As filed with the Securities and Exchange Commission on August 1, 1995
Registration No. 33-
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
TIME WARNER INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-1388520
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
75 Rockefeller Plaza
New York, New York 10019
(212) 484-8000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
---------------------------
AMERICAN TELEVISION AND COMMUNICATIONS
CORPORATION STOCK OPTION PLAN
(Full title of the plan)
---------------------------
Peter R. Haje
Time Warner Inc.
75 Rockefeller Plaza
New York, NY 10019
(212) 484-8000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
---------------------------
Copies to:
William P. Rogers, Jr.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
---------------------------
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement on
Form S-8.
---------------------------
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, check the following box. [x]
CALCULATION OF REGISTRATION FEE
Proposed
maximum Proposed
Amount offering maximum Amount of
Title of securities to be price aggregate registration
to be registered registered(1) per unit(1) offering price(1) fee
Floating Rate Notes
Due August 15, 2000 $1,713,928.25 $1,000.00 $1,713,928.25 $591.00
7.975% Notes Due
August 15, 2004 $1,028,356.95 $1,000.00 $1,028,356.95 $354.61
8.11% Debentures Due
August 15, 2006 $2,056,713.90 $1,000.00 $2,056,713.90 $709.21
8.18% Debentures Due
August 15, 2007 $2,056,713.90 $1,000.00 $2,056,713.90 $709.21
(1) Estimated solely for purposes of calculation of registration fee.
============================================================================
<PAGE>
[Draft--7/31/95]
INTRODUCTORY STATEMENT
Time Warner Inc. ("Time Warner") hereby files this
Registration Statement on Form S-8 relating to its Floating Rate Notes
Due August 15, 2000, 7.975% Notes Due August 15, 2004, 8.11% Debentures
Due August 15, 2006 and 8.18% Debentures Due August 15, 2007
(collectively, the "Exchange Securities") which are issuable upon the
exercise of options ("Options") granted under the American Television
and Communications Corporation Stock Option Plan (Amended and Restated
Effective as of April 26, 1990), as amended (the "Option Plan").
On June 26, 1992 (the "Effective Time"), pursuant to an
Agreement and Plan of Merger dated as of February 4, 1992 (the "Merger
Agreement"), among American Television and Communications Corporation
("ATC"), Time Warner and TAS Acquisition Inc., a wholly owned
subsidiary of Time Warner ("Sub"), (i) Sub merged with and into ATC
(the "Merger"), which continued as the surviving corporation and
became a wholly owned subsidiary of Time Warner, (ii) each issued and
outstanding share of ATC's Class A Common Stock, par value $.01 per
share (the "Class A Common Stock"), that was owned by ATC or by any
wholly owned subsidiary of ATC or by Time Warner, Sub or any other
wholly owned subsidiary of Time Warner (the "Canceled Shares") was
canceled and ceased to exist, and (iii) each issued and outstanding
share of Class A Common Stock (other than Canceled Shares and other
than shares held by holders, if any, who were entitled to demand, and
who properly demanded, appraisal for such shares in accordance with
Section 262 of the General Corporation Law of the State of Delaware)
were converted into the right to receive $82.50 principal amount of
Time Warner's Redeemable Reset Notes Due August 15, 2002 (the "Reset
Notes").
Pursuant to the terms of the Option Plan and the agreements
evidencing grants of Options thereunder, all Options became fully
vested and exercisable in full on February 4, 1992 as a result of the
approval of the Merger Agreement by the ATC Board of Directors. As
provided in the Merger Agreement, each outstanding Option existing
immediately prior to the Effective Time of the Merger became an option
to acquire, on the same terms and conditions as were applicable
immediately prior to the Effective Time, an aggregate principal amount
of Reset Notes equal to the product of (i) the number of shares of
Class A Common Stock otherwise purchasable pursuant to such Option
immediately prior to the Effective Time and (ii) $82.50 principal
amount of Reset Notes (at the same exercise price per principal amount
of the Notes issuable per share of Class A Common Stock applicable at
such time for such Option).
On July 31, 1995, Time Warner announced its intention to
redeem the Reset Notes in whole on August 15, 1995 in exchange for the
Exchange Securities (the "Redemption Consideration"). As a result of
the Redemption and pursuant to the terms of the Option Plan, the ATC
Board of Directors approved resolutions providing that all outstanding
Options, from and after the Redemption Date, will automatically become
options to receive the Redemption Consideration (or cash in lieu of
the Exchange Securities in denominations other than those authorized)
in lieu of Reset Notes. The Redemption Consideration covered by each
outstanding Option is equal to $82.50 multiplied by the number of
shares of Class A Common Stock formerly covered by such Option. The
exercise price for each $82.50 of Redemption Consideration will be the
same as the exercise price for each share of Class A Common Stock
formerly covered by the Option.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have heretofore been filed by
Time Warner (File No. 1-8637) with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "1934 Act"), or as otherwise indicated, are
incorporated by reference herein and shall be deemed to be a part
hereof:
(a) Time Warner's Annual Report on Form 10-K for the
year ended December 31, 1994, as amended;
(b) Time Warner's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995; and
(c) Time Warner's Current Reports on Form 8-K dated
January 26, 1995, February 6, 1995, April 1, 1995, May
30, 1995, June 15, 1995 and July 6, 1995.
All documents subsequently filed by Time Warner with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934
Act after the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a
part hereof from their respective dates of filing (such documents, and
the documents enumerated above, being hereinafter referred to as
"Incorporated Documents"). Any statement contained in an Incorporated
Document shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Time Warner will provide without charge to each participant
receiving of a copy of the Prospectus constituting a part of this
Registration Statement, upon the written or oral request of such
participant, a copy of any or all of the documents incorporated herein
and in the Prospectus by reference (other than exhibits to such
documents, unless such exhibits are specifically incorporated by
reference in such documents). Requests for such copies should be
directed to: Time Warner Inc., Attention: Shareholder Relations, 75
Rockefeller Plaza, New York, N.Y. 10019, Telephone: (212) 484-6971.
Item 4. Description of Securities.
Incorporated by reference to the sections entitled
"Description of Exchange Securities" and "Certain Federal Income Tax
Consequences--Interest, Original Issue Discount Acquisition Premium
and Bond Premium with respect to Exchange Securities" set forth at
pages 4-15 and 16-17 in the Notice of Redemption of the Reset Notes
dated July 31, 1995 filed by Time Warner as Exhibit T3E-1 to Amendment
No. 1 to its Application for Qualification of Form T-3 (File No.
22-22213) dated August 1, 1995.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
The validity of the Exchange Securities to be issued
pursuant to this Registration Statement will be passed upon by
Cravath, Swaine & Moore. Certain members of Cravath, Swaine & Moore
currently own an aggregate of 2,560 shares of Common Stock, par value
$1.00 per share, of Time Warner.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware ("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
proceeding, 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 Time Warner'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 Time Warner 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 Time Warner or is or any predecessor
of Time Warner or was serving at the request of Time Warner 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 Time Warner, 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 Restated Certificate of
Incorporation of Time Warner 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 Restated Certificate of
Incorporation, as applicable.
Time Warner's Directors' and Officers' Liability and
Reimbursement Insurance is designed to reimburse Time Warner for any
payments made by it pursuant to the foregoing indemnification. Such
policy has coverage of $50,000,000.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
- ---------------------------------------------------------------------------
4.1 - Indenture dated as of January 15, 1993, between Time Warner
and Chemical Bank, as Trustee (incorporated by reference to
Exhibit 4.11 to Time Warner's Annual Report on Form 10-K for
the year ended December 31, 1992).
4.2 - Form of Floating Rate Note Due August 15, 2000 of Time Warner.*
4.3 - Form of 7.975% Note Due August 15, 2004 of Time Warner.*
4.4 - Form of 8.11% Debenture Due August 15, 2006 of Time Warner.*
4.5 - Form of 8.18% Debenture Due August 15, 2007 of Time Warner.*
5.1 - Opinion of Cravath, Swaine & Moore regarding legality of
the Exchange Securities.*
23.1 - Consent of Independent Auditors, Ernst & Young LLP.*
23.2 - Consent of Independent Auditors, Deloitte Touche LLP.*
23.3 - Consent of Independent Auditors, Paul Scherer & Company LLP.*
23.4 - Consent of Independent Auditors, Arthur Andersen LLP.*
23.5 - Consent of Independent Auditors, Deloitte Touche LLP.*
23.6 - Consent of Independent Accountants, Price Waterhouse LLP.*
23.7 - Consent of Cravath, Swaine & Moore (included in Exhibit 5.1).
24 - Power of Attorney.*
* Filed herewith.
<PAGE>
Item 9. Undertakings.
(1) 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;
(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;
(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 (1)(a)(i) and
(1)(a)(ii) do not apply if the registration statement
is on Form S-3 or Form S-8 and 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 that are
incorporated by reference in the registration
statement;
(b) that, for the purpose of determining any liability
under the Securities Act of 1933, 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.
(2) The undersigned registrant hereby undertakes that, for
the purpose of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) 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
hereof.
(3) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, 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
<PAGE>
director, officer 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
whether such indemnification by it is against public policy as
expressed in the 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 registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on the 1st day of August, 1995.
TIME WARNER INC.
By: /s/ Philip R. Lochner, Jr.
