were reserved for issuance upon exercise of outstanding stock options and
warrants and conversion of outstanding convertible securities. Also,
as of October 10, 1995, 464,638 shares of the Company's Series B
Preferred Stock, 3,264,508 shares of Series C Preferred Stock, 11,000,000
shares of Series D Preferred Stock, 6,200,000 shares of Series G Preferred
Stock, 1,800,000 shares of Series H Preferred Stock and 7,000,000 shares of
Series I Preferred Stock were issued and outstanding. Upon consummation of
the pending acquisition by the Company of Cablevision Industries
Corporation and certain affiliated entities, the Company will have
outstanding approximately 2.5 million additional shares of Common Stock and
approximately 3.25 million shares of Series E Preferred Stock and 3.25
million shares of Series F Preferred Stock. The Series C, D, E, F, G, H and
I Preferred Stock are or will be, as the case may be, convertible in the
aggregate into approximately 74.5 million shares of Common Stock. Each such
series of Preferred Stock has a liquidation value of $100 per share and
will receive, for a period of five years with respect to the Series C and E
Preferred Stock and for a period of four years with respect to the Series
D, F, G, H and I Preferred Stock, an annual dividend per share equal to the
greater of $3.75 and an amount equal to the dividends paid on the Common
Stock into which such share of Preferred Stock may be converted. The Series
C, D, E, F, G and I Preferred Stock are or will be, as the case may be,
entitled to vote with the Common Stock on matters submitted to a vote of
stockholders and will have two votes per share in any such matter. For a
discussion of the Series C, D, E and F Preferred Stock and the Series G, H
and I Preferred Stock reference is made to the Company's Current Reports on
Form 8-K dated August 14, 1995 and August 31, 1995, respectively. Upon the
consummation of the TBS Transaction, the Company would issue an additional
171.3 million shares of Common Stock and approximately 13 million stock
options (plus additional shares of equity securities economically
equivalent to 5 million shares of Common Stock). A portion of the Common
Stock issued in the TBS Transaction will be exchanged for other equity
securities of the Company that are economically equivalent to Common Stock.
Additional information on the TBS Transaction is set forth in the Company's
Current Report on Form 8-K dated September 22, 1995.
The holders of the Common Stock are entitled to receive dividends
when, as and if declared by the Board of Directors of the Company out of
funds legally available therefore, subject to the rights of any preferred
stock at the time outstanding.
The holders of the Common Stock are entitled to one vote for each
share on all matters voted on by stockholders, including elections of
directors. The holders of the Common Stock do not have any cumulative
voting, conversion, redemption or preemptive rights. In the event of
<PAGE>
dissolution, liquidation or winding up of the Company, holders of the
Common Stock will be entitled to share ratably in any assets remaining
after the satisfaction in full of the prior rights of creditors, including
holders of the Company's indebtedness, and the aggregate liquidation
preference of any preferred stock then outstanding.
Pursuant to the Company's Certificate of Incorporation, provided
that full dividends on all outstanding shares of any series of the
Company's preferred stock have been paid, outstanding shares of Common
Stock may be redeemed by action of the Company's Board of Directors to the
extent necessary to prevent the loss of any governmental license or
franchise, the holding of which is conditioned upon stockholders possessing
prescribed qualifications.
The Common Stock is listed on the New York Stock Exchange, the
Pacific Stock Exchange and the International Stock Exchange of the United
Kingdom and the Republic of Ireland, Ltd. Chemical Bank is the transfer
agent and registrar for the Common Stock.
Each share of Common Stock has associated with it one right (a
"Right") to purchase one one-thousandth of a share of Series A
Participating Cumulative Preferred Stock (or in certain cases other
securities) of the Company. The terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") dated as of January 20, 1994,
between the Company and Chemical Bank, as Rights Agent. Prior to the
occurrence of certain events, including a determination by the Board of
Directors following the public disclosure of a tender or exchange offer for
shares of Common Stock representing 15% or more of the outstanding shares
of the Common Stock, the Rights will not be represented by separate
certificates and will be transferable with and only with the associated
Common Stock.
