Registration No. 33-
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TIME WARNER INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-1388520
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
75 Rockefeller Plaza
New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
TIME WARNER INC. 1994 STOCK OPTION PLAN
(Full title of the Plan)
Peter R. Haje, Esq.
Executive Vice President and General Counsel
Time Warner Inc.
75 Rockefeller Plaza
New York, New York 10019
(Name and Address of agent for service)
(212) 484-8000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF OFFERING AGGREGATE AMOUNT OF
SECURITIES TO AMOUNT TO BE PRICE PER OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE
Common Stock,
par value $1.00
per share(3) 5,876,713 $ - $247,031,638.90 $85,183.33
(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) and (h), based on the price at which
outstanding options to purchase shares of the Registrant's Common Stock
registered hereby are exercisable and on the average of the high and low
prices of the Common Stock as reported on the New York Stock Exchange
Composite Tape for April 3, 1996, on which day such average was $40.625
for the remainder of the shares registered hereby.
(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
The contents of the Registration Statements on Form S-8,
Nos. 33-53213 and and 33-57667 and Post Effective Amendment No. 1
thereto as filed with the Securities and Exchange Commission on
April 22, 1994, February 13, 1995 and February 14, 1995,
respectively, are hereby incorporated herein by reference to the
extent not replaced hereby.
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 "10-K");
2. The Registrant's Current Reports on Form 8-K dated
January 4, 1996, March 22, 1996 (the "8-K"),
March 25, 1996, April 3, 1996 and April 4, 1996;
3. 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
4. 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.
<PAGE>
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. as of
December 31, 1995 and 1994, and for each of the three years in the
period ended December 31, 1995 and the combined financial statements
of the Time Warner Service Partnerships as of December 31, 1994 and
1993, and for the year ended December 31, 1994 and the period from
September 15, 1993 (Inception) through December 31, 1993, which are
incorporated herein and in the Prospectus relating hereto by reference
to the 10-K, and the consolidated financial statements 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 8-K, have been audited by Ernst
& Young LLP, independent auditors, as stated in their reports
thereon incorporated herein by reference. Such financial
statements and schedules 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 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 8-K, have been audited by Ernst & Young LLP,
independent auditors as stated in their reports thereon
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 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 10-K, and the
consolidated financial statements of Turner Broadcasting System,
Inc. as of December 31, 1995 and 1994, and for each of the three
years in the period ended December 31, 1995, which are incorporated
herein and to the Prospectus relating hereto by reference to the 8-K,
have been audited by Price Waterhouse LLP, independent auditors,
as stated in their reports incorporated herein by reference. Such
consolidated 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.
<PAGE>
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 8-K, have been audited by Arthur Andersen LLP,
Independent Public Accountants, as stated in their report
incorporated herein by reference. Such consolidated 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 consolidated financial statements of KBLCOM
Incorporated 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 8-K,
have been audited by Deloitte & Touche LLP, Independent Auditors,
as stated in their reports incorporated herein by reference.
Such consolidated 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.
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.
<PAGE>
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.
<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 April 9, 1996.
TIME WARNER INC.
By /s/ 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 April 9, 1996 in the capacities indicated.
SIGNATURE TITLE
(i) Principal Executive Officer:
* Director, Chairman of the Board
(Gerald M. Levin) and Chief Executive Officer
(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)
(iv) Directors:
*
(Merv Adelson)
*
(Lawrence B. Buttenwieser)
*
(Edward S. Finkelstein)
<PAGE>
*
(Beverly Sills Greenough)
*
(Carla Hills)
*
(David T. Kearns)
*
(Henry Luce III)
*
(Reuben Mark)
(Michael A. Miles)
*
(J. Richard Munro)
*
(Richard D. Parsons)
*
(Donald S. Perkins)
*
(Raymond S. Troubh)
*
(Francis T. Vincent)
Constituting a majority of the
Board of Directors
*By Peter R. Haje
(Peter R. Haje)
(Attorney-in-Fact)
*Pursuant to Powers of Attorney
dated as of April 14, 1994
<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 Specimen certificate of Common Stock, par value $1.00 per
share, of the Registrant (which is incorporated herein by
reference to Exhibit 4.1 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1991
(File No. 1-8637)). *
4.3 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")). *
4.4 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). *
4.5 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 Annual Report on Form 10-K
for the year ended December 31, 1992 (File No. 1-8637)). *
4.6 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). *
4.7 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). *
<PAGE>
4.8 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 Annual Report on
Form 10-K for the year ended December 31, 1995
(File No. 1-8637)(the "1995 Form 10-K"). *
4.9 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). *
4.10 Certificate of the 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 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). *
4.11 Certificate of the 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 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). *
4.12 Certificate of 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"). *
<PAGE>
4.13 Certificate of Designations of 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). *
4.14 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). *
5. Opinion of Thomas W. McEnerney, Esq. regarding the
legality of the securities being registered.
23.1 Consent of Ernst & Young, LLP independent auditors.
23.2 Consent of Price Waterhouse LLP, independent accountants,
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).
24.1 Powers of Attorney (which are incorporated herein
by reference to Exhibit 24.1 to the Registrant's
Registration Statement on Form S-8 (Registration
No. 33-53213)). *
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 Supplement pertaining
to the Time Warner Inc. ("Time Warner") 1994 Stock Option Plan
for the registration of 5,876,713 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
March 22, 1996, filed with the Securities and Exchange
Commission.
New York, New York Ernst & Young LLP
April 5, 1996
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-8 of Time Warner Inc. of our report on the Paragon
Communications financial statements and schedule dated January
19, 1995, except as to Note 6, which is as of January 27, 1995,
which appears on page F-82 of the 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
April 4, 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. of our
report dated February 5, 1996, appearing in 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 has been incorporated by reference in the Current Report on
Form 8-K of Time Warner Inc. dated March 22, 1996 which report
has been incorporated by reference in the Registration Statement.
We also consent to the reference to us under the heading
"Experts" in such Registration Statement.
PRICE WATERHOUSE LLP
Atlanta, Georgia
April 5, 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. 1994 Stock Option Plan.
ARTHUR ANDERSEN LLP
Stamford, Connecticut
April 4, 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 April 5, 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 March 22, 1996, and to the
reference to us under the heading "Experts" in the Prospectus,
which is part of such Registration Statement.
DELOITTE & TOUCHE LLP
Houston, Texas
April 5, 1996
EXHIBIT 5
April 9, 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 5,876,713 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 Inc.
1994 Stock Option Plan (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 purposes 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