-----------------------------
Name: Philip R. Lochner, Jr.
Title: Senior Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons
in the capacities indicated on August 1, 1995.
Signature Title
(i) Principal Executive Officers:
*
- --------------------------------- Chairman of the Board, Chief Executive
Gerald M. Levin Officer and Director
*
- --------------------------------- President and Director
Richard D. Parsons
(ii) Principal Financial Officer:
*
- --------------------------------- Senior Vice President and Chief
Richard J. Bressler Financial Officer
(iii) Principal Accounting Officer:
*
- -----------------------------------
John LaBarca Vice President and Controller
<PAGE>
(iv) Directors:
*
- -----------------------------------
Merv Adelson
*
- -----------------------------------
Lawrence B. Buttenwieser
*
- -----------------------------------
Edward S. Finkelstein
*
- -----------------------------------
Beverly Sills Greenough
*
- -----------------------------------
Carla A. Hills
*
- -----------------------------------
David T. Kearns
*
- -----------------------------------
Henry Luce III
*
- -----------------------------------
Reuben Mark
*
- -----------------------------------
Michael A. Miles
*
- -----------------------------------
J. Richard Munro
*
- -----------------------------------
Donald S. Perkins
<PAGE>
*
- -----------------------------------
Raymond S. Troubh
*
- -----------------------------------
Francis T. Vincent, Jr.
Constituting a majority of the Board
of Directors
*By /s/ Philip R. Lochner, Jr.
-------------------------------
Philip R. Lochner, Jr.
(Attorney-in-Fact)
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
4.1 - Indenture dated as of January 15, 1993 between
Time Warner Inc. and Chemical Bank, as Trustee
(incorporated by reference to Time Warner's Annual
Report on Form 10-K for the year ended December 31,
1992).
4.2 - Form of Floating Rate Note Due August 15, 2000 of
Time Warner.*
4.3 - Form of 7.975% Note Due August 15, 2004 of
Time Warner.*
4.4 - Form of 8.11% Debenture Due August 15, 2006 of Time
Warner.*
4.5 - Form of 8.18% Debenture Due August 15, 2007 of Time
Warner.*
5.1 - Opinion of Cravath, Swaine & Moore regarding
legality of the Exchange Securities.*
23.1 - Consent of Independent Auditors, Ernst & Young LLP.*
23.2 - Consent of Independent Auditors, Deloitte Touche LLP.*
23.3 - Consent of Independent Auditors, Paul Scherer & Company
LLP.*
23.4 - Consent of Independent Auditors, Arthur Andersen LLP.*
23.5 - Consent of Independent Auditors, Deloitte Touche LLP.*
23.6 - Consent of Independent Accountants, Price Waterhouse LLP.*
23.7 - Consent of Cravath, Swaine & Moore (included in
Exhibit 5.1).
24 - Power of Attorney.*
* Filed herewith.
<PAGE>
EXHIBIT 4.2
[Draft--8/1/95]
[FORM OF FACE OF NOTE]
No.
TIME WARNER INC.
FLOATING RATE NOTE DUE AUGUST 15, 2000
TIME WARNER INC., a Delaware corporation (the "Company",
which term includes any successor referred to in the within-mentioned
Indenture), for value received, hereby promises to pay to [ ], or
registered assigns, the principal sum of [ ] U.S. dollars in cash on
August 15, 2000, upon the terms and subject to the conditions set forth
on the reverse hereof.
This Note shall bear interest as set forth on the reverse
hereof.
Additional provisions of this Note are set forth on the
reverse hereof.
Issue Date: August 15, 1995
TIME WARNER INC.,
By
----------------------
Senior Vice President
-----------------------
Assistant Secretary
CHEMICAL BANK, as Trustee,
certifies that this Note is
one of the Securities referred
to in the within-mentioned
Indenture,
By
-------------------
Authorized Officer
[SEAL]
<PAGE>
[FORM OF REVERSE SIDE OF NOTE]
TIME WARNER INC.
FLOATING RATE NOTES DUE AUGUST 15, 2000
1. Indenture. This Note is one of a duly authorized issue of
notes, bonds, debentures, or other evidences of indebtedness of the
Company (the "Securities"), of the series hereinafter specified, all
issued or to be issued under an Indenture dated as of January 15, 1993
(the "Indenture"), duly executed and delivered by the Company to
Chemical Bank, as Trustee (the "Trustee" which, subject to the
provisions of Article Six of the Indenture, also includes its
successors and assigns as Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby
made for a description of the respective rights and duties thereunder
of the Trustee, the Company and the Holders of the Securities. The
Securities may be issued in one or more series, which different series
may be issued in various aggregate principal sums, may mature at
different times, may bear interest at different rates, may have
different conversion prices (if any), may be subject to different
redemption provisions (if any), may be subject to different sinking,
purchase or analogous funds (if any), may be subject to different
covenants and Events of Default and may otherwise vary as provided in
the Indenture. This Note is one of a series designated as the "Floating
Rate Notes Due August 15, 2000" of the Company (the "Notes") issued
under the Indenture with an aggregate principal amount at its Stated
Maturity of $456,987,000 (the "Principal Amount"). The terms of the
Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C.ss.ss.77aaa-77bbb) as in effect from time to time. The Notes are
subject to all such terms and Holders are referred to the Indenture and
the Trust Indenture Act of 1939 for a statement of those terms.
Capitalized terms used but not defined in the Notes have the meanings
ascribed to them in the Indenture.
2. Interest. The Notes shall bear interest on the Principal
Amount at the Specified Rate (as defined below) from time to time in
effect in accordance with this Section 2. The Company will pay interest
quarterly in arrears on each Interest Payment Date (as defined below)
commencing with the Interest Payment Date that occurs on or
<PAGE>
about November 15, 1995. Interest on the Notes shall accrue from
August 15, 1995 or from the most recent date to which interest has
been paid.
The term "Interest Payment Date" shall mean February 15, May
15, August 15 and November 15 of each year, commencing with November
15, 1995; provided, however, that if any Interest Payment Date would
otherwise fall on a day which is not a London Business Day (as defined
below), such Interest Payment Date shall be postponed to the next day
which is a London Business Day. The period beginning on, and including
August 15, 1995 and ending on but excluding the first Interest Payment
Date and each successive period beginning on and including an Interest
Payment Date and ending on but excluding the next succeeding Interest
Payment Date is herein called an "Interest Period". The interest
payment at the Stated Maturity of the Principal Amount will include
interest accrued to but excluding the date of such Stated Maturity and
will be payable to the Person to whom principal is payable.
A "London Business Day" means any day (i) that is not a
Saturday or Sunday and that is not a day on which banking institutions
in New York City are authorized or obligated by law or executive order
to close and (ii) on which dealings in deposits in U.S. dollars are
transacted in the London interbank market.
The Notes shall bear interest for each Interest Period at a
rate per annum equal to the London interbank offered rate ("LIBOR"),
plus 0.96% (the "Specified Rate"). LIBOR will be determined by the
Person appointed by the Company as the Calculation Agent (in such
capacity, the "Calculation Agent") in accordance with the provisions
set forth below. The Company has initially appointed Chemical Bank as
the Calculation Agent.
(i) For each Interest Period, LIBOR will be the rate for
deposits of U.S. dollars having a maturity of three months (the
"Designated Maturity") commencing on the second London Business Day
immediately following the applicable Interest Determination Date (as
defined below), which appears on Telerate Page 3750 (as defined below)
as of 11:00 A.M., London time, on such Interest Determination Date. If
such rate does not appear on Telerate Page 3750, LIBOR in respect of
such Interest Determination Date will be determined as described in
(ii) below.
<PAGE>
(ii) On any Interest Determination Date on which the rate for
deposits of U.S. dollars having the Designated Maturity does not appear
on Telerate Page 3750 as specified in (i) above, LIBOR will be
determined on the basis of the rates at which deposits in U.S. dollars
having the Designated Maturity commencing on the second London Business
Day immediately following such Interest Determination Date and in a
principal amount that is representative for a single transaction in
such market at such time (and in no event less than U.S. $1,000,000)
are offered by four major banks in the London interbank market selected
by the Calculation Agent at approximately 11:00 A.M., London time, on
such Interest Determination Date, to prime banks in the London
interbank market. The Calculation Agent will request the principal
London office of each of such banks to provide a quotation of its rate.
If at least two such quotations are provided, LIBOR in respect of such
Interest Determination Date will be the arithmetic mean (rounded to the
nearest one-hundredth of a percent, with five one-thousandths of a
percent rounded upwards) of such quotations. If fewer than two
quotations are provided, LIBOR in respect of such Interest
Determination Date will be the arithmetic mean (rounded to the nearest
one-hundredth of a percent, with five one-thousandths of a percent
rounded upwards) of the rates quoted by three major banks in New York
City selected by the Calculation Agent at approximately 11:00 A.M., New
York City time, on such Interest Determination Date for loans in U.S.
dollars to leading European banks having the Designated Maturity
commencing on the second London Business Day immediately following such
Interest Determination Date and in a principal amount of not less than
U.S. $1,000,000 that is representative for a single transaction in such
market at such time; provided, however, that if fewer than three banks
selected as aforesaid by the Calculation Agent are quoting as mentioned
in this sentence, LIBOR will be LIBOR in effect on such Interest
Determination Date.