Pursuant to the Rights Agreement, in the event that, among other
things, a third party acquires beneficial ownership of 15% or more of the
outstanding shares of the Common Stock, each holder of Rights will be
entitled to purchase securities of the Company having a market value equal
to twice the purchase price thereof. In certain circumstances, including an
acquisition involving 50% or more of the assets or earning power of the
Company, the Rights will become exercisable to purchase common shares of
the acquiror having a market value equal to twice the purchase price
thereof. In addition, Rights held by an Acquiring Person (as defined in the
Rights Agreement) will become null and void, nontransferable and
nonexercisable.
The Rights Agreement provides that the Rights will not become
exercisable in the event of a Qualifying Offer. A "Qualifying Offer" is
defined as an all-cash tender offer for all outstanding shares of the
Common Stock that meets certain fairness requirements, including the
provision of a written opinion of a nationally recognized investment
banking firm stating that the price to be paid to stockholders pursuant to
the offer is fair from a financial point of view.
Subject to certain limitations, the Company may redeem the Rights
in whole, but not in part, at a price of $.01 per Right. The Rights will
expire on January 20, 2004, unless earlier redeemed by the Company.
Concurrent with the closing of TBS Transaction, the Company expects to
amend the Rights Agreement in the manner described in the Company's Current
Report on Form 8-K dated September 22, 1995.
<PAGE>
The foregoing summary of certain terms of the Rights does not
purport to be complete and is subject to, and is qualified in its entirety
by reference to, the Rights Agreement, a copy of which is on file with the
Commission.
THE ACQUISITION
On May 2, 1995 (the "Closing Date"), Summit Communications Group
Inc., a Delaware corporation ("Summit"), was acquired by the Company and
became a wholly owned subsidiary of the Company (the "Acquisition"),
pursuant to the Agreement and Plan of Merger dated as of September 12, 1994
(the "Merger Agreement"). In connection with the Acquisition, the Company
issued to Selling Shareholders 1,550,936 shares of Common Stock and
3,264,508 shares of a newly issued series of convertible preferred stock,
the Series C Preferred Stock.
In connection with the Acquisition, the Company entered into a
Registration Rights Agreement dated as of May 2, 1995 (the "Registration
Rights Agreement"), granting Selling Shareholders certain registration
rights with respect to the Common Stock (or in certain cases other
securities) issued (i) in connection with the Acquisition, (ii) pursuant to
the conversion or exchange provisions of the Series C Preferred Stock
issued in connection with the Acquisition or the anti- dilution provisions
of such Series C Preferred Stock, and (iii) in respect of shares covered by
the foregoing clauses (i) and (ii) by way of a stock dividend, stock split,
or in connection with a merger, consolidation or otherwise. In connection
with the Acquisition, the Company, Summit and the Selling Shareholders
entered into a Stockholders' Agreement dated as of May 2, 1995 (the
"Stockholders' Agreement"), pursuant to which the Selling Shareholders
granted the Company certain call options and received from the Company
certain put options relating to the Series C Preferred Stock held by the
Selling Shareholders.
The Series C Preferred Stock issued to Selling Shareholders has a
liquidation value of $100 per share, is convertible into 6,798,796 million
shares of Common Stock at a conversion price of $48 per share, receives for
five years an annual dividend per share equal to the greater of $3.75 and
an amount equal to the dividends paid on the Common Stock into which a
share of Series C Preferred Stock may be converted, and is redeemable for
cash at the liquidation value plus unpaid dividends after five years, or
exchangeable for Common Stock by the Selling Shareholder beginning after
the third year and by Time Warner after the fourth year at the stated
conversion price plus a declining premium in years four and five and no
premium thereafter.
SELLING SHAREHOLDERS
The following table sets forth as of August 2, 1995 the name of
each Selling Shareholder, the nature of any position, office or other
material relationship that such Selling Shareholder has had within the past
three years with the Company or any of its affiliates, and the number of
shares of Common Stock which each such Selling Shareholder owned as of the
date of this Prospectus (assuming the immediate conversion of all Series C
Preferred Stock held by each such Selling Stockholder). The table also sets
forth the number of shares of Common Stock owned by
<PAGE>
each Selling Shareholder (assuming the immediate conversion of all Series C
Preferred Stock held by each such Selling Stockholder) which may be offered
for sale from time to time by this Prospectus and the number of shares of
Common Stock to be held by each such Selling Shareholder assuming the sale
of all the Common Stock offered hereby. The Company may amend or supplement
this Prospectus from time to time to update the disclosure set forth herein
or to disclose the names and relationships to the Company of additional
Selling Shareholders (including persons who may be donees or other
transferees of the Selling Shareholders named below) and the holdings of
Common Stock of such additional Selling Shareholders.
