As filed with the Securities and Exchange Commission on September 12, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TIME WARNER INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other
jurisdiction of 13-1388520
incorporation or (I.R.S. Employer
organization) Identification No.)
75 Rockefeller Plaza
New York, N.Y. 10019
(212) 484-8000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Peter R. Haje
Executive Vice President, Secretary and General Counsel
Time Warner Inc.
75 Rockefeller Plaza
New York, N.Y. 10019
(212) 484-8000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
William P. Rogers, Jr., Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, N.Y. 10019-7415
(212) 474-1270
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of the registration
statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, please check
the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ] ___________________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ___________________
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [X]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Each Class Amount to Offering Aggregate Amount of
of Securities to be be Price Offering Registration
Registered Registered Per Share(1) Price (1) Fee
Common Stock, par value 16,037,160
$1.00 per share(2) . . shares(3) $40.00(4) $641,486,400 $221,202
(1) Estimated solely for the purpose of calculating the registration
fee.
(2) This Registration Statement also relates to (i) the Rights to
Purchase Series A Cumulative Participating Preferred Stock (the
"Series A Preferred Stock") of the Registrant associated with the
shares of Common Stock, par value $1.00 per share, of the
Registrant being registered hereby and (ii) such Series A
Preferred Stock. Until the occurrence of certain prescribed
events the Rights are not exercisable, are evidenced by the
certificates for the Common Stock and will be transferred along
with and only with such securities. Thereafter, separate Rights
certificates will be issued representing in the case of the
Common Stock, one Right for each share of Common Stock held,
subject to adjustment pursuant to antidilution provisions.
(3) Plus such indeterminate number of additional shares of Common
Stock, par value $1.00 per share, as may be issuable pursuant to
certain anti-dilution provisions or certain adjustment provisions
under the CVI Merger Agreement described herein.
(4) Calculated in accordance with Rule 457(c) under the Securities
Act based upon the average of the high and low price of the
Common Stock on September 7, 1995, as quoted per the New York
Stock Exchange Composite Tape.
The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities may not
be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This Prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any State in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED , 1995
Prospectus
TIME WARNER INC.
Common Stock, par value $1.00 per share
This Prospectus relates to 16,037,160 shares of Common
Stock, par value $1.00 per share and associated rights to purchase
Series A Participating Cumulative Preferred Stock (collectively
referred to herein as the "Common Stock"), of Time Warner Inc., a
Delaware corporation (the "Company"), issued, or issuable upon
conversion or exchange of shares of Series E Preferred Stock and
shares of Series F Preferred Stock (collectively, the "Preferred
Stock") issued, in connection with the acquisition of Cablevision
Industries Corporation and certain affiliated entities (collectively,
the "Cablevision Companies") by the Company (the "Acquisition"), which
shares of Common Stock are being offered for sale from time to time
pursuant to this Prospectus for the account of the persons to whom
such shares of Common Stock or Preferred Stock have been issued in
connection with the Acquisition (the "Selling Shareholders"). This
Prospectus also relates to such indeterminate number of additional
shares of Common Stock as may be issued to the Selling Shareholders
pursuant to the anti-dilution provisions of the Preferred Stock or
certain adjustment provisions contained in the CVI Merger Agreement
described herein.
The Common Stock of the Company is listed on the New York
Stock Exchange ("NYSE") and the Pacific Stock Exchange ("PSE"). On
September 8, 1995, the last sale price on the NYSE for one share of
Common Stock of the Company was $40.50.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------
The Common Stock may be offered for sale from time to time
during the periods specified herein by the Selling Shareholders
originally named herein, or by certain other persons, including
persons who qualify as "Holders" under the Registration Rights
Agreement described herein and who are named in an amendment or
supplement to this Prospectus in one or more transactions described
herein on the NYSE, PSE or any other securities exchange on which the
Common Stock is traded, in the over-the-counter market, in one or more
private transactions or in a combination of such methods of sale, at
prices and on terms then prevailing, at prices related to such prices
or at negotiated prices. See "Plan of Distribution". The price at
which any of the shares of Common Stock may be sold, and the
commissions, if any, paid in connection with any such sale, are
unknown and may vary from transaction to transaction. It is understood
that the Securities and Exchange Commission (the "Commission") may
take the view that, under certain circumstances, persons effecting
resales of Common Stock purchased and dealers or brokers handling such
transactions may be deemed (such persons not so conceding) to be
"underwriters" within the meaning of the Securities Act of 1933, and
the rules and regulations promulgated thereunder (the "Securities
Act"), with respect to such sales.
--------------------
The date of this Prospectus is , 1995.
<PAGE>
No person has been authorized to give any information or to
make any representations not contained in this Prospectus in
connection with the offer made by this Prospectus and, if given or
made, such information or representations must not be relied upon as
having been authorized by the Company or by any underwriter, dealer or
agent. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the Common Stock offered hereby
in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any
securities other than those to which it relates. Neither the delivery
of this Prospectus nor any sale of or offer to sell the Common Stock
offered hereby shall, under any circumstances, create an implication
that there has been no change in the affairs of the Company since the
date hereof or that the information herein is correct as of any time
subsequent to its date.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information
filed by the Company with the Commission pursuant to the informational
requirements of the Exchange Act can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the following Regional Offices of the Commission: New York Regional
Office, 7 World Trade Center, 13th Floor, New York, New York 10048 and
Chicago Regional Office, Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material
can also be obtained upon written request addressed to the Securities
and Exchange Commission, Public Reference Section, Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such
reports, proxy statements and other information can also be inspected
at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005, and at the offices of the Pacific Stock
Exchange, 301 Pine Street, San Francisco, California 94104, on which
the Common Stock is listed.