For the purpose of calculation of LIBOR, the following terms
shall have the following meanings:
"Interest Determination Date" for any Interest
Period shall mean the second London Business Day
preceding the Interest Payment Date commencing such
<PAGE>
Interest Period or, in the case of the first Interest
Period, the second London Business Day preceding
August 15, 1995.
"Telerate Page 3750" shall mean the display page
currently so designated on the Dow Jones Telerate
Service (or such other page as may replace that page on
that service for the purpose of displaying London
interbank offered rates of major banks).
Each payment of interest on the Notes will include interest
accrued to but excluding the applicable Interest Payment Date. Accrued
interest from August 15, 1995 or from the last date to which interest
has been paid will be calculated by multiplying the Principal Amount of
the Notes by an accrued interest factor computed by multiplying the per
annum rate of interest for the applicable Interest Period by a
fraction, the numerator of which is the actual number of days elapsed
in such Interest Period and the denominator of which is 360. The
accrued interest factor will be expressed as a decimal rounded to the
nearest ten-thousandth, with five hundred-thousandths rounded upward.
The interest rate on the Notes will in no event be higher
than the maximum rate permitted by New York law as the same may be
modified by United States laws of general application.
If the Principal Amount of, and any accrued interest on, the
Notes is declared due and payable as provided in Section 11, the
Company shall pay interest on the overdue Principal Amount, with
respect to each Interest Period, at a rate per annum equal to the
Specified Rate with respect to such Interest Period as determined by
the Calculation Agent pursuant to this Section 2, and it shall pay
interest on overdue installments of interest, with respect to each
Interest Period, at the same rate (to the extent that payment of such
interest shall be legally enforceable). Such interest shall accrue from
the date such overdue amount was due to the date payment of such
amount, including interest thereon, has been made or duly provided for.
All such interest shall be payable in cash on demand.
If the Company defaults in a payment of interest on the
Notes, it shall pay the defaulted interest, plus (to the extent that
the payment of such interest shall be legally enforceable), any
interest payable on the defaulted interest, to the persons who are
Holders on a subsequent
<PAGE>
special record date. Such date shall be at least five, and no more than
15, Trading Days before the payment date. The Company shall fix or
cause to be fixed the special record date and the payment date. At
least 15 calendar days before the special record date, the Company
shall mail or cause to be mailed to each Holder a notice that states
the special record date, the payment date and the amount of defaulted
interest to be paid.
"Trading Day" shall mean any day other than a Saturday,
Sunday or a day on which banking institutions in the State of New York
are authorized or obligated by law or executive order to close.
3. Method of Payment. The Company shall pay interest on the
Notes (except defaulted interest) to the Persons in whose names the
Notes are registered at the close of business on the February 1, May 1,
August 1 or November 1 next preceding the Interest Payment Date (the
"Regular Record Date") on the register kept by or on behalf of the
Company for that purpose, even if Notes are canceled after such record
date and on or before the Interest Payment Date. Holders must surrender
Notes to the Trustee (or as otherwise specified in the applicable
Additional Notice (as defined in Section 5)) to collect principal
payments. The Company shall pay interest (including upon any redemption
pursuant to Section 4), defaulted interest, defaulted principal and
principal at the Stated Maturity of such principal in cash. The Company
shall pay cash amounts in money of the United States that at the time
of payment is legal tender for payment of public and private debts.
However, the Company may make such cash payments by check payable in
such money. It may mail an interest check to Holders at their last
addresses as the same appear on the Security Register. The Company has
appointed the Trustee to be Security registrar, but has reserved the
right to change the registrar or to itself act as registrar (the
Trustee or such other registrar, the "Registrar"). The Company shall
also have the right, at its sole option, to make all interest payments
by wire transfer in accordance with the wire transfer instructions
furnished to the Registrar at least 30 days prior to the applicable
Interest Payment Date by each Holder that wishes to receive payment by
wire transfer. The Company shall not be liable for any delay in payment
or transfer with respect to interest payments made by the Company by
way of wire transfer. The election by the Company to make any
<PAGE>
particular interest payment by wire transfer shall not create any
implication that any future interest payment shall be made by wire
transfer.
4. Redemption at the Option of the Company. No sinking fund
is provided for the Notes. The Notes are redeemable, at the sole option
of the Company, in whole at any time or from time to time in part, on
any day (a "Redemption Date") on and after August 15, 1995 at the
redemption prices (expressed as percentages of Principal Amount set
forth below) plus accrued and unpaid interest from the most recent date
to which interest has been paid to but excluding the applicable
Redemption Date (the "Redemption Price").
Redemption Date Percentage
If redeemed during the twelve months beginning:
August 15, 1995 101.00%
August 15, 1996 100.50%
August 15, 1997 100.00% and thereafter
If the Company exercises its right to redeem the Notes,
interest on the Notes (or portions thereof) called for redemption shall
cease to accrue, such Notes (or portions thereof) shall no longer be
deemed to be outstanding, and all rights of the Holders thereof
(including any right to receive interest otherwise payable on any
Interest Payment Date that would have occurred after the applicable
Redemption Date, but excluding the right to receive from the Company
the Redemption Price without interest) shall cease from and after the
applicable Redemption Date (unless the Company defaults in the payment
of the Redemption Price). Upon surrender of the Notes to be so redeemed
(properly endorsed or assigned for transfer, if the Company or the
Registrar so requires), such Notes shall be redeemed by the Company at
the Redemption Price. If fewer than all the Notes are to be redeemed,
the Company shall give the Trustee notice as to the portion of the
Principal Amount of the Notes to be redeemed and the Trustee shall
select the Notes (or portions thereof) to be redeemed, at its sole
option, pro rata, by lot or by any other method that complies with any
applicable legal and securities exchange requirements. In case less
than the entire
<PAGE>
Principal Amount of the Notes is to be redeemed, upon surrender of the
Notes a new Note or Notes of Authorized Denominations in principal sum
equal to the unredeemed portion thereof will be issued without cost to
the Holder hereof. Subject to applicable escheat laws, any moneys or
other consideration set aside by the Company and unclaimed at the end
of one year from the applicable Redemption Date shall revert to the
general funds of the Company, after which reversion the Holders of the
Notes called for redemption shall look only to the general funds of the
Company for the payment of the Redemption Price without interest.
5. Redemption Procedure. If the Company wishes to redeem the
Notes in whole or in part, then on any Trading Day (the "Announcement
Date") that is not less than 15 nor more than 45 days prior to the
Redemption Date, the Company may make a public announcement (by issuing
a release to the Dow Jones News Service, Reuters Information Service or
any successor news wire service) (the "Company Notice") including the
following information: (i) that the Company intends to redeem the Notes
in whole or in part on the applicable Redemption Date and, if in part,
the aggregate principal sum of the Notes to be so redeemed; (ii) the
amount of interest to be included in the Redemption Price; and (iii)
such other information as the Company may elect, at its sole option, to
include in such announcement. The Company will mail copies of the
Company Notice together with a notice (the "Additional Notice") setting
forth (i) the place or places where Notes to be redeemed by the Company
are to be surrendered and (ii) if the Company intends to redeem the
Notes in part, the Notes (or portions thereof) to be so redeemed as
promptly as reasonably practicable after the Announcement Date to the
Persons who are Holders on the Announcement Date. The Company Notice
and the Additional Notice, if given in the manner herein provided,
shall be conclusively presumed to have been duly given, whether or not
any Holder receives actual notice. In lieu of the foregoing, the
Company may elect to redeem the Notes in accordance with the procedures
specified in the Indenture.
6. Denominations; Transfer; Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000 ("Authorized Denominations"). The principal sum of
Notes which the Company is obligated to issue pursuant to the terms
hereof on and after any Redemption Date, but which is not equal to
<PAGE>
an Authorized Denomination, shall be paid by the Company in cash in an
amount equal to such excess principal sum (calculated to the nearest
cent). The Notes may be exchanged for a like aggregate principal amount
of the Notes of other Authorized Denominations at the office or agency
of the Company in the Borough of Manhattan, The City of New York, and
in the manner and subject to the limitations provided in the Indenture.
Upon due presentment for registration of transfer of any Notes at the
office or agency of the Company in the Borough of Manhattan, The City
of New York, a new Note or Notes of Authorized Denominations for a like
aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture. No
service charge shall be made for any such transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax
assessment or other governmental charge payable in connection
therewith. The Registrar shall not be required to exchange or register
the transfer of any Notes that have been selected for redemption
(except, in the case of a Note to be redeemed in part, the portion of
the Note not to be redeemed).
7. Persons Deemed Owners. Subject to the provisions of the
Indenture, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name any Note is registered as
the owner of such Note for all purposes, whether or not such Note is
overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.
8. Defeasance. As provided in the Indenture and subject to
the satisfaction of certain conditions set forth therein, including the
deposit of certain trust funds in trust, at the Company's option,
either (i) the Company shall be deemed to have paid and discharged the
entire indebtedness represented by, and the obligations under, the
Securities of any series and to have satisfied all the obligations
(with certain exceptions) under the Indenture relating to the
Securities of such series or (ii) the Company shall cease to be under
any obligation to comply with any term, provision or condition of
certain restrictive covenants under the Indenture or of any provisions
set forth, with respect to the Securities of such series, in any
additions or changes to or deletions from the covenants and Events of
Default under the Indenture in the Board
<PAGE>
Resolution or supplemental indenture with respect to the
Securities of such series.
