As filed with the Securities and Exchange Commission on February 14, 1995
Registration No. 33-57667
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TIME WARNER INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-1388520
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
75 Rockefeller Plaza
New York, New York 10019
(Address of Principal Executive Offices)(Zip Code)
TIME WARNER INC. 1994 STOCK OPTION PLAN
(Full title of the Plan)
Peter R. Haje, Esq.
Executive Vice President and General Counsel
Time Warner Inc.
75 Rockefeller Plaza
New York, New York 10019
(Name and Address of agent for service)
(212) 484-8000
(Telephone number, including area code, of agent for service)
<PAGE> PART II
The purpose of this amendment is to include in the Exhibit Index
a statement that was inadvertently omitted.
II-2
<PAGE> SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf
by the undersigned thereunto duly authorized, in the City and State
of New York, on February 14, 1995.
TIME WARNER INC.
By Richard J. Bressler
Name: Richard J. Bressler
Title: Senior Vice President,
Finance
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons on February 14, 1995 in the capacities indicated.
Signature Title
(i) Principal Executive Officer:
* Director, Chairman of the Board and
(Gerald M. Levin) Chief Executive Officer
(ii) Principal Financial Officer:
Richard J. Bressler Senior Vice President, Finance
(Richard J. Bressler)
(iii) Principal Accounting Officer:
John A. LaBarca Vice President and Controller
(John A. LaBarca)
(iv) Directors:
*
(Merv Adelson)
*
(Lawrence B. Buttenwieser)
II-3
<PAGE>
*
(Edward S. Finkelstein)
*
(Beverly Sills Greenough)
*
(Carla Hills)
*
(David T. Kearns)
*
(Henry Luce III)
*
(Reuben Mark)
(Michael A. Miles)
*
(J. Richard Munro)
*
(Richard D. Parsons)
*
(Donald S. Perkins)
*
(Raymond S. Troubh)
*
(Francis T. Vincent)
Constituting a majority of the
Board of Directors
*By Peter R. Haje
(Peter R. Haje)
(Attorney-in-Fact)
*Pursuant to Powers of Attorney
dated as of April 11, 1994
II-4
<PAGE> EXHIBIT INDEX
Exhibit
Number Description Page
4.1 Restated Certificate of Incorporation of the Registrant, as
filed with the Secretary of State of the State of Delaware
on May 26, 1993 (which is incorporated herein by reference
to Exhibit 3 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1993
(File No. 1-8637) (the "Second Quarter 1993 Form 10-Q")). *
4.2 Specimen certificate of Common Stock, par value $1.00 per
share, of the Registrant (which is incorporated herein by
reference to Exhibit 4.1 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1991
(File No. 1-8637)). *
4.3 Indenture dated as of March 15, 1993 between the Registrant
and Chemical Bank, as Trustee, relating to the 8 3/4%
Convertible Subordinated Debentures due 2015 of the
Registrant (which is incorporated herein by reference to
Exhibit 4.4 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1992 (File No. 1-8367)
(the "1992 Form 10-K")). *
4.4 Specimen Certificate of the Registrant's 8 3/4% Convertible
Subordinated Debentures due 2015 (which is incorporated
herein by reference to Exhibit 4.5 to the 1992 Form 10-K). *
4.5 First Supplemental Indenture dated as of June 15, 1993,
between the Registrant and Chemical Bank, as Trustee,
to the Indenture dated as of January 15, 1993, between
the Registrant and Chemical Bank, as Trustee, including
as Exhibit A the form of Liquid Yield Option Note(TRADEMARK)
due 2013 (which is incorporated herein by reference to
Exhibit 4 to the Second Quarter 1993 Form 10-Q). *
4.6 By-laws of the Registrant, as amended through
March 18, 1993 (which is incorporated herein by reference
to Exhibit 3.4 to the Registrant's 1992 Form 10-K). *
4.7 Certificate of the Voting Powers, Designations, Preferences
and Relative Participating, Optional and Other Rights and
Qualifications of Series A Participating Cumulative Preferred
Stock of the Registrant as filed with the Secretary of State
of the State of Delaware on January 26, 1994 (which is
incorporated herein by reference to Exhibit 3.(i)(c) to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993 (File No. 1-8637)). *
* Incorporated by reference.
The Registrant hereby agrees to furnish to the Securities and Exchange
Commission at its request copies of long-term debt instruments defining the
rights of holders of the Registrant's outstanding long-term debt that are not
required to be filed herewith.
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
4.8 Rights Agreement dated as of January 20, 1994 between the
Registrant and Chemical Bank, as Rights Agent (which is
incorporated herein by reference to Exhibit 4(a) to the
Registrant's Current Report on Form 8-K dated
January 20, 1994). *
5. Opinion of Thomas W. McEnerney, Esq. regarding the legality
of the securities being registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Price Waterhouse LLP, independent accountants.
23.3 Consent of Thomas W. McEnerney, Esq. (included
in Exhibit 5).
24.1 Powers of Attorney (which are incorporated herein
by reference to Exhibit 24.1 to the Registrant's
Registration Statement on Form S-8 (Registration
No. 33-53213)). *
* Incorporated by reference.
The Registrant hereby agrees to furnish to the Securities and Exchange
Commission at its request copies of long-term debt instruments defining the
rights of holders of the Registrant's outstanding long-term debt that are not
required to be filed herewith.
II-6