This Prospectus forms a part of a registration statement on
Form S-3 (referred to herein, including all amendments and exhibits,
as the "Registration Statement") which the Company has filed under the
Securities Act with respect to the Common Stock. This Prospectus does
not contain all the information otherwise set forth in the
Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For
further information, reference is made to the Registration Statement
and the exhibits filed as part thereof. The Registration Statement may
be inspected at the public reference facilities maintained by the
Commission at the addresses set forth in the preceding paragraph.
Statements contained herein concerning any document filed as an
exhibit are not necessarily complete and, in each instance, reference
is made to the copy of such document filed as an exhibit to the
Registration Statement. Each such statement is qualified in its
entirety by such reference.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus incorporates documents by reference which
are not presented herein or delivered herewith. These documents (other
than exhibits to such documents unless such exhibits are specifically
incorporated by reference) are available to any person to whom this
Prospectus is delivered, on written or oral request, without charge.
Requests should be directed to Time Warner Inc., 75 Rockefeller Plaza,
New York, New York 10019, Attention: Shareholder Relations (telephone
number (212) 484-6971).
The following documents filed with the Commission by the
Company (File No. 1-8637) pursuant to the Exchange Act are
incorporated by reference in this Prospectus:
(1) Annual Report on Form 10-K for the year ended December
31, 1994, as amended by Amendment No. 1 thereto dated June 28,
1995 (the "Time Warner Annual Report");
(2) Quarterly Report on Form 10-Q for the quarters ended
March 31, 1995, and June 30, 1995;
(3) Current Reports on Form 8-K dated January 26, 1995,
February 6, 1995, April 1, 1995, May 30, 1995, June 15, 1995,
July 6, 1995, and August 14, 1995;
(4) The description of the Common Stock contained in Item 4
of the Company's Registration Statement on Form 8-B filed with
the Commission on December 8, 1983, pursuant to Section 12(b) of
the Exchange Act, as amended by amendments on Form 8 dated
January 24, 1984, August 1, 1984, and August 22, 1986 (the
"Description of the Common Stock"); and
(5) The description of the Rights to Purchase Series A
Participating Cumulative Preferred Stock contained in Item 1
(Description of Securities to be Registered) of the Company's
registration statement on Form 8-A and the exhibits attached
thereto filed with the Commission on January 24, 1994 (the
"Rights Plan").
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
termination of the offering of the Common Stock offered hereby shall
be deemed to be incorporated by reference into this Prospectus.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
<PAGE>
THE COMPANY
The Company is one of the largest media and entertainment
companies in the world. Its businesses are conducted in five principal
areas: Publishing, Music, Filmed Entertainment, Programming-HBO and
Cable. Publishing consists principally of the publication and
distribution of magazines and books; Music consists principally of the
production and distribution of recorded music and the ownership and
administration of music copyrights; Filmed Entertainment consists
principally of the production and distribution of motion pictures and
television programming, the distribution of video cassettes and the
ownership and operation of retail stores and theme parks;
Programming-HBO consists principally of the production and
distribution of pay television and cable programming; and Cable
consists principally of the operation of cable television systems.
The Company was incorporated in the State of Delaware in
August 1983 and is the successor to a New York corporation that was
originally organized in 1922. The Company changed its name from Time
Incorporated to Time Warner Inc. following its acquisition of 59.3% of
the common stock of Warner Communications Inc. ("WCI") in July 1989.
WCI became a wholly owned subsidiary of the Company in January 1990
upon the completion of the merger of WCI and a subsidiary of the
Company.
Time Warner Entertainment Company, L.P. ("TWE") was formed
as a Delaware limited partnership in 1992 to own and operate
substantially all of the Filmed Entertainment, Programming-HBO and
Cable business owned and operated by Time Warner prior to such date.
Certain wholly owned subsidiaries of the Company (the "Time Warner
General Partners") collectively own 68.88% of the pro rata priority
capital and residual equity interests in TWE and wholly owned
subsidiaries of Toshiba Corporation and US West Inc. own pro rata
priority capital and residual equity interests in TWE of 5.61% and
25.51%, respectively. In addition, the Time Warner General Partners
own priority capital interests senior and junior to the pro rata
priority capital interests. On August 31, 1995 the Company entered
into agreements with Itochu Corporation and Toshiba Corporation to
acquire their respective 5.61% pro rata capital and residual equity
interests in TWE.
The Company's principal executive offices are located at 75
Rockefeller Plaza, New York, New York 10019, and its telephone number
is (212) 484-8000.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the
sale from time to time of the Common Stock offered hereby. All
proceeds from the sale of the Common Stock offered hereby will be for
the account of the Selling Shareholders, as described below. See
"Selling Shareholders" and "Plan of Distribution" described below.
<PAGE>
DESCRIPTION OF THE COMMON STOCK
The following general summary of the Common Stock is
qualified in its entirety by reference to the Company's Restated
Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), which is an exhibit to the Registration Statement of
which this Prospectus is a part.
The Company is authorized by the Certificate of
Incorporation to issue 750,000,000 shares of Common Stock and
250,000,000 shares of preferred stock, par value $1.00 per share. On
August 31, 1995, 387,166,475 shares of Common Stock (excluding
approximately 45.7 million shares of Common Stock held as treasury
shares by the Company, as to which approximately 43.7 million were
held by wholly owned subsidiaries of the Company) were issued and
outstanding and approximately 148 million shares were reserved for
issuance upon exercise of outstanding stock options and warrants and
conversion of outstanding convertible securities. Also, as of August 31,
1995, 464,638 shares of the Company's Series B Preferred Stock,
3,264,508 shares of Series C Preferred Stock and 11 million shares of
Series D Preferred Stock were issued and outstanding. Upon
consummation of the proposed Acquisition described below, the Company
will have outstanding approximately 2.5 million additional shares of
Common Stock and approximately 3.25 million shares of Series E
Preferred Stock and 3.25 million shares of Series F Preferred Stock.
