Registration No. 333-
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
incorporation or organization) Identification Number)
75 Rockefeller Plaza
(Address of Principal Executive Offices) (Zip Code)
TIME WARNER 1996 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(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)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Maxium Proposed
Securities Aggregate Maximum
to be Amount to be Offering Price Aggregate Amount of
Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
Common Stock,
par value
$1.00 per
share(3) 250,000 $41.50 $10,375,000 $3,577.61
(1) This Registration Statement also relates to an indeterminate number
of additional shares of Common Stock pursuant to anti-dilution and
adjustment provisions of the above referenced plan.
(2) Calculated pursuant to 457(c), based on the average of the high
and low prices of the Common Stock as reported on the New York
Stock Exchange Composite Tape for May 21, 1996 on which day such
average was $41.50.
(3) This Registration Statement also pertains to Rights to Purchase
Series A Participating Cumulative Preferred Stock ("Rights") of the
Registrant. Upon the occurrence of certain prescribed events,
one Right will be issued for each share of Common Stock. Until the
occurrence of such events, the Rights are not exercisable, will be
evidenced by the certificates for the Common Stock and will be
transferred along with and only with the Common Stock.
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission (the "Commission") by the Registrant (File No. 1-8637)
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are
hereby incorporated by reference in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for
the year ended December 31, 1995 (the "1995 Form 10-K");
2. The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996;
3. The Registrant's Current Reports on Form 8-K dated January 4, 1996,
March 22, 1996, March 25, 1996, April 2, 1996, April 4, 1996,
April 11, 1996 (the "April 1996 8-K") and May 15, 1996
(the "May 1996 Form 8-K");
4. The description of the Registrant's Common Stock contained in
Item 4 of its 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 from time to time; and
5. The description of the Registrant's Rights to purchase Series A
Participating Cumulative Preferred Stock, par value $1.00 per share,
contained in Item 1 of its Registration Statement on Form 8-A filed
with the Commission on January 21, 1994 pursuant to Section 12(b)
of the Exchange Act.
All documents and reports subsequently filed by the Registrant pursuant
to Sections 13(a) and (c), 14 or 15(d) of the Exchange Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment to the Registration Statement which indicates that all securities
offered hereby have been sold, or which deregisters all such securities
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents or reports. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein and to be a part hereof 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 document which 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 Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements and schedules of the Registrant
and Time Warner Entertainment Company, L.P. appearing in the 1995 Form 10-K,
the combined financial statements of the Time Warner Service Partnerships
incorporated by reference therein, and the consolidated financial
statements and schedule of Cablevision Industries Corporation as of
December 31, 1995, and for the year then ended, which are incorporated
herein and in the Prospectus relating hereto by reference to the May 1996
Form 8-K, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon included therein and incorporated herein by
reference. Such consolidated financial statements and schedules are
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 Newhouse Broadcasting Cable Division of
Newhouse Broadcasting Corporation and Subsidiaries as of July 31, 1994 and
1993, and for each of the three years in the period ended July 31, 1994,
and the financial statements of Vision Cable Division of Vision Cable
Communications, Inc. and Subsidiaries as of December 31, 1994 and 1993,
and for each of the three years in the period ended December 31, 1994, which
are incorporated herein and in the Prospectus relating hereto by reference
to the May 1996 Form 8-K, have been audited by Ernst & Young LLP,
independent auditors, set forth in their reports thereon included
therein and incorporated herein by reference. Such financial statements are
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 Paragon Communications as of December 31,
1994 and 1993, and for each of the three years in the period ended December
31, 1994, which are incorporated herein and in the Prospectus relating hereto
by reference to the 1995 Form 10-K, and the consolidated financial statements
of Turner Broadcasting System, Inc. as of December 31, 1995 and 1994,
and for the three years in the period ended December 31, 1995, are incorporated
herein and to the Prospectus relating hereto by reference to the May 1996
Form 8-K, have been audited by Price Waterhouse LLP, independent accountants,
as stated in their reports thereon included therein and incorporated herein
by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Cablevision Industries
Corporation as of December 31, 1994, and for each of the two years in the
period ended December 31, 1994, which are incorporated herein and in the
Prospectus relating hereto by reference to the May 1996 Form 8-K, have been
audited by Arthur Andersen LLP, Independent Public Accountants, as set forth
in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements have been incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
The consolidated financial statements of KBLCOM Incorporated as of
December 31, 1994 and 1993, and for each of the three years in the period
ended December 31, 1994, which are incorporated herein and in the Prospectus
relating hereto by reference to the May 1996 Form 8-K, have been audited by
Deloitte & Touche LLP, Independent Auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such
consolidated financial statements have been incorporated herein by reference
in reliance upon such report given upon the authority of such firm as experts
in accounting and auditing.