9. Amendment, Supplement, Waiver. The Indenture permits, with
certain exceptions as therein provided, the Company and the Trustee to
enter into supplemental indentures to the Indenture for the purpose of
adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of modifying in any manner the
rights of the Holders of the Securities of each series under the
Indenture with the consent of the Holders of not less than a majority
in principal amount of the Securities at the time Outstanding of each
series to be affected thereby on behalf of the Holders of all
Securities of such series. The Indenture also permits the Holders of a
majority in principal amount of the Securities at the time Outstanding
of each series on behalf of the Holders of all Securities of such
series to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults and their consequences with
respect to such series under the Indenture. Any such consent or waiver
by a Holder of the Notes shall be conclusive and binding upon such
Holder and upon all future Holders of such Note and of any Notes issued
upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not notation of such consent or waiver is made
upon such Notes or such other Notes.
Notwithstanding anything to the contrary contained herein,
the Company may elect, at its sole option, upon notice to the Trustee
but without the consent of any Holders of the Notes, to add any
restrictive covenants to the terms and conditions of the Notes or to
provide that the Notes shall be convertible or exchangeable at the
option of the Holder into specified equity or debt securities of the
Company or any other Person.
10. Obligation Absolute. No reference herein to the Indenture
and no provision of the Notes or of the Indenture shall alter or impair
the obligation of the Company, which is absolute and unconditional, to
pay the Principal Amount and any premium of and any interest on the
Notes at the place, rate and respective times and in the coin or
currency prescribed herein and in the Indenture.
11. Defaults and Remedies. If an Event of Default with
respect to the Notes shall have occurred and be continuing, the
Principal Amount of the Notes and all
<PAGE>
accrued and unpaid interest thereon may be declared due and
payable in the manner and with the effect provided in the Indenture.
12. Authentication. Unless the certificate of authentication
on any Note has been manually executed by or on behalf of the Trustee
under the Indenture, such Note shall not be entitled to any benefits
under the Indenture or be valid or obligatory for any purpose.
13. Abbreviations. Customary abbreviations may be used in the
name of a Holder or an assignee, such as TEN COM (=tenants in common),
TEN ENT (=tenants by the entireties), JT TEN (=joint tenant with right
of survivorship and not as tenants in common), CUST (=Custodian), and U
G M A (=Uniform Gifts to Minors Act).
14. CUSIP Numbers. Pursuant to a recommendation promulgated
by the Committee on Uniform Security Identification procedures, the
Company has caused a CUSIP number to be printed on the Notes and has
directed the Trustee to use such CUSIP numbers in notices of redemption
as a convenience to such Holders. No representation is made as to the
accuracy of such CUSIP number either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only
on the other identification numbers placed hereon.
15. Miscellaneous. The Notes shall be governed by and
construed in accordance with the laws of the State of New York, as
applied to contracts made and performed within the State of New York,
without regard to principles of conflict of laws.
The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to:
Time Warner Inc., 75 Rockefeller Plaza, New York, NY, 10019, Attention
of General Counsel.
<PAGE>
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto Please insert Social Security or Other Identifying
number of Assignee
- ------------------------------------------------------------
- ------------------------------------------------------------
(Name and Address of Assignee, including zip code, must be printed or
typewritten)
- ------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably
constituting and appointing
- ----------------------------------------------------- Attorney to
transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of this Note in every particular
without alteration or enlargement or any change whatsoever and must be
guaranteed by a commercial bank or trust company having its principal
office or a correspondent in The City of New York or by a member or
member's organization of the New York Stock Exchange.
<PAGE>
EXHIBIT 4.3
[Draft--8/1/95]
[FORM OF FACE OF NOTE]
No.
TIME WARNER INC.
7.975% NOTE DUE AUGUST 15, 2004
TIME WARNER INC., a Delaware corporation (the "Company",
which term includes any successor referred to in the within-mentioned
Indenture), for value received, hereby promises to pay to [ ], or
registered assigns, the principal sum of [ ] U.S. dollars in cash on
August 15, 2004, upon the terms and subject to the conditions set forth
on the reverse hereof.
This Note shall bear interest as set forth on the reverse hereof.
Additional provisions of this Note are set forth on the reverse
hereof.
Issue Date: August 15, 1995
TIME WARNER INC.,
By
-----------------------
Senior Vice President
-----------------------
Assistant Secretary
CHEMICAL BANK, as Trustee,
certifies that this Note is
one of the Securities referred
to in the within-mentioned
Indenture,
By
-----------------------
Authorized Officer
[SEAL]
<PAGE>
[FORM OF REVERSE SIDE OF NOTE]
TIME WARNER INC.
7.975% NOTES DUE AUGUST 15, 2004
1. Indenture. This Note is one of a duly authorized issue of
notes, bonds, debentures, or other evidences of indebtedness of the
Company (the "Securities"), of the series hereinafter specified, all
issued or to be issued under an Indenture dated as of January 15, 1993
(the "Indenture"), duly executed and delivered by the Company to
Chemical Bank, as Trustee (the "Trustee" which, subject to the
provisions of Article Six of the Indenture, also includes its
successors and assigns as Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby
made for a description of the respective rights and duties thereunder
of the Trustee, the Company and the Holders of the Securities. The
Securities may be issued in one or more series, which different series
may be issued in various aggregate principal sums, may mature at
different times, may bear interest at different rates, may have
different conversion prices (if any), may be subject to different
redemption provisions (if any), may be subject to different sinking,
purchase or analogous funds (if any), may be subject to different
covenants and Events of Default and may otherwise vary as provided in
the Indenture. This Note is one of a series designated as the "7.975%
Notes Due August 15, 2004" of the Company (the "Notes") issued under
the Indenture with an aggregate principal amount at its Stated Maturity
of $274,192,200 (the "Principal Amount"). The terms of the Notes
include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C.ss.ss.77aaa-77bbb) as in effect from time to time. The Notes are
subject to all such terms and Holders are referred to the Indenture and
the Trust Indenture Act of 1939 for a statement of those terms.
Capitalized terms used but not defined in the Notes have the meanings
ascribed to them in the Indenture.
2. Interest. The Notes shall bear interest on the Principal
Amount at the rate of 7.975% per annum (the "Specified Rate"). The
Company will pay interest semiannually in arrears on February 15 and
August 15 of each year (each an "Interest Payment Date") commencing on
February 15, 1996. Interest on the Notes shall accrue from August 15,
1995 or the most recent date to which interest
<PAGE>
has been paid. Interest shall be computed on the basis of a 360-day
year of twelve 30-day months. The interest payment at the Stated
Maturity of the Principal Amount will include interest accrued to but
excluding the date of such Stated Maturity and will be payable to the
Person to whom principal is payable.
If the Principal Amount of, and any accrued interest on, the
Notes is declared due and payable as provided in Section 10, the
Company shall pay interest on the overdue Principal Amount at a rate
per annum equal to the Specified Rate, and it shall pay interest on
overdue installments of interest at the same rate (to the extent that
payment of such interest shall be legally enforceable). Such interest
shall accrue from the date such overdue amount was due to the date
payment of such amount, including interest thereon, has been made or
duly provided for. All such interest shall be payable in cash on
demand.
If the Company defaults in a payment of interest on the
Notes, it shall pay the defaulted interest, plus (to the extent that
the payment of such interest shall be legally enforceable), any
interest payable on the defaulted interest, to the persons who are
Holders on a subsequent special record date. Such date shall be at
least five, and no more than 15, Trading Days before the payment date.
The Company shall fix or cause to be fixed the special record date and
the payment date. At least 15 calendar days before the special record
date, the Company shall mail or cause to be mailed to each Holder a
notice that states the special record date, the payment date and the
amount of defaulted interest to be paid.
"Trading Day" shall mean any day other than a Saturday,
Sunday or a day on which banking institutions in New York City are
authorized or obligated by law or executive order to close.
3. Method of Payment. The Company shall pay interest on the
Notes (except defaulted interest) to the Persons in whose names the
Notes are registered at the close of business on the February 1 or
August 1 next preceding the Interest Payment Date (the "Regular Record
Date") on the register kept by or on behalf of the Company for that
purpose, even if Notes are canceled after such record date and on or
before the Interest Payment Date. Holders must surrender Notes to the
Trustee to collect principal payments. The Company shall pay interest,
defaulted
<PAGE>
interest, defaulted principal and principal at the Stated Maturity of
such principal in cash. The Company shall pay cash amounts in money of
the United States that at the time of payment is legal tender for
payment of public and private debts. However, the Company may make such
cash payments by check payable in such money. It may mail an interest
check to Holders at their last addresses as the same appear on the
Security Register. The Company has appointed the Trustee to be Security
registrar, but has reserved the right to change the registrar or to
itself act as registrar (the Trustee or such other registrar, the
"Registrar"). The Company shall also have the right, at its sole
option, to make all interest payments by wire transfer in accordance
with the wire transfer instructions furnished to the Registrar at least
30 days prior to the applicable Interest Payment Date by each Holder
that wishes to receive payment by wire transfer. The Company shall not
be liable for any delay in payment or transfer with respect to interest
payments made by the Company by way of wire transfer. The election by
the Company to make any particular interest payment by wire transfer
shall not create any implication that any future interest payment shall
be made by wire transfer.