The Series C, D, E and F Preferred Stock are or will be, as the case
may be, convertible in the aggregate into approximately 43.2 million
shares of Common Stock. Each such series of Preferred Stock has a
liquidation value of $100 per share and will receive, for a period of
five years with respect to the Series C and E Preferred Stock and for
a period of four years with respect to the Series D and F Preferred
Stock, an annual dividend per share equal to the greater of $3.75 and
an amount equal to the dividends paid on the Common Stock into which
such share of Preferred Stock may be converted. The Series C, D, E and
F Preferred Stock are or will be, as the case may be, entitled to vote
with the Common Stock on matters submitted to a vote of stockholders
and will have two votes per share in any such matter. For a discussion
of the Series C, D, E and F Preferred Stock reference is made to the
Company's Current Report on Form 8-K dated August 14, 1995.
The holders of the Common Stock are entitled to receive
dividends when, as and if declared by the Board of Directors of the
Company out of funds legally available therefore, subject to the
rights of any preferred stock at the time outstanding.
The holders of the Common Stock are entitled to one vote for
each share on all matters voted on by stockholders, including
elections of directors. The holders of the Common Stock do not have
any cumulative voting, conversion, redemption or preemptive rights. In
the event of dissolution, liquidation or winding up of the Company,
holders of the Common Stock will be entitled to share ratably in any
assets remaining after the satisfaction in full of the prior rights of
creditors, including holders of the Company's indebtedness, and the
aggregate liquidation preference of any preferred stock then
outstanding.
Pursuant to the Company's Certificate of Incorporation,
provided that full dividends on all outstanding shares of any series
of the Company's preferred stock have been paid, outstanding shares of
Common Stock may be redeemed by action of the Company's Board of
Directors to the extent necessary to prevent the loss of any
governmental license or franchise, the holding of which is conditioned
upon stockholders possessing prescribed qualifications.
<PAGE>
The Common Stock is listed on the New York Stock Exchange,
the Pacific Stock Exchange and the International Stock Exchange of the
United Kingdom and the Republic of Ireland, Ltd. Chemical Bank is the
transfer agent and registrar for the Common Stock.
Each share of Common Stock has associated with it one right
(a "Right") to purchase one one-thousandth of a share of Series A
Participating Cumulative Preferred Stock (or in certain cases other
securities) of the Company. The terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") dated as of January 20,
1994, between the Company and Chemical Bank, as Rights Agent. Prior to
the occurrence of certain events, including a determination by the
Board of Directors following the public disclosure of a tender or
exchange offer for shares of Common Stock representing 15% or more of
the outstanding shares of the Common Stock, the Rights will not be
represented by separate certificates and will be transferable with and
only with the associated Common Stock.
Pursuant to the Rights Agreement, in the event that, among
other things, a third party acquires beneficial ownership of 15% or
more of the outstanding shares of the Common Stock, each holder of
Rights will be entitled to purchase securities of the Company having a
market value equal to twice the purchase price thereof. In certain
circumstances, including an acquisition involving 50% or more of the
assets or earning power of the Company, the Rights will become
exercisable to purchase common shares of the acquiror having a market
value equal to twice the purchase price thereof. In addition, Rights
held by an Acquiring Person (as defined in the Rights Agreement) will
become null and void, nontransferable and nonexercisable.
The Rights Agreement provides that the Rights will not
become exercisable in the event of a Qualifying Offer. A "Qualifying
Offer" is defined as an all-cash tender offer for all outstanding
shares of the Common Stock that meets certain fairness requirements,
including the provision of a written opinion of a nationally
recognized investment banking firm stating that the price to be paid
to stockholders pursuant to the offer is fair from a financial point
of view.
Subject to certain limitations, the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right. The
Rights will expire on January 20, 2004, unless earlier redeemed by the
Company.
The foregoing summary of certain terms of the Rights does
not purport to be complete and is subject to, and is qualified in its
entirety by reference to, the Rights Agreement, a copy of which is on
file with the Commission.
THE ACQUISITION
On (the "Closing Date"), Cablevision Industries
Corporation ("CVI") and the equity interests or assets of certain
affiliated companies (the "Gerry Companies" and, together with CVI, the
"Cablevision Companies") were acquired by the Company pursuant to the
Agreement and Plan of Merger dated as of February 6, 1995 (the "CVI
Merger Agreement"), among CVI, Alan Gerry, the Company and a
subsidiary of the Company, the Agreement and Plan of Merger dated as
of February 6, 1995 (the "CMP Merger Agreement"), among Cablevision
Management Corporation of
<PAGE>
Philadelphia, Alan Gerry and the Company, the Agreement and Plan of
Merger dated as of February 6, 1995 (the "CPI Merger Agreement"),
among Cablevision Properties, Inc., Alan Gerry and the Company, the
Purchase Agreement dated as of February 6, 1995 (the "Purchase
Agreement"), among Alan Gerry, Cablevision Industries Limited
Partnership, Cablevision Industries of Tennessee L.P., Cablevision
Industries of Saratoga Associates, Cablevision of Fairhaven/Acushnet,
Cablevision Industries of Middle Florida, Inc., Cablevision Industries
of Florida, Inc., Cablevision Industries of Delaware, Inc., and ARA
Cablevision, Inc., and certain other related agreements (the CVI
Merger Agreement, the CMP Merger Agreement, the CPI Merger Agreement,
the Purchase Agreement and such other related agreements,
collectively, the "Acquisition Agreements").
In connection with the Acquisition Agreements, the Company
and Alan Gerry entered into a Registration Rights Agreement dated as
of February 6, 1995 (the "Registration Rights Agreement"), pursuant to
which certain persons, including each person that became a registered
holder of Common Stock or Preferred Stock at the effective time of the
merger of CVI with a wholly owned subsidiary of the Company, are
entitled to certain registration rights with respect to the Common
Stock (or in certain cases other securities) issued (i) in the
Acquisition, (ii) pursuant to the conversion or exchange provisions of
the Preferred Stock or the anti-dilution provisions thereof, (iii)
pursuant to certain indemnification provisions of the Acquisition
Agreements and (iv) in respect of shares covered by the foregoing
clauses (i) through (iii) by way of a dividend, split,
recapitalization or in certain other transactions. As used in this
Prospectus, the term "Holder" refers to a person entitled to
registration rights under the Registration Rights Agreement.