Legal matters in connection with the Common Stock offered hereby have
been passed upon for the Registrant by Thomas W. McEnerney, Vice President
and Associate General Counsel of the Registrant, 75 Rockefeller Plaza, New
York, New York 10019. Mr. McEnerney beneficially owns less than .1% of
the Common Stock of the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed on the accompanying Exhibit Index are filed or
incorporated by reference as part of this Registration Statement.
Item 9. Undertakings.
(a) The undersigned Registrant 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;
(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 thereto)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective 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-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) 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.
(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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a)
or 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
thereof.
(h) 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 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 in 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 and State of New York, on May 24, 1996.
TIME WARNER INC.
By: Richard J. Bressler
Name: Richard J. Bressler
Title: Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons on May 24, 1996 in
the capacities indicated.
Signature Title
(i) Principal Executive Officers:
* Director, Chairman of the Board and
(Gerald M. Levin) Chief Executive Officer
* Director and President
(Richard D. Parsons)
(ii) Principal Financial Officer:
Richard J. Bressler Senior Vice President and Chief
(Richard J. Bressler Financial Officer
(iii) Principal Accounting Officer:
John A. LaBarca Vice President and Controller
(John A. LaBarca)
<PAGE>
(iv) Directors:
*
(Merv Adelson)
*
(Lawrence B. Buttenwieser)
*
(Beverly Sills Greenough)
*
(Carla Hills)
*
(David T. Kearns)
*
(Reuben Mark)
*
(Michael A. Miles)
*
(J. Richard Munro)
*
(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 May 16, 1996
<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 "June 1993 Form 10-Q")). *
4.2 Certificate of Ownership and Merger merging TWE Holdings
Inc. into Time Warner Inc. as filed with the Secretary
of State of the State of Delaware on October 13, 1993
(which is incorporated herein by reference to Exhibit
3.(i)(b) to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1993 (File No. 1-8637)
(the "1993 Form 10-K")). *
4.3 Certificate of the Voting Powers, Designations, Preferences
and Relative Participating, Optional and Other Special 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 1993 Form 10-K). *
4.4 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating, Optional
or Other Special Rights, and Qualifications, Limitations
or Restrictions thereof, of Series C Convertible Preferred
Stock of the Registrant as filed with the Secretary of
State of the State of Delaware on May 1, 1995
(which is incorporated herein by reference to
Exhibit 3.(i)(d) to the Registrant's 1995 Form 10-K"). *
4.5 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating, Optional
or Other Special Rights, and Qualifications, Limitations
or Restrictions thereof, of Series D Convertible Preferred
Stock of the Registrant as filed with the Secretary of State
of the State of Delaware on July 6, 1995 (which is
incorporated herein by reference to Exhibit 3.(i)(e) to the
Registrant's 1995 Form 10-K). *
<PAGE>
Exhibit
Number Description Page
4.6 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating, Optional
or Other Special Rights, and Qualifications, Limitations or
Restrictions, of Series E Convertible Preferred Stock of the
Registrant as filed with the Secretary of State of the State
of Delaware on January 4, 1996 (which is incorporated
herein by reference to Exhibit 3.(i)(f) to the