Number of
Number of Shares of
Number of Shares of Common Stock
Shares of Common Stock Owned Assuming
Name and Common Stock Which May Be the Sale of All
Relationship to Owned as of Sold Pursuant to of the Shares
the Company, if any August 2, 1995 This Prospectus Offered Hereby
-------------- ---------------- ---------------
Trust for the benefit of 1,967,005(1) 1,967,005 0
Gordon Gray Jr.,
Wachovia Bank and
Trust Company, Trustee
Trust for the benefit of 1,967,005(1) 1,967,005 0
C. Boyden Gray,
Wachovia Bank and
Trust Company, Trustee
Trust for the benefit of 1,967,005(1) 1,967,005 0
Burton C. Gray,
Wachovia Bank and
Trust Company, Trustee
Trust for the benefit of 1,967,005(1) 1,967,005 0
Bernard Gray, Wachovia
Bank and Trust
Company, Trustee
The Nancy McGuire 481,712(2) 481,712 0
Gray Trust U/A, Nancy
McGuire Gray, Trustee
--------- --------- ---------
Total 8,349,732 8,349,732 0
- -------------
(1) The trusts for the benefit of Gordon Gray, Jr., C. Boyden Gray, Burton
C. Gray and Bernard Gray each own 365,365 shares of Common Stock and
769,043 shares of Series C Preferred Stock, which, based on the current
conversion rate applicable to the Series C Preferred Stock (the "Conversion
Rate"), would convert into 1,601,640 shares of Common Stock for each such
holder. The number of shares indicated as being held by each such Selling
Shareholder includes 146,870 shares of Common Stock (the "Escrowed
Shares"), which are held in escrow for each such Selling Shareholder
pursuant to the Stock Escrow Agreement entered into in connection with the
Acquisition. Subject to the satisfaction of certain indemnification
obligations of each such Selling Shareholder, such Escrowed Shares shall be
delivered to the relevant Selling Shareholders in accordance with the terms
of the Stock Escrow Agreement.
(2) The Nancy McGuire Gray Trust U/A owns 89,476 shares of Common Stock and
188,336 shares of Series C Preferred Stock which, based on the Conversion
Rate, would convert into 392,236 shares of Common Stock.
<PAGE>
PLAN OF DISTRIBUTION
The Common Stock covered by this Prospectus may be offered for
sale by the Selling Shareholders from time to time subject to applicable
provisions of the Registration Rights Agreement. Pursuant to provisions of
the Registration Rights Agreement, this Prospectus shall not be available
for the offer and sale of Common Stock during the Blackout Periods and
Holdback Periods which are described below. Pursuant to provisions of the
Registration Rights Agreement, the Company is required to maintain the
effectiveness of the Registration Statement to which this Prospectus
relates for a period of up to 36 calendar months.
Under the terms of the Registration Rights Agreement and subject
to certain limitations set forth therein, the Company may determine that
the Registration Statement to which this Prospectus relates will not be
usable by Selling Shareholders for reasonable periods of time not in excess
of 90 consecutive days (a "Blackout Period"), if the Company (i) determines
in good faith that the registration and distribution of the Common Stock or
the use of this Prospectus would interfere with or require premature
disclosure of any pending financing, acquisition, corporate reorganization
or other corporate development involving the Company or any of its
subsidiaries, and (ii) promptly gives the Selling Shareholders written
notice containing a general statement of the reasons for the postponement
or restriction on use of the Registration Statement and an approximation of
the length of the anticipated delay. The Registration Rights Agreement
provides that the number of days included in all Blackout Periods during
any consecutive twelve months may not exceed 180 days.