On the Closing Date, the Company, Alan Gerry and certain
entities controlled by Alan Gerry entered into a Stockholders'
Agreement (the "Stockholders' Agreement") pursuant to which, among
other things, the Holders that are parties thereto agreed to certain
limitations on the time and manner in which they may dispose of the
Common Stock held by them.
SELLING SHAREHOLDERS
The following table sets forth as of the Closing Date, the
name of each of the Selling Shareholders, the nature of any position,
office or other material relationship that such Selling Shareholder
has had within the past three years with the Company or any of its
affiliates and the number of shares of Common Stock which each such
Selling Shareholder owned as of such date, assuming the immediate
conversion of all Preferred Stock held by each such Selling
Shareholder. The table also sets forth the number of shares of Common
Stock owned by each Selling Shareholder that may be offered for sale
from time to time by this Prospectus and the number of shares of
Common Stock to be held by each such Selling Shareholder assuming the
sale of all the Common Stock offered hereby. The Company may amend or
supplement this Prospectus from time to time to disclose the names,
relationships to the Company and holdings of Common Stock of
additional Selling Shareholders (each of which will be a Holder under
the Registration Rights Agreement) or to update the disclosure set
forth herein.
<PAGE>
Number of Shares Number of Shares
Name and Number of Shares of Common Stock of Common Stock
Relationship of Common Stock Which May Be Sold Owned Assuming the
to the Company, Owned as of Pursuant to This Sale of All of the
if any the Closing Date Prospectus Shares Offered Hereby
------------- ------------------- -------------- --------------------
Alan Gerry(1) 15,419,354(2) 15,419,354 0
Peachtree Cable 611,628(3) 611,628 0
Associates, Ltd.
W B Cable 6,178(4) 6,178 0
Limited
Partnership
--------------- --------------- ---------------
Total 16,037,160 16,037,160 0
--------------
(1) Alan Gerry is a member of the Partners Operating Committee of TWE.
For a description of TWE, see "The Company".
(2) As of the Closing Date, Alan Gerry owned 2,479,821 shares of
Common Stock, 3,106,521 shares of Series E Preferred Stock and
3,106,522 shares of Series F Preferred Stock. The conversion feature
of the Preferred Stock provides holders of Preferred Stock with the
right to convert one share of Preferred Stock into 2.08264 shares of
the Common Stock. Accordingly, the 3,106,521 shares of Series E
Preferred Stock are convertible into 6,469,765 shares of Common Stock
and the 3,106,522 shares of Series F Preferred Stock are convertible
into 6,469,768 shares of Common Stock.
(3) As of the Closing Date, Peachtree Cable Associates, Ltd. owned
19,977 shares of Common Stock, 142,044 shares of Series E Preferred
Stock and 142,043 shares of Series F Preferred Stock. The 142,044
shares of Series E Preferred Stock are convertible into 295,827 shares
of Common Stock and the 142,043 shares of Series F Preferred Stock are
convertible into 295,824 shares of Common Stock. Peachtree Cable
Associates, Ltd. is an affiliate of the Robert M. Bass Group, Inc.
(4) As of the Closing Date, W B Cable Limited Partnership owned 202
shares of Common Stock, 1,435 shares of Series E Preferred Stock and
1,435 shares of Series F Preferred Stock. The 1,435 shares of Series E
Preferred Stock are convertible into 2,988 shares of Common Stock and
the 1,435 shares of Series F Preferred Stock are convertible into
2,988 shares of Common Stock. W B Cable Limited Partnership is an
affiliate of the Robert M. Bass Group, Inc.
<PAGE>
PLAN OF DISTRIBUTION
The Common Stock covered by this Prospectus may be offered
for sale by the Selling Shareholders named herein (as amended from
time to time) from time to time pursuant and subject to the applicable
provisions of the Registration Rights Agreement and Stockholders'
Agreement. Pursuant to such provisions, this Prospectus shall be
available for the offer and sale of Common Stock (i) subject to
certain Blackout Periods described below, during the 10 business day
period immediately following the Closing Date and (ii) subject to any
Blackout Periods and certain Holdback provisions described below,
during each 15 business day period beginning on the third business day
after the Company's public announcement of its quarterly or year-end
financial results, subject, however, to certain volume limitations set
forth in the Registration Rights Agreement, provided that such 15
business day period may be extended and such volume limitations may be
increased in certain circumstances, as provided in the Registration
Rights Agreement. Under the Registration Rights Agreement, the Company
is required to maintain the effectiveness of the registration
statement to which this Prospectus relates for a minimum period of 36
calendar months from the date hereof (which period may be extended
under certain circumstances).
In accordance with the terms of the Registration Rights
Agreement and the Stockholders' Agreement, this Prospectus covers
sales and other dispositions (i) to a third party in a transaction
that complies with the volume and manner of sale provisions contained
in Rule 144(e) and (f) as in effect on the Closing Date under the
Securities Act of 1933 and (ii) to any third party except in any case
where the Selling Stockholder or any of its Affiliates or Associates
(as defined for purposes of the Stockholders' Agreement) knows or,
after commercially reasonable inquiry should have known, that such
third party beneficially owns or, after giving effect to such sale
will beneficially own, more than 5% of the aggregate Voting Power of
the Voting Securities of the Parent. "Voting Power", when used in
reference to any class or series of securities of the Parent, is the
power of such class or series to vote for the election of directors.