Registrant's 1995 Form 10-K). *
4.7 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating, Optional
or Other Special Rights, and Qualifications, Limitations or
Restrictions, of Series F Convertible Preferred Stock of the
Registrant as filed with the Secretary of State of the State
of Delaware on January 4, 1996 (which is incorporated
herein by reference to Exhibit 3.(i)(g) to the
Registrant's 1995 Form 10-K). *
4.8 Certificate of the Designations of Series G Convertible
Preferred Stock of the Registrant as filed with the Secretary
of State of the State of Delaware on September 5, 1995
(which is incorporated herein by reference to Exhibit 4(a) to
the Registrant's Current Report on Form 8-K dated
August 31, 1995 (the "August 1995 Form 8-K"). *
4.9 Certificate of Designations Series H Convertible
Preferred Stock of the Registrant as filed with the
Secretary of State of the State of Delaware on
September 5, 1995 (which is incorporated herein by
reference to Exhibit 4(b) to the Registrant's
August 1995 Form 8-K). *
4.10 Certificate of Designations of Series I Convertible
Preferred Stock of the Registrant as filed with the
Secretary of State of the State of Delaware on
October 2, 1995 (which is incorporated
herein by reference to Exhibit 3.(i)(j) to the
Registrant's 1995 Form 10-K). *
<PAGE>
4.11 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating, Optional
or other Special Rights, and Qualifications,
Limitations or Restrictions thereof, of 10 1/4%
Series K Exchangeable Preferred Stock
(which is incorporated herein by reference to
Exhibit 4.1 to the Registrant's April 1996 Form 8-K). *
4.12 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 Annual Report on
Form 10-K for the year ended December 31, 1992
(File No. 1-8637)). *
4.13 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)). *
4.14 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). *
4.15 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 June 1993 Form 10-Q). *
5. Opinion of Thomas W. McEnerney, Esq. regarding the
legality of the securities being registered.
<PAGE>
23.1 Consent of Ernst & Young, LLP independent auditors.
23.2 Consent of Price Waterhouse LLP, independent accountants,
with respect to Paragon Communications.
23.3 Consent of Price Waterhouse LLP, independent accountants,
with respect to Turner Broadcasting System, Inc.
23.4 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.5 Consent of Deloitte & Touche LLP, Independent Auditors.
23.6 Consent of Thomas W. McEnerney, Esq. (included
in Exhibit 5).
24 Powers of Attorney dated May 16, 1996.
May 24, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Time Warner Inc.
Form S-8 Registration Statement
Gentlemen:
I am an Associate General Counsel and Vice President of Time Warner Inc.,
a Delaware corporation (the "Company"), and I am delivering this opinion
in connection with a Registration Statement on Form S-8 (the "Registration
Statement") filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, relating to the registration of
250,000 shares of Common Stock, par value $1.00 per share and associated
Rights to Purchase Series A Participating Cumulative Preferred Stock, par
value $1.00 per share (collectively referred to as the "Common Stock"),
of the Company issuable pursuant to the terms of the Time Warner 1996 Stock
Option Plan for Non-Employee Directors (the "Plan") and an indeterminate
amount of additional shares of Common Stock pursuant to anti-dilution
provisions of the Plan.
I have examined originals or copies, certified or otherwise identified to
my satisfaction, of such documents, corporate records of the Company and
other instruments as I have deemed necessary for the purpose of this
opinion, including (a) the Certificate of Incorporation and By-laws of
the Company, (b) the Plan, (c) resolutions adopted by the Board of
Directors of the Company and (d) the Registration Statement and related
Prospectus.