The Registration Rights Agreement also provides that, subject to
certain limitations set forth therein, the Company may require Selling
Shareholders to refrain for a specified period of time from any public sale
or distribution of the Common Stock covered by this Prospectus (a
"Holdback"), if the Company (i) has filed a registration statement relating
to its Common Stock or certain related securities, and (ii) advises Selling
Shareholders with reasonable prior notice that the Company or the Company's
underwriters have determined that the public sale or distribution of the
Common Stock covered by this Prospectus would adversely affect the
securities offered by the registration statement referred to in clause (i).
Under the provisions of the Registration Rights Agreement, such Holdback
shall be in effect for a period of 10 days before and 90 days after the
effective date of the registration statement referred to in clause (i).
The Common Stock covered by this Prospectus may be offered for
sale from time to time by the Selling Shareholders to or through
underwriters or directly to other purchasers or through agents in one or
more transactions on any exchange on which the Common Stock is traded, in
the over-the-counter market, in one or more private transactions or in a
combination of such methods of sale, at prices and on terms then
prevailing, at prices related to such prices or at negotiated prices. Such
methods of distribution may include, without limitation: (a) a block trade
in which the broker-dealer so engaged will attempt to sell the Common Stock
as agent but may position and resell a portion of the block as a principal
to facilitate the transaction; (b) purchases by a broker-dealer as a
principal and resale by such broker-dealer for its own account pursuant to
this Prospectus; and (c) ordinary brokerage transactions and transactions
in which the broker solicits purchasers. This Prospectus may be amended and
supplemented from time to time to describe a specific plan of distribution.
<PAGE>
In connection with distributions of the Common Stock or
otherwise, the Selling Shareholders may enter into hedging transactions
with broker-dealers or other financial institutions. In connection with
such transactions, broker-dealers or other financial institutions may
engage in short sales of Common Stock in the course of hedging the
positions they assume with Selling Shareholders. The Selling Shareholders
may also sell Common Stock short and redeliver the shares to close out such
short positions. The Selling Shareholders may also enter into options or
other transactions with broker-dealers or other financial institutions
which require the delivery to such broker-dealer or financial institution
of the Common Stock offered hereby, which Common Stock such broker-dealer
or other financial institutions may, subject to the Stockholder's
Agreement, resell pursuant to this Prospectus (as supplemented or amended
to reflect such transaction). The Selling Shareholders may also pledge the
shares registered hereunder to a broker-dealer or other financial
institution and, upon a default, such broker-dealer or other financial
institution may, subject to the Stockholders' Agreement, effect sales of
the pledged Common Stock pursuant to this Prospectus. In addition, any
Common Stock covered by this Prospectus that qualifies for sale pursuant to
Rule 144 may be sold under Rule 144 under the Securities Act rather than
pursuant to this Prospectus.
Brokers, dealers or agents may receive compensation in the form
of commissions, discounts or concessions from Selling Shareholders in
amounts to be negotiated in connection with sales pursuant hereto. Any such
remuneration will be disclosed in a prospectus or prospectus supplement
filed under the Securities Act. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within
the meaning of the Securities Act, in connection with such sales and any
such commission, discount or concession may be deemed to be underwriting
discounts or commissions under the Securities Act.
Certain costs, expenses and fees in connection with the
registration of the Common Stock, including certain costs of legal counsel
for the Selling Shareholders, will be borne by the Company. Commissions,
discounts and transfer taxes, if any, attributable to the sales of the
Common Stock will be borne by the Selling Shareholders, as may a portion of
the costs of legal counsel for the Selling Shareholders. The Selling
Shareholders have agreed to indemnify the Company or any underwriter, as
the case may be, and any of their respective affiliates, directors,
officers and controlling persons, against certain liabilities in connection
with the offering of the Common Stock pursuant to this Prospectus,
including liabilities arising under the Securities Act. In addition, the
Company has agreed to indemnify the Selling Shareholders or any
underwriter, as the case may be, and any of their respective affiliates,
directors, officers and controlling persons, against certain liabilities in
connection with the offering of the Common Stock pursuant to this
Prospectus, including liabilities arising under the Securities Act.