"Voting Securities", when used in reference to any person, are any
securities of such person having Voting Power or any securities of
such person convertible into or exchangeable for any securities having
Voting Power. For purposes of determining the percentage of Voting
Power for any class or series beneficially owned by any person, any
securities not outstanding which are subject to conversion rights,
exchange rights, rights, warrants, options or similar securities held
by such person shall be deemed to be outstanding for the purpose of
computing the percentage of outstanding securities of the class or
series beneficially owned by such person, but shall not be deemed to
be outstanding for the purpose of computing the percentage of the
class or series beneficially owned by any other person.
Under the terms of the Registration Rights Agreement and
subject to certain conditions and limitations set forth therein, the
Company may determine that this Prospectus will not be usable by
Holders for reasonable periods of time not in excess of 90 consecutive
days (a "Blackout Period") if the Company (a) determines in good faith
that the registration and distribution of the Common Stock (or use of
this Prospectus) would interfere with any pending financing,
acquisition, corporate reorganization or other corporate development
involving the Company or any of its subsidiaries (other than a matter
covered by the next sentence) or would require premature disclosure
thereof, and (b) promptly gives the Holders written notice thereof,
such notice to contain a general statement of the reasons for the
postponement or restriction on use and an approximation of the
anticipated delay. The Company shall not be entitled to initiate a
Blackout Period unless it shall
<PAGE>
concurrently forbid purchases or sales in the open market by senior
executives of the Company. The aggregate number of days included in
all Blackout Periods during any consecutive twelve months shall not
exceed the aggregate of 180 days less the number of days in such
period during which the Company shall maintain in effect a Holdback as
described below. The Registration Rights Agreement provides that,
subject to certain conditions and limitations set forth therein, the
Company may require the Holders to refrain from any public sale or
distribution of the Common Stock (a "Holdback") if the Company or the
underwriters for the Company determines that such transactions would
adversely affect an offering of Common Stock or certain related
securities by the Company.
The Common Stock may be offered for sale at prices and on
terms then prevailing on the securities exchanges where the Common
Stock is traded at prices related to such prices or at negotiated
prices. Such sales may be made on one or more securities exchanges or
in the over-the-counter market or otherwise. Subject in all cases to
the restrictions contained in the Registration Rights Agreement and
the Stockholders' Agreement which are summarized above, the Common
Stock may be sold by one or more of the following means of
distribution: (a) a block trade in which the broker-dealer so engaged
will attempt to sell the Common Stock as agent but may position and
resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker-dealer as principal and resale
by such broker-dealer for its own account pursuant to this Prospectus;
and (c) ordinary brokerage transactions and transactions in which the
broker solicits purchasers. This Prospectus may be amended and
supplemented from time to time to describe a specific plan of
distribution.
In connection with distributions of the Common Stock or
otherwise, the Selling Shareholders may enter into hedging
transactions with broker-dealers or other financial institutions. In
connection with such transactions, broker-dealers or other financial
institutions may engage in short sales of Common Stock in the course
of hedging the positions they assume with Selling Shareholders. The
Selling Shareholders may also sell Common Stock short and redeliver
the shares to close out such short positions. The Selling Shareholders
may also enter into option or other transactions with broker-dealers
or other financial institutions which require the delivery to such
broker-dealer or other financial institution of the Common Stock
offered hereby, which Common Stock such broker-dealer or other
financial institution, subject to the Stockholders' Agreement, may
resell pursuant to this Prospectus (as supplemented or amended to
reflect such transaction). The Selling Shareholders may also pledge
the shares registered hereunder to a broker-dealer or other financial
institution and, upon a default, such broker-dealer or other
financial institution may, subject to the Stockholders' Agreement,
effect sales of the pledged Common Stock pursuant to this Prospectus
(as supplemented or amended to reflect such transaction).
Brokers, dealers or agents may receive compensation in the
form of commissions, discounts or concessions from Selling
Shareholders in amounts to be negotiated in connection with sales
pursuant hereto. Any such remuneration will be disclosed in a
prospectus or prospectus supplement filed under the Securities Act.
Such brokers or dealers and any other participating brokers or dealers
may be deemed to be "underwriters" within the meaning of the
Securities Act, in connection with such sales and any such commission,
discount or concession may be deemed to be underwriting discounts or
commissions under the Securities Act. In addition, any securities
covered by this Prospectus which qualify for sale pursuant to Rule 144
may be sold under Rule 144 rather than pursuant to this Prospectus.
<PAGE>
Certain costs, expenses and fees in connection with the
registration of the Common Stock, including certain costs of legal
counsel for the Selling Shareholders, will be borne by the Company.
Commissions, discounts and transfer taxes, if any, attributable to the
sales of the Common Stock will be borne by the Selling Shareholders,
as may a portion of the costs of legal counsel for the Selling
Shareholders. The Selling Shareholders have agreed to indemnify the
Company or any underwriter, as the case may be, and any of their
respective affiliates, directors, officers and controlling persons,
against certain liabilities in connection with the offering of the
Common Stock pursuant to this Prospectus, including liabilities
arising under the Securities Act. In addition, the Company has agreed
to indemnify the Selling Shareholders or any underwriter, as the case
may be, and any of their respective affiliates, directors, officers,
trustees, partners, and controlling persons, (and any agent or
investment advisor thereof against certain liabilities in connection
with the offering of the Common Stock pursuant to this Prospectus,
including liabilities arising under the Securities Act.
EXPERTS
The consolidated financial statements of the Company and TWE
appearing in the Time Warner Annual Report, and the combined financial
statements of the Time Warner Service Partnerships incorporated by
reference therein, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon set forth therein and
incorporated herein by reference. Such financial statements have been
incorporated herein by reference in reliance upon such reports given
upon the authority of such firm as experts in accounting and auditing.
The financial statements of Summit Communications Group,
Inc. as of December 31, 1993 and 1994, and for the three years ended
December 31, 1994, incorporated by reference in the Prospectus, have
been audited by Deloitte & Touche LLP, independent auditors, as set
forth in their report thereon and incorporated herein by reference.