Based upon the foregoing, I am of the opinion that the shares of Common
Stock issuable pursuant to the terms of the Plan have been duly authorized
and, when sold pursuant to the terms of the Plan, will be duly and validly
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
Thomas W. McEnerney
Associate General Counsel
and Vice President
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the references to our firm under the caption "Interests of
Named Experts and Counsel" in the Registration Statement (Form S-8) and
related Prospectus pertaining to the Time Warner Inc. ("Time Warner") 1996
Stock Option Plan for Non-Employee Directors for the registration of
250,000 shares of its common stock and to the incorporation by reference
therein of (i) our reports dated February 6, 1996, with respect to the
consolidated financial statements and schedules of Time Warner and Time
Warner Entertainment Company, L.P., and our report dated March 3, 1995
with respect to the combined financial statements of the Time Warner
Service Partnerships, incorporated by reference from Time Warner's Annual
Report on Form 10-K for the year ended December 31, 1995, and (ii) our
report dated March 8, 1996 with respect to the consolidated financial
statements and schedule of Cablevision Industries Corporation and
Subsidiaries, and our reports dated July 28, 1995, with respect to the
financial statements of Newhouse Broadcasting Cable Division of Newhouse
Broadcasting Corporation and Subsidiaries and Vision Cable Division of
Vision Cable Communications, Inc. and Subsidiaries, incorporated by
reference from Time Warner's Current Report on Form 8-K dated
May 15, 1996, filed with the Securities and Exchange Commission.
New York, New York Ernst & Young LLP
May 21, 1996
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Time Warner Inc., relating to the issuance of
250,000 shares of common stock issuable under the Director's Stock Option
Plan, 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 "Interests of Named
Experts and Counsel" in such Prospectus.
PRICE WATERHOUSE LLP
Denver, Colorado
May 21, 1996
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Time Warner Inc.(the Registration Statement) of
our report dated February 5, 1996, appearing on page 53 of Turner
Broadcasting System, Inc.'s 1995 Annual Report to Shareholders, which is
incorporated by reference in Turner Broadcasting System, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1995, which is
incorporated by reference in the Current Report on Form 8-K of Time Warner
Inc. dated May 15, 1996 which is incorporated by reference in the
Registration Statement. We also consent to the reference to us under the
heading "Interests of Named Experts and Counsel" in such Registration
Statement.
PRICE WATERHOUSE LLP
Atlanta, Georgia
May 21, 1996
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 for the Time Warner Inc. 1996
Stock Option Plan for Non-Employee Directors.
ARTHUR ANDERSEN LLP
Stamford, Connecticut
May 23, 1996
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 dated May 22, 1996 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 15, 1996, and to the reference to us under the heading
"Experts and Counsel" in the Prospectus, which is part of such
Registration Statement.
DELOITTE & TOUCHE LLP
Houston, Texas
May 21, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned officers and
directors of TIME WARNER INC., a Delaware corporation (the "Corporation"),
which will file with the Securities and Exchange Commission, Washington,
D.C., under the provisions of the Securities Act of 1933, as amended,
one or more Registration Statements on Form S-8 or any other appropriate
form for the registration under said Act of shares of Common Stock ($1.00
par value per share), and associated rights to purchase Series A
Participating Cumulative Preferred Stock, in connection with the Time
Warner Inc. 1996 Stock Option Plan for Non-Employee Directors, hereby
constitutes and appoints RICHARD J. BRESSLER, PETER R. HAJE, TOD R. HULLIN,
JOHN A. LABARCA, GERALD M. LEVIN, PHILIP R. LOCHNER JR. AND RICHARD
D. PARSONS 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 and any and all amendments
and post-effective amendments thereto, with power where appropriate to
affix the corporate seal of the Corporation thereto and to attest said seal,
and to file any such Registration Statement and any such amendment and
post-effective amendment, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and Exchange
Commission, 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
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, the undersigned has hereunto set his or
her name as of the 16th day of May, 1996.
(i) Principal Executive Officers:
Gerald M. Levin, Director
Chairman of the Board
and Chief Executive Officer
Richard D. Parsons
Director and President
<PAGE>
(ii) Principal Financial Officer:
Richard J. Bressler, Senior Vice
President and Chief Financial Officer
(iii) Principal Accounting Officer:
John LaBarca, Vice President
and Controller
(iv) Directors:
Merv Adelson Michael A. Miles
Lawrence B. Buttenwieser J. Richard Munro
Beverly Sills Greenough Donald S. Perkins
Carla A. Hills Raymond S. Troubh
David T. Kearns Francis T. Vincent
Reuben Mark