EXPERTS
The consolidated financial statements of the Company and TWE
appearing in the Time Warner Annual Report, and the combined financial
statements of the Time Warner Service Partnerships incorporated by
reference therein, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon set forth therein and
incorporated herein by
<PAGE>
reference. Such financial statements have been incorporated herein by
reference in reliance upon such reports given upon the authority of such
firm as experts in accounting and auditing.
The financial statements of Summit Communications Group, Inc. as
of December 31, 1993 and 1994, and for the three years ended December 31,
1994, incorporated by reference in the Prospectus, have been audited by
Deloitte & Touche LLP, independent auditors, as set forth in their report
thereon and incorporated herein by reference. Such financial statements are
incorporated herein by reference in reliance upon such report and upon the
authority of such firm as experts in accounting and auditing.
The financial statements of Newhouse Broadcasting Cable Division
of Newhouse Broadcasting Corporation and subsidiaries as of July 31, 1993
and 1994, and for the three years ended July 31, 1994, incorporated by
reference in this Prospectus, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon and incorporated
herein by reference. Such financial statements are incorporated herein by
reference in reliance upon such report and upon the authority of such firm
as experts in accounting and auditing.
The financial statements of Vision Cable Division of Vision Cable
Communications, Inc. and subsidiaries as of December 31, 1993 and 1994, and
for the three years ended December 31, 1994, incorporated by reference in
this Prospectus, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon and incorporated herein by
reference. Such financial statements are incorporated herein by reference
in reliance upon such report and upon the authority of such firm as experts
in accounting and auditing.
The financial statements of Cablevision Industries Corporation as
of December 31, 1993 and 1994, and for the three years ended December 31,
1994, incorporated by reference in this Prospectus, have been audited by
Arthur Andersen LLP, independent public accountants, as set forth in their
report thereon and incorporated herein by reference. Such financial
statements are incorporated herein by reference in reliance upon such
report and upon the authority of such firm as experts in accounting and
auditing.
The financial statements of Cablevision Industries Limited
Partnership and combined entities as of December 31, 1993 and 1994, and for
the three years ended December 31, 1994, incorporated by reference in this
Prospectus, have been audited by Arthur Andersen LLP, independent public
accountants, as set forth in their report thereon and incorporated herein
by reference. Such financial statements are incorporated herein by
reference in reliance upon such report and upon the authority of such firm
as experts in accounting and auditing.
The financial statements of KBLCOM Incorporated as of December
31, 1993 and 1994, and for the three years ended December 31, 1994,
incorporated by reference in this Prospectus, have been audited by Deloitte
& Touche LLP, independent auditors, as set forth in their report thereon
and incorporated herein by reference. Such financial statements are
incorporated herein by reference in reliance upon such report and upon the
authority of such firm as experts in accounting and auditing.
<PAGE>
The financial statements of Paragon Communications as of December
31, 1993 and 1994, and for the three years ended December 31, 1994,
incorporated by reference in this Prospectus, have been audited by Price
Waterhouse LLP, independent accountants, as set forth in their report
thereon and incorporated herein by reference. Such financial statements are
incorporated herein by reference in reliance upon such report and upon the
authority of such firm as experts in accounting and auditing.
The financial statements of Turner Broadcasting System, Inc. as
of December 31, 1993 and December 31, 1994, and for the three years ended
December 31, 1994, incorporated by reference in this Prospectus, have been
audited by Price Waterhouse LLP, independent accountants, as set forth in
their report thereon and incorporated herein by reference. Such financial
statements are incorporated herein by reference in reliance upon such
report and upon the authority of such firm as experts in accounting and
auditing.
LEGAL MATTERS
Certain legal matters relating to the Common Stock offered hereby
were passed upon for the Company by Cravath, Swaine & Moore, Worldwide
Plaza, 825 Eighth Avenue, New York, New York, counsel to the Company.
--------------------------
The following information is being disclosed pursuant to Florida
law and is accurate as of the date of the Prospectus: A subsidiary of the
Company pays royalties to Artex, S.A., a corporation organized under the
laws of Cuba, in connection with the distribution in the United States of
certain Cuban musical recordings. Current information concerning this
matter may be obtained from the State of Florida Department of Banking &
Finance, The Capital, Tallahassee, Florida 32399-0350, 904-488-9805.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
SEC registration fee .................................. $126,686
Printing and engraving expenses ....................... 0*
Accounting fees ....................................... 25,000*
Legal fees ............................................ 87,500*
Qualification under state securities laws ............. 8,500*
Miscellaneous ......................................... 0*
========
$247,686
- ---------------------
* Estimated and subject to future contingencies.