Such financial statements are incorporated herein by reference in
reliance upon such report and upon the authority of such firm as
experts in accounting and auditing.
The financial statements of Newhouse Broadcasting Cable
Division of Newhouse Broadcasting Corporation and subsidiaries as of
July 31, 1993 and 1994, and for the three years ended July 31, 1994,
incorporated by reference in this Prospectus, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report
thereon and incorporated herein by reference. Such financial
statements are incorporated herein by reference in reliance upon such
report and upon the authority of such firm as experts in accounting
and auditing.
The financial statements of Vision Cable Division of Vision
Cable Communications, Inc. and subsidiaries as of December 31, 1993
and 1994, and for the three years ended December 31, 1994,
incorporated by reference in this Prospectus, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report
thereon and incorporated herein by reference. Such financial
statements are incorporated herein by reference in reliance upon such
report and upon the authority of such firm as experts in accounting
and auditing.
<PAGE>
The financial statements of Cablevision Industries
Corporation as of December 31, 1993 and 1994, and for the three years
ended December 31, 1994, incorporated by reference in this Prospectus,
have been audited by Arthur Andersen LLP, independent public
accountants, as set forth in their report thereon and incorporated
herein by reference. Such financial statements are incorporated herein
by reference in reliance upon such report and upon the authority of
such firm as experts in accounting and auditing.
The financial statements of Cablevision Industries Limited
Partnership and combined entities as of December 31, 1993 and 1994,
and for the three years ended December 31, 1994, incorporated by
reference in this Prospectus, have been audited by Arthur Andersen
LLP, independent public accountants, as set forth in their report
thereon and incorporated herein by reference. Such financial
statements are incorporated herein by reference in reliance upon such
report and upon the authority of such firm as experts in accounting
and auditing.
The financial statements of KBLCOM Incorporated as of
December 31, 1993 and 1994, and for the three years ended December 31,
1994, incorporated by reference in this Prospectus, have been audited
by Deloitte & Touche LLP, independent auditors, as set forth in their
report thereon and incorporated herein by reference. Such financial
statements are incorporated herein by reference in reliance upon such
report and upon the authority of such firm as experts in accounting
and auditing.
The financial statements of Paragon Communications as of
December 31, 1993 and 1994, and for the three years ended December 31,
1994, incorporated by reference in this Prospectus, have been audited
by Price Waterhouse LLP, independent accountants, as set forth in
their report thereon and incorporated herein by reference. Such
financial statements are incorporated herein by reference in reliance
upon such report and upon the authority of such firm as experts in
accounting and auditing.
LEGAL MATTERS
Certain legal matters relating to the Common Stock offered
hereby were passed upon for the Company by Cravath, Swaine & Moore,
Worldwide Plaza, 825 Eighth Avenue, New York, New York, counsel to the
Company.
--------------------------
The following information is being disclosed pursuant to
Florida law and is accurate as of the date of the Prospectus: A
subsidiary of the Company pays royalties to Artex, S.A., a corporation
organized under the laws of Cuba, in connection with the distribution
in the United States of certain Cuban musical recordings. Current
information concerning this matter may be obtained from the State of
Florida Department of Banking & Finance, The Capital, Tallahassee,
Florida 32399-0350, 904-488-9805.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
SEC registration fee ........................ $221,202
Printing and engraving expenses ............. 0*
Accounting fees ............................. 25,000*
Legal fees .................................. 87,500*
Qualification under state securities laws ... 8,500*
Miscellaneous ............................... 0*
--------
$342,202
--------------------
* Estimated and subject to future contingencies.
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the
"DGCL") provides that a corporation may indemnify directors and
officers as well as other employees and individuals against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation -- a "derivative
action"), if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceedings,
had no reasonable cause to believe their conduct was unlawful. A
similar standard is applicable in the case of derivative actions,
except that indemnification only extends to expenses (including
attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of such action, and the statute requires
court approval before there can be any indemnification where the
person seeking indemnification has been found liable to the
corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter,
by-laws, disinterested director vote, stockholder vote, agreement or
otherwise.
Article VI of By-laws of the Company requires
indemnification to the fullest extent permitted under Delaware law of
any person who is or was a director or officer of the Company who is
or was involved or threatened to be made so involved in any action,
suit or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that such person is or was
serving as a director, officer or employee of the Company or any
predecessor of the Company or was serving at the request of the
Company as a director, officer or employee of any other enterprise.
Section 102(b)(7) of the DGCL permits a provision in the
certificate of incorporation of each corporation organized thereunder,
such as the Company, eliminating or limiting, with certain exceptions,
the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director. Section 1, Article X of the Certificate of
<PAGE>
Incorporation of the Company eliminates the liability of directors to
the extent permitted by Section 102(b)(7).
The foregoing statements are subject to the detailed
provisions of Section 145 and 102(b)(7) of the DGCL, Article VI of
such By-laws and Section 1, Article X of such Certificate of
Incorporation, as applicable.
The Company's Directors' and Officers' Liability and
Reimbursement Insurance Policy is designed to reimburse the Company
for any payments made by it pursuant to the foregoing indemnification.
Such policy has coverage of $50,000,000.
Item 16. Exhibits
4.1 Restated Certificate of Incorporation of the Company as
filed with the Secretary of State of the State of
Delaware on May 26, 1993 (which is incorporated herein
by reference to Exhibit 3 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1993).
4.2 Certificate of Ownership and Merger merging TWE
Holdings Inc. into the Company as filed with the
Secretary of State of the State of Delaware on
September 24, 1993 (which is incorporated herein by
reference to Exhibit 3.(i)(b) to the Company's Annual
Report on Form 10-K for the year ended December 31,
1993 (the "Company's 1993 Form 10-K")).