4. No Redemption. The Notes are not redeemable prior to the
Stated Maturity of the Principal Amount and will not be subject to any
sinking fund.
5. Denominations; Transfer; Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000 ("Authorized Denominations"). The principal sum of
Notes which the Company is obligated to issue pursuant to the terms
hereof on and after any Redemption Date, but which is not equal to an
Authorized Denomination, shall be paid by the Company in cash in an
amount equal to such excess principal sum (calculated to the nearest
cent). The Notes may be exchanged for a like aggregate principal amount
of the Notes of other Authorized Denominations at the office or agency
of the Company in the Borough of Manhattan, The City of New York, and
in the manner and subject to the limitations provided in the Indenture.
Upon due presentment for registration of transfer of any Notes at the
office or agency of the Company in the Borough of Manhattan, The City
of New York, a new Note or Notes of Authorized Denominations for a like
aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture. No
service charge shall be made for any such transfer or exchange, but the
Company may
<PAGE>
require payment of a sum sufficient to cover any tax assessment
or other governmental charge payable in connection therewith.
6. Persons Deemed Owners. Subject to the provisions of the
Indenture, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name any Note is registered as
the owner of such Note for all purposes, whether or not such Note is
overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.
7. Defeasance. As provided in the Indenture and subject to
the satisfaction of certain conditions set forth therein, including the
deposit of certain trust funds in trust, at the Company's option,
either (i) the Company shall be deemed to have paid and discharged the
entire indebtedness represented by, and the obligations under, the
Securities of any series and to have satisfied all the obligations
(with certain exceptions) under the Indenture relating to the
Securities of such series or (ii) the Company shall cease to be under
any obligation to comply with any term, provision or condition of
certain restrictive covenants under the Indenture or of any provisions
set forth, with respect to the Securities of such series, in any
additions or changes to or deletions from the covenants and Events of
Default under the Indenture in the Board Resolution or supplemental
indenture with respect to the Securities of such series.
8. Amendment, Supplement, Waiver. The Indenture permits, with
certain exceptions as therein provided, the Company and the Trustee to
enter into supplemental indentures to the Indenture for the purpose of
adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of modifying in any manner the
rights of the Holders of the Securities of each series under the
Indenture with the consent of the Holders of not less than a majority
in principal amount of the Securities at the time Outstanding of each
series to be affected thereby on behalf of the Holders of all
Securities of such series. The Indenture also permits the Holders of a
majority in principal amount of the Securities at the time Outstanding
of each series on behalf of the Holders of all Securities of such
series to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults and their consequences with
respect to such series
<PAGE>
under the Indenture. Any such consent or waiver by a Holder of the
Notes shall be conclusive and binding upon such Holder and upon all
future Holders of such Note and of any Notes issued upon the
registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon
such Notes or such other Notes.
Notwithstanding anything to the contrary contained herein,
the Company may elect, at its sole option, upon notice to the Trustee
but without the consent of any Holders of the Notes, to add any
restrictive covenants to the terms and conditions of the Notes or to
provide that the Notes shall be convertible or exchangeable at the
option of the Holder into specified equity or debt securities of the
Company or any other Person.
9. Obligation Absolute. No reference herein to the Indenture
and no provision of the Notes or of the Indenture shall alter or impair
the obligation of the Company, which is absolute and unconditional, to
pay the Principal Amount and any premium of and any interest on the
Notes at the place, rate and respective times and in the coin or
currency prescribed herein and in the Indenture.
10. Defaults and Remedies. If an Event of Default with
respect to the Notes shall have occurred and be continuing, the
Principal Amount of the Notes and all accrued and unpaid interest
thereon may be declared due and payable in the manner and with the
effect provided in the Indenture.
11. Authentication. Unless the certificate of authentication
on any Note has been manually executed by or on behalf of the Trustee
under the Indenture, such Note shall not be entitled to any benefits
under the Indenture or be valid or obligatory for any purpose.
12. Abbreviations. Customary abbreviations may be used in the
name of a Holder or an assignee, such as TEN COM (=tenants in common),
TEN ENT (=tenants by the entireties), JT TEN (=joint tenant with right
of survivorship and not as tenants in common), CUST (=Custodian), and U
G M A (=Uniform Gifts to Minors Act).
13. CUSIP Numbers. Pursuant to a recommendation promulgated
by the Committee on Uniform Security Identification procedures, the
Company has caused a CUSIP
<PAGE>
number to be printed on the Notes and has directed the Trustee to use
such CUSIP numbers in notices of redemption as a convenience to such
Holders. No representation is made as to the accuracy of such CUSIP
number either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification
numbers placed hereon.
14. Miscellaneous. The Notes shall be governed by and
construed in accordance with the laws of the State of New York, as
applied to contracts made and performed within the State of New York,
without regard to principles of conflict of laws.
The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to:
Time Warner Inc., 75 Rockefeller Plaza, New York, NY, 10019, Attention
of General Counsel.
<PAGE>
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto Please insert Social Security or Other Identifying
number of Assignee
- ------------------------------------------------------------
- ------------------------------------------------------------
(Name and Address of Assignee, including zip code, must be printed or
typewritten)
- ------------------------------------------------------------ the
within Note, and all rights thereunder, hereby irrevocably constituting
and appointing
- ----------------------------------------------------- Attorney to
transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of this Note in every particular
without alteration or enlargement or any change whatsoever and must be
guaranteed by a commercial bank or trust company having its principal
office or a correspondent in The City of New York or by a member or
member's organization of the New York Stock Exchange.
<PAGE>
EXHIBIT 4.4
[Draft--8/1/95]
[FORM OF FACE OF DEBENTURE]
No.
TIME WARNER INC.
8.11% DEBENTURE DUE AUGUST 15, 2006
TIME WARNER INC., a Delaware corporation (the "Company",
which term includes any successor referred to in the within-mentioned
Indenture), for value received, hereby promises to pay to [ ], or
registered assigns, the principal sum of [ ] U.S. dollars in cash on
August 15, 2006, upon the terms and subject to the conditions set forth
on the reverse hereof.
This Debenture shall bear interest as set forth on the
reverse hereof.
Additional provisions of this Debenture are set forth on the
reverse hereof.
Issue Date: August 15, 1995
TIME WARNER INC.,
By
-----------------------
Senior Vice President
-----------------------
Assistant Secretary
CHEMICAL BANK, as Trustee,
certifies that this Debenture
is one of the Securities
referred to in the within-
mentioned Indenture,
By
---------------------
Authorized Officer
[SEAL]
<PAGE>
[FORM OF REVERSE SIDE OF DEBENTURE]
TIME WARNER INC.
8.11% DEBENTURES DUE AUGUST 15, 2006
1. Indenture. This Debenture is one of a duly authorized
issue of notes, bonds, debentures, or other evidences of indebtedness
of the Company (the "Securities"), of the series hereinafter specified,
all issued or to be issued under an Indenture dated as of January 15,
1993 (the "Indenture"), duly executed and delivered by the Company to
Chemical Bank, as Trustee (the "Trustee" which, subject to the
provisions of Article Six of the Indenture, also includes its
successors and assigns as Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby
made for a description of the respective rights and duties thereunder
of the Trustee, the Company and the Holders of the Securities. The
Securities may be issued in one or more series, which different series
may be issued in various aggregate principal sums, may mature at
different times, may bear interest at different rates, may have
different conversion prices (if any), may be subject to different
redemption provisions (if any), may be subject to different sinking,
purchase or analogous funds (if any), may be subject to different
covenants and Events of Default and may otherwise vary as provided in
the Indenture. This Debenture is one of a series designated as the
"8.11% Debentures Due August 15, 2006" of the Company (the
"Debentures") issued under the Indenture with an aggregate principal
amount at its Stated Maturity of $548,384,400 (the "Principal Amount").
The terms of the Debentures include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture
Act of 1939 (15 U.S.C.ss.ss.77aaa-77bbb) as in effect from time to
time. The Debentures are subject to all such terms and Holders are
referred to the Indenture and the Trust Indenture Act of 1939 for a
statement of those terms. Capitalized terms used but not defined in the
Debentures have the meanings ascribed to them in the Indenture.
2. Interest. The Debentures shall bear interest on the
Principal Amount at the rate of 8.11% per annum (the "Specified Rate").
The Company will pay interest semiannually in arrears on February 15
and August 15 of each year (each an "Interest Payment Date") commencing
on February 15, 1996. Interest on the Debentures shall accrue
<PAGE>
from August 15, 1995 or the most recent date to which interest has been
paid. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months. The interest payment at the Stated Maturity of
the Principal Amount will include interest accrued to but excluding the
date of such Stated Maturity and will be payable to the Person to whom
principal is payable.
If the Principal Amount of, and any accrued interest on, the
Debentures is declared due and payable as provided in Section 10, the
Company shall pay interest on the overdue Principal Amount at a rate
per annum equal to the Specified Rate, and it shall pay interest on
overdue installments of interest at the same rate (to the extent that
payment of such interest shall be legally enforceable). Such interest
shall accrue from the date such overdue amount was due to the date
payment of such amount, including interest thereon, has been made or
duly provided for. All such interest shall be payable in cash on
demand.