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify directors and officers as well as
other employees and individuals against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation -- a "derivative action"), if they acted in good faith and
in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceedings, had no reasonable cause to believe their conduct was unlawful.
A similar standard is applicable in the case of derivative actions, except
that indemnification only extends to expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or
settlement of such action, and the statute requires court approval before
there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The statute provides that it is
not exclusive of other indemnification that may be granted by a
corporation's charter, by-laws, disinterested director vote, stockholder
vote, agreement or otherwise.
Article VI of By-Laws of the Company requires indemnification to
the fullest extent permitted under Delaware law of any person who is or was
a director or officer of the Company who is or was involved or threatened
to be made so involved in any action, suit or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that such
person is or was serving as a director, officer or employee of the Company
or any predecessor of the Company or was serving at the request of the
Company as a director, officer or employee of any other enterprise.
Section 102(b)(7) of the DGCL permits a provision in the
certificate of incorporation of each corporation organized thereunder, such
as the Company, eliminating or limiting, with certain exceptions, the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Section 1,
Article X of the Certificate of
<PAGE>
Incorporation of the Company eliminates the liability of directors to the
extent permitted by Section 102(b)(7).
The foregoing statements are subject to the detailed provisions
of Section 145 and 102(b)(7) of the DGCL, Article VI of such By-laws and
Section 1, Article X of such Certificate of Incorporation, as applicable.
The Company's Directors' and Officers' Liability and
Reimbursement Insurance Policy is designed to reimburse the Company for
any payments made by it pursuant to the foregoing indemnification. Such
policy has coverage of $50,000,000.
Item 16. Exhibits
4.1 Restated Certificate of Incorporation of the Company as
filed with the Secretary of State of the State of
Delaware on May 26, 1993 (which is incorporated herein
by reference to Exhibit 3 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1993).
4.2 Certificate of Ownership and Merger merging TWE
Holdings Inc. into the Company as filed with the
Secretary of State of the State of Delaware on
September 24, 1993 (which is incorporated herein by
reference to Exhibit 3.(i)(b) to the Company's Annual
Report on Form 10-K for the year ended December 31,
1993 (the "Company's 1993 Form 10-K")).
4.3 Certificate of the Voting Powers, Designations,
Preferences and Relative Participating, Optional and
Other Rights and Qualifications of Series A
Participating Cumulative Preferred Stock of the Company
as filed with the Secretary of State of the State of
Delaware on January 26, 1994 (which is incorporated
herein by reference to Exhibit 3.(i)(c) to the
Company's 1993 Form 10-K).
4.4 By-laws of the Company, as amended through March 18,
1993 (which is incorporated herein by reference to
Exhibit 3.3 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1992).
4.5 Rights Agreement dated as of January 20, 1994, between
the Company and Chemical Bank, as Rights Agent (which
is incorporated herein by reference to Exhibit 4(a) to
the Company's Current Report on Form 8-K dated January
20, 1994).
<PAGE>
4.6 Specimen Certificate of the Company's Common Stock
(which is incorporated herein by reference to Exhibit
4.1 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1991).
5 Opinion with consent of Cravath, Swaine & Moore,
counsel of the Company (which was previously filed with
this Registration Statement).
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.
23.3 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.4 Consent of Deloitte & Touche LLP, Independent Auditors.
23.5 Consent of Price Waterhouse LLP, Independent
Accountants.
23.6 Consent of Price Waterhouse LLP, Independent
Accountants.
23.7 Consent of Cravath, Swaine & Moore, counsel of the
Company (included in Exhibit 5).
24 Powers of Attorney (which was previously filed with
this Registration Statement).
<PAGE>
Item 17. Undertakings.
A. Undertaking Pursuant to Rule 415.
The Company hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Regis- tration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply
if the Registration Statement is on Form S-3 and the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") that are incorporated by reference in the
Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post- effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
B. Undertaking Regarding Filings Incorporating Subsequent
Exchange Act Documents by Reference.