4.3 Certificate of the Voting Powers, Designations,
Preferences and Relative Participating, Optional and
Other Rights and Qualifications of Series A
Participating Cumulative Preferred Stock of the Company
as filed with the Secretary of State of the State of
Delaware on January 26, 1994 (which is incorporated
herein by reference to Exhibit 3.(i)(c) to the
Company's 1993 Form 10-K).
4.4 By-laws of the Company, as amended through March 18,
1993 (which is incorporated herein by reference to
Exhibit 3.3 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1992).
4.5 Rights Agreement dated as of January 20, 1994, between
the Company and Chemical Bank, as Rights Agent (which
is incorporated herein by reference to Exhibit 4(a) to
the Company's Current Report on Form 8-K dated January
20, 1994).
4.6 Specimen Certificate of the Company's Common Stock
(which is incorporated herein by reference to Exhibit
4.1 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1991).
<PAGE>
5 Opinion with consent of Cravath, Swaine & Moore,
counsel of the Company.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.
23.3 Consent of Ernst & Young LLP, Independent Auditors
(included in Exhibit 23.1).
23.4 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.5 Consent of Deloitte & Touche LLP, Independent Auditors.
23.6 Consent of Price Waterhouse LLP, Independent
Accountants.
23.7 Consent of Cravath, Swaine & Moore, counsel of the
Company (included in Exhibit 5).
24 Powers of Attorney (which is incorporated herein by
reference to Exhibit 24 to the Company's Form S-3
Registration Statement dated August 4, 1995 (File No.
33-61579)).
Item 17. Undertakings.
A. Undertaking Pursuant to Rule 415.
The Company hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the 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 A(1)(i) and A(1)(ii) do not
apply if the Registration Statement is on Form S-3 and the
information required to be included in a post-effective
<PAGE>
amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") that are
incorporated by reference in the Registration Statement;
(2) that, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof; and
(3) to remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
B. Undertaking Regarding Filings Incorporating Subsequent
Exchange Act Documents by Reference.
The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
C. Undertaking in Respect of Indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions described and the
documents referenced under Item 15 above, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly
caused this 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 12th day of September, 1995.
TIME WARNER INC.,
By: /s/ Peter R. Haje
-----------------------
Peter R. Haje
Executive Vice President,
Secretary and General Counsel
Pursuant to the requirements of the Securities Act of 1933,
this registration statement (on Form S-3) has been signed on the 12th
day of September, 1995 by the following persons in the capacities
and on the date indicated:
Signature Title
--------- -----
*
----------------------------
Gerald M. Levin Director,
Chairman of the Board and
Chief Executive Officer
*
----------------------------
Richard D. Parsons Director and President
*
----------------------------
Richard J. Bressler Senior Vice President and
Chief Financial Officer
<PAGE>
Signature Title
--------- -----
*
----------------------------
John A. LaBarca Vice President and Controller
*
----------------------------
Merv Adelson Director
*
----------------------------
Lawrence B. Buttenwieser Director
*
----------------------------
Edward S. Finkelstein Director
*
----------------------------
Beverly Sills Greenough Director
*
---------------------------
Carla A. Hills Director
*
---------------------------
David T. Kearns Director
<PAGE>
Signature Title
--------- -----
*
--------------------------
Henry Luce III Director
*
--------------------------
Reuben Mark Director
*
--------------------------
Michael A. Miles Director
*
-------------------------
J. Richard Munro Director
*
-------------------------
Donald S. Perkins Director
*
-------------------------
Raymond S. Troubh Director
*
-------------------------
Francis T. Vincent, Jr. Director
*By /s/ Peter R. Haje
------------------------------------
(Attorney-in-Fact)
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
No. Description Numbered Page
4.1 Restated Certificate of *
Incorporation of the Company as
filed with the Secretary of State
of the State of Delaware on
May 26, 1993 (which is
incorporated herein by reference
to Exhibit 3 to the Company's
Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993).
4.2 Certificate of Ownership and *
Merger merging TWE Holdings Inc.
into the Company as filed with the
Secretary of State of the State of
Delaware on September 24, 1993
(which is incorporated herein by
reference to Exhibit 3.(i)(b) to
the Company's Annual Report on
Form 10-K for the year ended
December 31, 1993 (the "Company's
1993 Form 10-K")).
4.3 Certificate of the Voting Powers, *
Designations, Preferences and
Relative Participating, Optional
and Other Rights and
Qualifications of Series A
Participating Cumulative Preferred
Stock of the Company as filed with
the Secretary of State of the
State of Delaware on January 26,
1994 (which is incorporated herein
by reference to Exhibit 3.(i)(c)
to the Company's 1993 Form 10-K).
4.4 By-laws of the Company, as amended *
through March 18, 1993 (which is
incorporated herein by reference
to Exhibit 3.3 to the Company's
Annual Report on Form 10-K for the
year ended December 31, 1992).
4.5 Rights Agreement dated as of *
January 20, 1994 between the
Company and Chemical Bank, as
Rights Agent (which is
incorporated herein by reference
to Exhibit 4(a) to the Company's
Current Report on Form 8-K dated
January 20, 1994).
4.6 Specimen Certificate of the *
Company's Common Stock (which is
incorporated herein by reference
to Exhibit 4.1 to the Company's
Annual Report on Form 10-K for the
year ended December 31, 1991).
<PAGE>
5 Opinion with consent of Cravath,
Swaine & Moore, counsel of the
Company.
23.1 Consent of Ernst & Young LLP,
Independent Auditors.
23.2 Consent of Deloitte & Touche LLP,
Independent Auditors.
23.3 Consent of Ernst & Young LLP,
Independent Auditors (included in
Exhibit 23.1).
23.4 Consent of Arthur Andersen LLP,
Independent Public Accountants.
23.5 Consent of Deloitte & Touche LLP,
Independent Auditors.
23.6 Consent of Price Waterhouse LLP,
Independent Accountants.
23.7 Consent of Cravath, Swaine &
Moore, counsel of the Company
(included in Exhibit 5).
