SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20546
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FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
TIME WARNER FINANCING TRUST
DELAWARE Applied for
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(State of incorporation or (IRS Employer
organization) Identification No.)
75 Rockefeller Plaza, New York, New York 10019
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(Address of principal executive offices) (Zip Code)
TIME WARNER INC.
DELAWARE 13-1388520
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(State of incorporation or (IRS Employer
organization) Identification No.)
75 Rockefeller Plaza, New York, New York 10019
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Exchangeable New York Stock Exchange, Inc.
Redemption Cumulative
Securities
Securities to be registered pursuant to Section 12(g) of the
Act: None
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Item 1. Description of Securities to be Registered.
The terms and provisions of (a) the 12,057,561 Preferred
Exchangeable Redemption Cumulative Securities (the "PERCS'r'"), representing
undivided beneficial interests in the assets of Time Warner Financing Trust (the
"Trust"), a statutory business trust created under the laws of the State of
Delaware, (b) the related guarantee thereof by Time Warner Inc., a Delaware
corporation ("Time Warner"), and (c) the right of Time Warner to require the
holders of PERCS subject to mandatory redemption or called for early redemption
to exchange their PERCS for shares of common stock, par value $.50 per share, of
Hasbro, Inc., are described in the Preliminary Prospectus of the Trust and Time
Warner Inc. dated August 4, 1995, filed with the Securities and Exchange
Commission (the "Commission") as part of the Registration Statement
(Registration Nos. 33-60203 and 33-60203-01) on Form S-3 (as amended by
Amendment No. 1 thereto dated July 19, 1995, and Amendment No. 2 thereto dated
August 4, 1995, the "Registration Statement") which is incorporated herein by
reference.
Item 2. Exhibits.
1. Preliminary Prospectus dated August 4, 1995, subject to
completion, included in the Registration Statement and hereby incorporated by
reference herein along with any subsequent preliminary prospectuses and the
final prospectus filed with the Commission as each may be amended from time to
time.
2. Certificate of Trust dated June 7, 1995, of the Trust
(incorporated by reference to Exhibit 4.1 to the Registration Statement).
3. Declaration of Trust dated June 7, 1995, of
the Trust (incorporated by reference to Exhibit 4.2 to the
Registration Statement).
4. Form of Amended and Restated Declaration of
Trust of the Trust (incorporated by reference to Exhibit 4.3
to the Registration Statement).
5. Form of the PERCS (included in Exhibit 3).
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6. Form of Guarantee Agreement with respect to
the PERCS (incorporated by reference to Exhibit 4.6 to the
Registration Statement).
7. Form of Indenture between Time Warner and Chemical Bank, as
Trustee (incorporated by reference to Exhibit 4.4 to the Registration
Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrants have duly caused this registration
statement to be signed on their behalf by the undersigned, thereunto duly
authorized.
TIME WARNER INC.
by
/s/ Thomas W. McEnerney
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Name: Thomas W. McEnerney
Title: Vice President
Dated: August 8, 1995
TIME WARNER FINANCING TRUST
by TIME WARNER INC., as
Sponsor
by
/s/ Thomas W. McEnerney
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Name: Thomas W. McEnerney
Title: Vice President
Dated: August 8, 1995
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INDEX TO EXHIBITS
1. Preliminary Prospectus dated August 4, 1995, subject to
completion, included in the Registration Statement (Registration Nos. 33-60203
and 33-60203-01) (as amended by Amendment No. 1 thereto dated July 19, 1995, and
Amendment No. 2 thereto dated August 4, 1995, the "Registration Statement") on
Form S-3, and hereby incorporated by reference herein along with any subsequent
preliminary prospectuses and the final prospectus filed with the Commission.
2. Certificate of Trust dated June 7, 1995, of the Trust
(incorporated by reference to Exhibit 4.1 to the Registration Statement).
3. Declaration of Trust dated June 7, 1995, of
the Trust (incorporated by reference to Exhibit 4.2 to the
Registration Statement).
4. Form of Amended and Restated Declaration of
Trust of the Trust (incorporated by reference to Exhibit 4.3
to the Registration Statement).
5. Form of Preferred Securities (included in
immediately preceding exhibit).
6. Form of Guarantee Agreement with respect to
the PERCS (incorporated by reference to Exhibit 4.6 to the
Registration Statement).
7. Form of Indenture between Time Warner and Chemical Bank, as
Trustee (incorporated by reference to Exhibit 4.4 to the Registration
Statement).
STATEMENT OF DIFFERENCES
The Registered Trademark shall be expressed as 'r'