If the Company defaults in a payment of interest on the
Debentures, it shall pay the defaulted interest, plus (to the extent
that the payment of such interest shall be legally enforceable), any
interest payable on the defaulted interest, to the persons who are
Holders on a subsequent special record date. Such date shall be at
least five, and no more than 15, Trading Days before the payment date.
The Company shall fix or cause to be fixed the special record date and
the payment date. At least 15 calendar days before the special record
date, the Company shall mail or cause to be mailed to each Holder a
notice that states the special record date, the payment date and the
amount of defaulted interest to be paid.
"Trading Day" shall mean any day other than a Saturday,
Sunday or a day on which banking institutions in New York City are
authorized or obligated by law or executive order to close.
3. Method of Payment. The Company shall pay interest on the
Debentures (except defaulted interest) to the Persons in whose names
the Debentures are registered at the close of business on the February
1 or August 1 next preceding the Interest Payment Date (the "Regular
Record Date") on the register kept by or on behalf of the Company for
that purpose, even if Debentures are canceled after such record date
and on or before the Interest Payment Date. Holders must surrender
Debentures to the Trustee to collect
<PAGE>
principal payments. The Company shall pay interest, defaulted interest,
defaulted principal and principal at the Stated Maturity of such
principal in cash. The Company shall pay cash amounts in money of the
United States that at the time of payment is legal tender for payment
of public and private debts. However, the Company may make such cash
payments by check payable in such money. It may mail an interest check
to Holders at their last addresses as the same appear on the Security
Register. The Company has appointed the Trustee to be Security
registrar, but has reserved the right to change the registrar or to
itself act as registrar (the Trustee or such other registrar, the
"Registrar"). The Company shall also have the right, at its sole
option, to make all interest payments by wire transfer in accordance
with the wire transfer instructions furnished to the Registrar at least
30 days prior to the applicable Interest Payment Date by each Holder
that wishes to receive payment by wire transfer. The Company shall not
be liable for any delay in payment or transfer with respect to interest
payments made by the Company by way of wire transfer. The election by
the Company to make any particular interest payment by wire transfer
shall not create any implication that any future interest payment shall
be made by wire transfer.
4. No Redemption. The Debentures are not redeemable prior to
the Stated Maturity of the Principal Amount and will not be subject to
any sinking fund.
5. Denominations; Transfer; Exchange. The Debentures are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000 ("Authorized Denominations"). The principal sum of
Debentures which the Company is obligated to issue pursuant to the
terms hereof on and after any Redemption Date, but which is not equal
to an Authorized Denomination, shall be paid by the Company in cash in
an amount equal to such excess principal sum (calculated to the nearest
cent). The Debentures may be exchanged for a like aggregate principal
amount of the Debentures of other Authorized Denominations at the
office or agency of the Company in the Borough of Manhattan, The City
of New York, and in the manner and subject to the limitations provided
in the Indenture. Upon due presentment for registration of transfer of
any Debentures at the office or agency of the Company in the Borough of
Manhattan, The City of New York, a new Debenture or Debentures of
Authorized Denominations for a like aggregate principal amount will be
issued to the transferee
<PAGE>
in exchange therefor, subject to the limitations provided in the
Indenture. No service charge shall be made for any such transfer or
exchange, but the Company may require payment of a sum sufficient to
cover any tax assessment or other governmental charge payable in
connection therewith.
6. Persons Deemed Owners. Subject to the provisions of the
Indenture, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name any Debenture is registered
as the owner of such Debenture for all purposes, whether or not such
Debenture is overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the
contrary.
7. Defeasance. As provided in the Indenture and subject to
the satisfaction of certain conditions set forth therein, including the
deposit of certain trust funds in trust, at the Company's option,
either (i) the Company shall be deemed to have paid and discharged the
entire indebtedness represented by, and the obligations under, the
Securities of any series and to have satisfied all the obligations
(with certain exceptions) under the Indenture relating to the
Securities of such series or (ii) the Company shall cease to be under
any obligation to comply with any term, provision or condition of
certain restrictive covenants under the Indenture or of any provisions
set forth, with respect to the Securities of such series, in any
additions or changes to or deletions from the covenants and Events of
Default under the Indenture in the Board Resolution or supplemental
indenture with respect to the Securities of such series.
8. Amendment, Supplement, Waiver. The Indenture permits, with
certain exceptions as therein provided, the Company and the Trustee to
enter into supplemental indentures to the Indenture for the purpose of
adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of modifying in any manner the
rights of the Holders of the Securities of each series under the
Indenture with the consent of the Holders of not less than a majority
in principal amount of the Securities at the time Outstanding of each
series to be affected thereby on behalf of the Holders of all
Securities of such series. The Indenture also permits the Holders of a
majority in principal amount of the Securities at the time Outstanding
of each series on behalf of the Holders of all Securities of such
series to waive compliance by the Company
<PAGE>
with certain provisions of the Indenture and certain past defaults and
their consequences with respect to such series under the Indenture. Any
such consent or waiver by a Holder of the Debentures shall be
conclusive and binding upon such Holder and upon all future Holders of
such Debenture and of any Debentures issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon such Debentures or such
other Debentures.
Notwithstanding anything to the contrary contained herein,
the Company may elect, at its sole option, upon notice to the Trustee
but without the consent of any Holders of the Debentures, to add any
restrictive covenants to the terms and conditions of the Debentures or
to provide that the Debentures shall be convertible or exchangeable at
the option of the Holder into specified equity or debt securities of
the Company or any other Person.
9. Obligation Absolute. No reference herein to the Indenture
and no provision of the Debentures or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and
unconditional, to pay the Principal Amount and any premium of and any
interest on the Debentures at the place, rate and respective times and
in the coin or currency prescribed herein and in the Indenture.
10. Defaults and Remedies. If an Event of Default with
respect to the Debentures shall have occurred and be continuing, the
Principal Amount of the Debentures and all accrued and unpaid interest
thereon may be declared due and payable in the manner and with the
effect provided in the Indenture.
11. Authentication. Unless the certificate of authentication
on any Debenture has been manually executed by or on behalf of the
Trustee under the Indenture, such Debenture shall not be entitled to
any benefits under the Indenture or be valid or obligatory for any
purpose.
12. Abbreviations. Customary abbreviations may be used in the
name of a Holder or an assignee, such as TEN COM (=tenants in common),
TEN ENT (=tenants by the entireties), JT TEN (=joint tenant with right
of survivorship and not as tenants in common), CUST (=Custodian), and U
G M A (=Uniform Gifts to Minors Act).
<PAGE>
13. CUSIP Numbers. Pursuant to a recommendation promulgated
by the Committee on Uniform Security Identification procedures, the
Company has caused a CUSIP number to be printed on the Debentures and
has directed the Trustee to use such CUSIP numbers in notices of
redemption as a convenience to such Holders. No representation is made
as to the accuracy of such CUSIP number either as printed on the
Debentures or as contained in any notice of redemption and reliance may
be placed only on the other identification numbers placed hereon.
14. Miscellaneous. The Debentures shall be governed by and
construed in accordance with the laws of the State of New York, as
applied to contracts made and performed within the State of New York,
without regard to principles of conflict of laws.
The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to:
Time Warner Inc., 75 Rockefeller Plaza, New York, NY, 10019, Attention
of General Counsel.
<PAGE>
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto Please insert Social Security or Other Identifying
number of Assignee
- ------------------------------------------------------------
- ------------------------------------------------------------
(Name and Address of Assignee, including zip code, must be printed or
typewritten)
- ------------------------------------------------------------ the
within Debenture, and all rights thereunder, hereby irrevocably
constituting and appointing
- --------------------------------------------------- Attorney to
transfer said Debenture on the books of the Company, with full power of
substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of this Debenture in every
particular without alteration or enlargement or any change whatsoever
and must be guaranteed by a commercial bank or trust company having its
principal office or a correspondent in The City of New York or by a
member or member's organization of the New York Stock Exchange.
<PAGE>
EXHIBIT 4.5
[Draft--8/1/95]
[FORM OF FACE OF DEBENTURE]
No.
TIME WARNER INC.
8.18% DEBENTURE DUE AUGUST 15, 2007
TIME WARNER INC., a Delaware corporation (the "Company",
which term includes any successor referred to in the within-mentioned
Indenture), for value received, hereby promises to pay to [ ],
or registered assigns, the principal sum of [ ] U.S. dollars in
cash on August 15, 2007, upon the terms and subject to the conditions
set forth on the reverse hereof.
This Debenture shall bear interest as set forth on the
reverse hereof.
Additional provisions of this Debenture are set forth on the
reverse hereof.
Issue Date: August 15, 1995
TIME WARNER INC.,
By
-----------------------
Senior Vice President
-----------------------
Assistant Secretary
CHEMICAL BANK, as Trustee,
certifies that this Debenture
is one of the Securities
referred to in the within-
mentioned Indenture,
By
----------------------
Authorized Officer
[SEAL]
<PAGE>
[FORM OF REVERSE SIDE OF DEBENTURE]
TIME WARNER INC.