The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
<PAGE>
C. Undertaking in Respect of Indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions described and the
documents referenced under Item 15 above, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of
New York, on the 13th day of October, 1995.
TIME WARNER INC.,
By: /s/ Peter R. Haje
-------------------------
Peter R. Haje
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement (on Form S-3) has been signed on
the 13th day of October, 1995 by the following persons in the capacities
and on the date indicated:
Signature Title
*
- -------------------------- Director,
Gerald M. Levin Chairman of the Board and
Chief Executive Officer
*
- -------------------------- Director and President
Richard D. Parsons
*
- -------------------------- Senior Vice President and Chief
Richard J. Bressler Financial Officer
<PAGE>
Signature Title
/s/ John A. LaBarca
- -------------------------- Vice President and Controller
John A. LaBarca
*
- -------------------------- Director
Merv Adelson
*
- -------------------------- Director
Lawrence B. Buttenwieser
*
- -------------------------- Director
Edward S. Finkelstein
*
- -------------------------- Director
Beverly Sills Greenough
*
- -------------------------- Director
Carla A. Hills
*
- -------------------------- Director
David T. Kearns
<PAGE>
Signature Title
*
- -------------------------- Director
Henry Luce III
*
- -------------------------- Director
Reuben Mark
*
- -------------------------- Director
Michael A. Miles
*
- -------------------------- Director
J. Richard Munro
*
- -------------------------- Director
Donald S. Perkins
*
- -------------------------- Director
Raymond S. Troubh
*
- -------------------------- Director
Francis T. Vincent, Jr.
*By /s/Peter R. Haje
--------------------
(Attorney-in-Fact)
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
No. Description Numbered Page
4.1 Restated Certificate of *
Incorporation of the Company as
filed with the Secretary of State
of the State of Delaware on May 26,
1993 (which is incorporated herein
by reference to Exhibit 3 to the
Company's Quarterly Report on Form
10-Q for the quarter ended June 30,
1993).
4.2 Certificate of Ownership and Merger *
merging TWE Holdings Inc. into the
Company as filed with the Secretary
of State of the State of Delaware
on September 24, 1993 (which is
incorporated herein by reference to
Exhibit 3.(i)(b) to the Company's
Annual Report on Form 10-K for the
year ended December 31, 1993 (the
"Company's 1993 Form 10-K")).
4.3 Certificate of the Voting Powers, *
Designations, Preferences and
Relative Participating, Optional
and Other Rights and Qualifications
of Series A Participating
Cumulative Preferred Stock of the
Company as filed with the Secretary
of State of the State of Delaware
on January 26, 1994 (which is
incorporated herein by reference to
Exhibit 3.(i)(c) to the Company's
1993 Form 10-K).
4.4 By-laws of the Company, as amended *
through March 18, 1993 (which is
incorporated herein by reference to
Exhibit 3.3 to the Company's Annual
Report on Form 10-K for the year
ended December 31, 1992).
4.5 Rights Agreement dated as of *
January 20, 1994 between the
Company and Chemical Bank, as
Rights Agent (which is incorporated
herein by reference to Exhibit 4(a)
to the Company's Current Report on
Form 8-K dated January 20, 1994).
4.6 Specimen Certificate of the *
Company's Common Stock (which is
incorporated herein by reference to
<PAGE>
Exhibit 4.1 to the Company's Annual
Report on Form 10-K for the year
ended December 31, 1991).
5 Opinion with consent of Cravath, *
Swaine & Moore, counsel of the
Company (which was previously filed
with this Registration Statement).
23.1 Consent of Ernst & Young LLP,
Independent Auditors.
23.2 Consent of Deloitte & Touche LLP,
Independent Auditors.
23.3 Consent of Arthur Andersen LLP,
Independent Public Accountants.
23.4 Consent of Deloitte & Touche LLP,
Independent Auditors.
23.5 Consent of Price Waterhouse LLP,
Independent Accountants.
23.6 Consent of Price Waterhouse LLP,
Independent Accountants.
23.7 Consent of Cravath, Swaine & Moore,
counsel of the Company (included in
Exhibit 5).