24 Powers of Attorney (which is
incorporated herein by reference
to Exhibit 24 to the Company's
Form S-3 Registration Statement
dated August 4, 1995 (File No.
33-61579)).*
---------------
* Previously filed with the Commission and incorporated in the
Registration Statement by reference.
<PAGE>
EXHIBIT 5
[Letterhead of]
CRAVATH, SWAINE & MOORE
September 8, 1995
Time Warner Inc.
Dear Sirs:
We have acted as counsel for Time Warner Inc., a Delaware
corporation (the "Company"), in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933 (the "Securities Act") for the registration of
16,037,160 shares of Common Stock, par value $1.00 per share (the
"Shares"), of the Company.
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 for the purposes of this opinion, including (i) the
Certificate of Incorporation of the Company, (ii) the By-laws of the
Company, (iii) the Agreement and Plan of Merger dated as of February
6, 1995 (the "CVI Merger Agreement"), among CVI, Alan Gerry, the
Company and a subsidiary of the Company, the Agreement and Plan of
Merger dated as of February 6, 1995 (the "CMP Merger Agreement"),
among Cablevision Management Corporation of Philadelphia, Alan Gerry
and the Company, the Agreement and Plan of Merger dated as of
February 6, 1995 (the "CPI Merger Agreement"), among Cablevision
Properties, Inc., Alan Gerry and the Company, the Purchase Agreement
dated as of February 6, 1995 (the "Purchase Agreement"), among Alan
Gerry, Cablevision Industries Limited Partnership, Cablevision
Industries of Tennessee L.P., Cablevision Industries of Saratoga
Associates, Cablevision of Fairhaven/Acushnet, Cablevision Industries
of Middle Florida, Inc., Cablevision
<PAGE>
Industries of Florida, Inc., Cablevision Industries of Delaware, Inc.,
and ARA Cablevision, Inc., and certain other related agreements (the
CVI Merger Agreement, the CMP Merger Agreement, the CPI Merger
Agreement, the Purchase Agreement and such other related agreements,
collectively, the "Acquisition Agreements"), (iv) the form approved by
the Board of Directors of the Company of the Certificate of Voting
Powers, Designations, Preferences and Relative, Participating,
Optional or Other Special Rights, and Qualifications, Limitations or
Restrictions Thereof, of Series E Convertible Preferred Stock of the
Company ("Series E Certificate of Designations"), and (v) the form
approved by the Board of Directors of the Company of the Certificate
of Voting Powers, Designations, Preferences and Relative,
Participating, Optional or Other Special Rights, and Qualifications,
Limitations or Restrictions Thereof, of Series F Convertible Preferred
Stock of the Company ("Series F Certificate of Designations").
Based upon the foregoing, we are of opinion as follows:
1. The Company is validly existing and in good standing
under the laws of the State of Delaware.
2. The Shares have been duly and validly authorized and,
when issued pursuant to the terms of the Acquisition Agreements or the
Series E Certificate of Designations or Series F Certificate of
Designations (assuming such certificates of designations are duly
filed with the Secretary of State of the State of Delaware), will be
validly issued, fully paid and nonassessable.
<PAGE>
We hereby consent to the filing of this opinion as part of
the Registration Statement and to the use of our name therein and in
the related Prospectus under the caption "Legal Matters".
Very truly yours,
/s/ Cravath, Swaine & Moore
Time Warner Inc.
75 Rockefeller Plaza
New York, NY 10019
293A
O
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the references to our firm under the caption "Experts"
in the Registration Statement on Form S-3 and related Prospectus of
Time Warner Inc. ("TWI") for the registration of 16,037,160 shares of
Time Warner Common Stock, and to the incorporation by reference
therein of (i) our reports dated February 7, 1995 with respect to the
consolidated financial statements and schedule of TWI and Time Warner
Entertainment Company, L.P. included in TWI's Annual Report on Form
10-K for the year ended December 31, 1994, as amended by Amendment No.
1 thereto dated June 28, 1995 ("TWI's 1994 Form 10-K"), (ii) our
report dated March 3, 1995 with respect to the combined financial
statements of the Time Warner Service Partnerships incorporated by
reference in TWI's 1994 Form 10-K, and (iii) our reports dated July
28, 1995 with respect to the financial statements of Newhouse
Broadcasting Cable Division of Newhouse Broadcasting Corporation and
Subsidiaries for each of the three years in the period ended July 31,
1994, and Vision Cable Division of Vision Cable Communications, Inc.
and Subsidiaries for each of the three years in the period ended
December 31, 1994, included in the Current Report on Form 8-K of TWI
dated August 14, 1995, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
New York, New York
September 8, 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-3 of our report dated March
10, 1995, with respect to the consolidated financial statements of
Summit Communications Group, Inc. incorporated by reference in the
Form 8-K of Time Warner Inc. dated May 30, 1995, and to the reference
to us under the heading "Experts" in the Prospectus, which is part of
such Registration Statement.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Atlanta, Georgia
September 8, 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-3.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Stamford, Connecticut,
September 8, 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-3 of our report dated April
20, 1995, with respect to the consolidated financial statements of
KBLCOM Incorporated appearing in the Form 8-K of Time Warner Inc.
dated May 30, 1995, and to the reference to us under the heading
"Experts" in the Prospectus, which is part of such Registration
Statement.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Houston, Texas
September 8, 1995
<PAGE>
Exhibit 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Time
Warner Inc., relating to the acquisition of Cablevision Industries
Incorporated, of our report on the Paragon Communications financial
statements and schedule dated January 19, 1995, except as to Note 6,
which is as of January 27, 1995, which appears on page F-82 of the
Annual Report on Form 10-K of Time Warner Entertainment Company, L.P.
for the year ended December 31, 1994, which is incorporated by
reference in the Time Warner Inc. Annual Report on Form 10-K for the
year ended December 31, 1994. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Denver, Colorado
September 8, 1995