8.18% DEBENTURES DUE AUGUST 15, 2007
1. Indenture. This Debenture is one of a duly authorized
issue of notes, bonds, debentures, or other evidences of indebtedness
of the Company (the "Securities"), of the series hereinafter specified,
all issued or to be issued under an Indenture dated as of January 15,
1993 (the "Indenture"), duly executed and delivered by the Company to
Chemical Bank, as Trustee (the "Trustee" which, subject to the
provisions of Article Six of the Indenture, also includes its
successors and assigns as Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby
made for a description of the respective rights and duties thereunder
of the Trustee, the Company and the Holders of the Securities. The
Securities may be issued in one or more series, which different series
may be issued in various aggregate principal sums, may mature at
different times, may bear interest at different rates, may have
different conversion prices (if any), may be subject to different
redemption provisions (if any), may be subject to different sinking,
purchase or analogous funds (if any), may be subject to different
covenants and Events of Default and may otherwise vary as provided in
the Indenture. This Debenture is one of a series designated as the
"8.18% Debentures Due August 15, 2007" of the Company (the
"Debentures") issued under the Indenture with an aggregate principal
amount at its Stated Maturity of $548,384,400 (the "Principal Amount").
The terms of the Debentures include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture
Act of 1939 (15 U.S.C.ss.ss.77aaa-77bbb) as in effect from time to
time. The Debentures are subject to all such terms and Holders are
referred to the Indenture and the Trust Indenture Act of 1939 for a
statement of those terms. Capitalized terms used but not defined in the
Debentures have the meanings ascribed to them in the Indenture.
2. Interest. The Debentures shall bear interest on the
Principal Amount at the rate of 8.18% per annum (the "Specified Rate").
The Company will pay interest semiannually in arrears on February 15
and August 15 of each year (each an "Interest Payment Date") commencing
on February 15, 1996. Interest on the Debentures shall accrue
<PAGE>
from August 15, 1995 or the most recent date to which interest has been
paid. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months. The interest payment at the Stated Maturity of
the Principal Amount will include interest accrued to but excluding the
date of such Stated Maturity and will be payable to the Person to whom
principal is payable.
If the Principal Amount of, and any accrued interest on, the
Debentures is declared due and payable as provided in Section 10, the
Company shall pay interest on the overdue Principal Amount at a rate
per annum equal to the Specified Rate, and it shall pay interest on
overdue installments of interest at the same rate (to the extent that
payment of such interest shall be legally enforceable). Such interest
shall accrue from the date such overdue amount was due to the date
payment of such amount, including interest thereon, has been made or
duly provided for. All such interest shall be payable in cash on
demand.
If the Company defaults in a payment of interest on the
Debentures, it shall pay the defaulted interest, plus (to the extent
that the payment of such interest shall be legally enforceable), any
interest payable on the defaulted interest, to the persons who are
Holders on a subsequent special record date. Such date shall be at
least five, and no more than 15, Trading Days before the payment date.
The Company shall fix or cause to be fixed the special record date and
the payment date. At least 15 calendar days before the special record
date, the Company shall mail or cause to be mailed to each Holder a
notice that states the special record date, the payment date and the
amount of defaulted interest to be paid.
"Trading Day" shall mean any day other than a Saturday,
Sunday or a day on which banking institutions in New York City are
authorized or obligated by law or executive order to close.
3. Method of Payment. The Company shall pay interest on the
Debentures (except defaulted interest) to the Persons in whose names
the Debentures are registered at the close of business on the February
1 or August 1 next preceding the Interest Payment Date (the "Regular
Record Date") on the register kept by or on behalf of the Company for
that purpose, even if Debentures are canceled after such record date
and on or before the Interest Payment Date. Holders must surrender
Debentures to the Trustee to collect
<PAGE>
principal payments. The Company shall pay interest, defaulted interest,
defaulted principal and principal at the Stated Maturity of such
principal in cash. The Company shall pay cash amounts in money of the
United States that at the time of payment is legal tender for payment
of public and private debts. However, the Company may make such cash
payments by check payable in such money. It may mail an interest check
to Holders at their last addresses as the same appear on the Security
Register. The Company has appointed the Trustee to be Security
registrar, but has reserved the right to change the registrar or to
itself act as registrar (the Trustee or such other registrar, the
"Registrar"). The Company shall also have the right, at its sole
option, to make all interest payments by wire transfer in accordance
with the wire transfer instructions furnished to the Registrar at least
30 days prior to the applicable Interest Payment Date by each Holder
that wishes to receive payment by wire transfer. The Company shall not
be liable for any delay in payment or transfer with respect to interest
payments made by the Company by way of wire transfer. The election by
the Company to make any particular interest payment by wire transfer
shall not create any implication that any future interest payment shall
be made by wire transfer.
4. No Redemption. The Debentures are not redeemable prior to
the Stated Maturity of the Principal Amount and will not be subject to
any sinking fund.
5. Denominations; Transfer; Exchange. The Debentures are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000 ("Authorized Denominations"). The principal sum of
Debentures which the Company is obligated to issue pursuant to the
terms hereof on and after any Redemption Date, but which is not equal
to an Authorized Denomination, shall be paid by the Company in cash in
an amount equal to such excess principal sum (calculated to the nearest
cent). The Debentures may be exchanged for a like aggregate principal
amount of the Debentures of other Authorized Denominations at the
office or agency of the Company in the Borough of Manhattan, The City
of New York, and in the manner and subject to the limitations provided
in the Indenture. Upon due presentment for registration of transfer of
any Debentures at the office or agency of the Company in the Borough of
Manhattan, The City of New York, a new Debenture or Debentures of
Authorized Denominations for a like aggregate principal amount will be
issued to the transferee
<PAGE>
in exchange therefor, subject to the limitations provided in the
Indenture. No service charge shall be made for any such transfer or
exchange, but the Company may require payment of a sum sufficient to
cover any tax assessment or other governmental charge payable in
connection therewith.
6. Persons Deemed Owners. Subject to the provisions of the
Indenture, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name any Debenture is registered
as the owner of such Debenture for all purposes, whether or not such
Debenture is overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the
contrary.
7. Defeasance. As provided in the Indenture and subject to
the satisfaction of certain conditions set forth therein, including the
deposit of certain trust funds in trust, at the Company's option,
either (i) the Company shall be deemed to have paid and discharged the
entire indebtedness represented by, and the obligations under, the
Securities of any series and to have satisfied all the obligations
(with certain exceptions) under the Indenture relating to the
Securities of such series or (ii) the Company shall cease to be under
any obligation to comply with any term, provision or condition of
certain restrictive covenants under the Indenture or of any provisions
set forth, with respect to the Securities of such series, in any
additions or changes to or deletions from the covenants and Events of
Default under the Indenture in the Board Resolution or supplemental
indenture with respect to the Securities of such series.
8. Amendment, Supplement, Waiver. The Indenture permits, with
certain exceptions as therein provided, the Company and the Trustee to
enter into supplemental indentures to the Indenture for the purpose of
adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of modifying in any manner the
rights of the Holders of the Securities of each series under the
Indenture with the consent of the Holders of not less than a majority
in principal amount of the Securities at the time Outstanding of each
series to be affected thereby on behalf of the Holders of all
Securities of such series. The Indenture also permits the Holders of a
majority in principal amount of the Securities at the time Outstanding
of each series on behalf of the Holders of all Securities of such
series to waive compliance by the Company
<PAGE>
with certain provisions of the Indenture and certain past defaults and
their consequences with respect to such series under the Indenture. Any
such consent or waiver by a Holder of the Debentures shall be
conclusive and binding upon such Holder and upon all future Holders of
such Debenture and of any Debentures issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon such Debentures or such
other Debentures.
Notwithstanding anything to the contrary contained herein,
the Company may elect, at its sole option, upon notice to the Trustee
but without the consent of any Holders of the Debentures, to add any
restrictive covenants to the terms and conditions of the Debentures or
to provide that the Debentures shall be convertible or exchangeable at
the option of the Holder into specified equity or debt securities of
the Company or any other Person.
9. Obligation Absolute. No reference herein to the Indenture
and no provision of the Debentures or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and
unconditional, to pay the Principal Amount and any premium of and any
interest on the Debentures at the place, rate and respective times and
in the coin or currency prescribed herein and in the Indenture.
10. Defaults and Remedies. If an Event of Default with
respect to the Debentures shall have occurred and be continuing, the
Principal Amount of the Debentures and all accrued and unpaid interest
thereon may be declared due and payable in the manner and with the
effect provided in the Indenture.
11. Authentication. Unless the certificate of authentication
on any Debenture has been manually executed by or on behalf of the
Trustee under the Indenture, such Debenture shall not be entitled to
any benefits under the Indenture or be valid or obligatory for any
purpose.
12. Abbreviations. Customary abbreviations may be used in the
name of a Holder or an assignee, such as TEN COM (=tenants in common),
TEN ENT (=tenants by the entireties), JT TEN (=joint tenant with right
of survivorship and not as tenants in common), CUST (=Custodian), and U
G M A (=Uniform Gifts to Minors Act).
<PAGE>
13. CUSIP Numbers. Pursuant to a recommendation promulgated
by the Committee on Uniform Security Identification procedures, the
Company has caused a CUSIP number to be printed on the Debentures and
has directed the Trustee to use such CUSIP numbers in notices of
redemption as a convenience to such Holders. No representation is made
as to the accuracy of such CUSIP number either as printed on the
Debentures or as contained in any notice of redemption and reliance may
be placed only on the other identification numbers placed hereon.
14. Miscellaneous. The Debentures shall be governed by and
construed in accordance with the laws of the State of New York, as
applied to contracts made and performed within the State of New York,
without regard to principles of conflict of laws.