24 Powers of Attorney (which was *
previously filed with this
Registration Statement).
- ---------------
* Previously filed with the Commission and incorporated in the Registration
Statement by reference.
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the references to our firm under the caption
"Experts" in Amendment No. 1 to the Registration Statement
on Form S-3 and related Prospectus of Time Warner Inc.
("TWI") for the registration of 8,349,732 Shares of Time
Warner Common Stock, and to the incorporation by reference
therein of (i) our reports dated February 7, 1995 with
respect to the consolidated financial statements and
schedule of TWI and Time Warner Entertainment Company, L.P.
included in TWI's Annual Report on Form 10-K for the year
ended December 31, 1994, as amended by Amendment No. 1
thereto dated June 28, 1995 ("TWI's 1994 Form 10-K"), (ii)
our report dated March 3, 1995 with respect to the combined
financial statements of the Time Warner Service Partnerships
incorporated by reference in TWI's 1994 Form 10-K, and (iii)
our reports dated July 28, 1995 with respect to the
financial statements of Newhouse Broadcasting Cable Division
of Newhouse Broadcasting Corporation and Subsidiaries for
each of the three years in the period ended July 31, 1994,
and Vision Cable Division of Vision Cable Communications,
Inc. and Subsidiaries for each of the three years in the
period ended December 31, 1994, included in the Current
Report on Form 8-K of TWI dated August 14, 1995, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
New York, New York
October 9, 1995
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Amendment No. 1 to Registration Statement No. 33-61579 of
Time Warner Inc. on Form S-3 of our report dated March 10,
1995, with respect to the consolidated financial statements
of Summit Communications Group, Inc. incorporated by
reference in the Form 8-K of Time Warner Inc. dated May 30,
1995, and to the reference to us under the heading "Experts"
in the Prospectus, which is part of such Registration
Statement.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
Atlanta, Georgia
October 9, 1995
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
use of our reports and to all references to our Firm
included in or made a part of this Registration Statement
File No. 33-61579 on Form S-3.
/s/ Arthur Andersen LLP
-------------------------
ARTHUR ANDERSEN LLP
Stamford, Connecticut,
October 9, 1995
Exhibit 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Amendment No. 1 to Registration Statement No. 33-61579 of
Time Warner Inc. on Form S-3 of our report dated April 20,
1995, with respect to the consolidated financial statements
of KBLCOM Incorporated appearing in the Form 8-K of Time
Warner Inc. dated May 30, 1995, and to the reference to us
under the heading "Experts" in the Prospectus, which is part
of such Registration Statement.
/s/Deloitte & Touche LLP
- ------------------------
DELOITTE & TOUCHE LLP
Houston, Texas
October 9, 1995
Exhibit 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Amendment No. 1 to
Registration Statement No. 33-61579 on Form S-3 of Time
Warner Inc. of our report dated February 15, 1995, which
appears on page 53 of Turner Broadcasting System, Inc.'s
1994 Annual Report to Shareholders, which is incorporated by
reference in Turner Broadcasting System, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1994 and
which report has been incorporated by reference in the
Current Report on Form 8-K of Time Warner Inc. dated
September 22, 1995. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
/s/Price Waterhouse LLP
- -----------------------
PRICE WATERHOUSE LLP
Atlanta, Georgia
October 9, 1995
Exhibit 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of the Amendment No. 1 to
Registration Statement on Form S-3 of Time Warner Inc.,
relating to 8,349,732 shares of Common Stock to be issued in
connection with the acquisiton of Summit Communications
Group Inc., of our report on the Paragon Communications
financial statements and schedule dated January 19, 1995,
except as to Note 6, which is as of January 27, 1995, which
appears on page F-82 of the Annual Report on Form 10-K of
Time Warner Entertainment Company, L.P. for the year ended
December 31, 1994, which is incorporated by reference in the
Time Warner Inc. Annual Report on Form 10-K for the year
ended December 31, 1994. We also consent to the reference to
us under the heading "Experts" in such Prospectus.
/s/Price Waterhouse LLP
- -----------------------
PRICE WATERHOUSE LLP
Denver, Colorado
October 9, 1995