The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to:
Time Warner Inc., 75 Rockefeller Plaza, New York, NY, 10019, Attention
of General Counsel.
<PAGE>
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto Please insert Social Security or Other Identifying
number of Assignee
- ------------------------------------------------------------
- ------------------------------------------------------------
(Name and Address of Assignee, including zip code, must be printed or
typewritten)
- ------------------------------------------------------------ the
within Debenture, and all rights thereunder, hereby irrevocably
constituting and appointing
- ------------------------------------------------------ Attorney
to transfer said Debenture on the books of the Company, with full power
of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with
the name as it appears upon the face of this Debenture in every
particular without alteration or enlargement or any change whatsoever
and must be guaranteed by a commercial bank or trust company having its
principal office or a correspondent in The City of New York or by a
member or member's organization of the New York Stock Exchange.
<PAGE>
EXHIBIT 5.1
[Letterhead of]
CRAVATH, SWAINE & MOORE
August 1, 1995
Time Warner Inc.
Registration Statement on Form S-8
Dear Sirs:
We have acted as counsel for Time Warner Inc., a Delaware
corporation (the "Company") in connection with the proposed issuance by
the Company under an Indenture dated as of January 15, 1993 (the
"Indenture"), between the Company and Chemical Bank (the "Trustee"), as
Trustee, of up to $1,713,928.25 principal amount of Floating Rate Notes
Due August 15, 2002 of the Company, $1,028,356.95 principal amount of
7.975% Notes Due August 15, 2004 of the Company, $2,056,713.90
principal amount of 8.11% Debentures Due August 15, 2006 of the Company
and $2,056,713.90 principal amount of 8.18% Debentures Due August 15,
2007 of the Company (collectively, the "Exchange Securities") which are
to be purchased by holders of options (the "Options") that have been
granted to employees of American Television and Communications
Corporation, a wholly owned subsidiary of the Company ("ATC"), and its
subsidiaries pursuant to the American Television and Communications
Corporation Stock Option Plan (amended and restated effective as of
April 26, 1990), as amended (the "Plan").
In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such
documents, corporate records and other instruments as we have deemed
necessary or appropriate for the purpose of this opinion, including
(a) the Restated Certificate of Incorporation of the Company; (b) the
above referenced Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities
<PAGE>
and Exchange Commission (the "Commission") on August 1, 1995; (c) the
Indenture previously filed with the Commission and incorporated by
reference as an exhibit to the Registration Statement; (d) the form of
the Floating Rate Notes Due August 15, 2000 of the Company filed with
the Commission as an exhibit to the Registration Statement; (e) the
form of the 7.975% Notes Due August 15, 2004 of the Company filed with
the Commission as an exhibit to the Registration Statement; (f) the
form of the 8.11% Debentures Due August 15, 2007 of the Company filed
with the Commission as an exhibit to the Registration Statement; and
(g) the form of the 8.18% Debentures Due August 15, 2007 of the
Company filed with the Commission as an exhibit to the Registration
Statement.
Based on the foregoing, we are of opinion as follows:
(i) assuming the due authorization, execution and
delivery of the Indenture by the Trustee, the Indenture
will constitute a legal, valid and binding agreement of
the Company, enforceable against the Company in
accordance with its terms (subject to applicable
bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other laws affecting
creditors' rights generally from time to time in effect
and subject as to enforceability to general principles
of equity, regardless of whether considered in a
proceeding in equity or at law);
(ii) when duly authorized, executed and delivered
by the Company and, when authenticated in the manner
provided for in the Indenture and delivered against the
exercise of Options therefor as described in the
Prospectus relating to the Plan dated May 19, 1990 and
the Prospectus Supplement relating to the Plan dated
August 1, 1995, the Exchange Securities will constitute
valid and binding obligations of the Company,
enforceable against the Company in accordance with
their terms.
We are members of the bar of the State of New York and we do
not express any opinion as to any laws other than the laws of the
State of New York and the Federal laws of the United States of
America.
We know that we may be referred to as counsel who has passed
upon the validity of the Exchange Securities in
<PAGE>
the Prospectus Supplement forming a part of the Registration
Statement, and we hereby consent to such use of our name in the
Registration Statement, as well as to the use of this letter as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Cravath, Swaine & Moore
Time Warner Inc.
75 Rockefeller Plaza
New York, NY 10019
O
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement on Form S-8 and related Prospectus of Time
Warner Inc. ("TWI") relating to TWI's Floating Rate Notes Due August
15, 2000, 7.975% Notes Due August 15, 2004, 8.11% Debentures Due August
15, 2006 and 8.18% Debentures Due August 15, 2007 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, as amended by Amendment No. 1 thereto dated June 28, 1995
("TWI's 1994 Form 10- K"), 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 1994 Form
10-K, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
New York, New York
July 31, 1995
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Time Warner Inc. on Form S-8 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
July 31, 1995
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement on Form S-8 and related Prospectus of Time
Warner Inc. ("TWI") relating to TWI's Floating Rate Notes Due August
15, 2000, 7.975% Notes Due August 15, 2004, 8.11% Debentures Due August
15, 2006 and 8.18% Debentures Due August 15, 2007 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
July 31, 1995
<PAGE>
EXHIBIT 23.4
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 on Form S-8.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Stamford, Connecticut
August 1, 1995
<PAGE>
EXHIBIT 23.5
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Time Warner Inc. on Form S-8 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
August 1, 1995
<PAGE>
EXHIBIT 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registrations Statement on Form S-8 of Time
Warner 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 1994
Annual Report on Form 10-K of Time Warner Entertainment Company, L.P.
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
August 1, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
officers and directors of TIME WARNER INC., a Delaware corporation
(the "Corporation"), hereby constitutes and appoints GERALD M. LEVIN,
RICHARD D. PARSONS, PHILIP R. LOCHNER, JR., PETER R. HAJE, and RICHARD
J. BRESSLER, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power to act without the
others, for him or her and in his or her name, place and stead, in any
and all capacities, to sign one or more Registration Statements on
Form S-8 or any other appropriate form and any and all amendments to
any such Registration Statement or such appropriate form (including
post-effective amendments) and any and all future forms, to be filed
with the Securities and Exchange Commission for purposes of
registering under the provisions of the Securities Act of 1933 as
amended, the Corporation's Floating Rate Notes Due August 15, 2000,
7.98% Notes Due August 15, 2004, 8.11% Debentures Due August 15, 2006
and 8.18% Debentures Due August 15, 2007 (collectively, the "Exchange
Securities") which are issuable upon the exercise of options granted
under the American Television and Communications Corporation Stock
Option Plan (Amended and Restated Effective as of April 26, 1990) (the
"Options"), with power where appropriate to affix thereto the
corporate seal of the Corporation and to attest said seal, and to file
any such Registration Statement, any such amendments and post-
effective amendments to such Registration Statement, with all exhibits
thereto, and any and all documents in connection therewith, with the
Securities and Exchange Commission, to do any and all things and
execute any and all instruments that such attorney may deem necessary
or advisable under any securities or Blue Sky law of any of the States
of the United States of America in order to effect the registration or
qualification (or exemption therefrom) of the Exchange Securities
including, without limitation, the Exchange Securities that are
issuable upon exercise of the Options, for issue, offer, sale or trade
under the Blue Sky or other securities laws of any such State and in
connection therewith to execute, acknowledge, verify, deliver, file
and cause to be published any applications, reports, consents to
service of process, appointments of attorneys to receive service of
process and other papers and instruments which may be necessary or
advisable under such laws, including specifically, but without
limiting the generality of the foregoing, the power and authority to
sign his or her name in any and all capacity, 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 or she might or could do in
<PAGE>
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 or her name as of the 31st day of July 1995.
(i) Principal Executive Officers: (ii) Principal Financial Officer:
/s/ Gerald M. Levin /s/ Richard J. Bressler
- ------------------------------- -------------------------------
Gerald M. Levin Richard J. Bressler
Chairman, Chief Senior Vice President
Executive Officer and Chief Financial Officer
and Director
(iii) Principal Accounting Officer:
/s/ Richard D. Parsons /s/ John A. LaBarca
- ------------------------------ -------------------------------
Richard D. Parsons John A. LaBarca
President and Director Vice President and Controller
(iv) Directors:
/s/ Merv Adelson /s/ Lawrence B. Buttenwieser
- ----------------------------- -------------------------------
Merv Adelson Lawrence B. Buttenwieser
/s/ Edward S. Finkelstein /s/ Beverly Sills Greenough
- ----------------------------- -------------------------------
Edward S. Finkelstein Beverly Sills Greenough
/s/ Carla A. Hills /s/ David T. Kearns
- ----------------------------- ------------------------------
Carla A. Hills David T. Kearns
<PAGE>
/s/ Henry Luce III /s/ Reuben Mark
- ----------------------------- ------------------------------
Henry Luce III Reuben Mark
/s/ Michael A. Miles /s/ J. Richard Munro
- ----------------------------- ------------------------------
Michael A. Miles J. Richard Munro
/s/ Donald S. Perkins /s/ Raymond S. Troubh
- ----------------------------- ------------------------------
Donald S. Perkins Raymond S. Troubh
/s/ Francis T. Vincent, Jr.
- -----------------------------
Francis T. Vincent, Jr.
