<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20546
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
TIME WARNER INC.
DELAWARE 13-1388520
(State of incorporation or (IRS Employer
organization) Identification No.)
75 Rockefeller Plaza, New York, N.Y. 10019
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of
debt securiites and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. /X/
If this Form relates to the registration of a class of
debt securities and is to become effective simultaneously with
the effectiveness of a concurrent registration statement under
the Securities Act of 1933 pursuant to General Instruction
A.(c)(2), please check the following box. / /
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
8.30% Discount Debentures New York Stock Exchange, Inc.
Due 2036
7.48% Debentures Due 2008 New York Stock Exchange, Inc.
8.05% Debentures Due 2016 New York Stock Exchange, Inc.
6.85% Debentures Due 2026 New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the
Act:
(None)
_________________________________________________________________
(Title of class)
/PAGE
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Item 1. Debt Securities to be Registered.
The titles of the classes of debt securities to be
registered hereunder are:
"8.30% Discount Debentures Due 2036"
"7.48% Debentures Due 2008"
"8.05% Debentures Due 2016"
"6.85% Debentures Due 2026"
(collectively referred to as the "Debentures")
The Debentures are being issued by Time Warner Inc.
(the "Company") under the Indenture dated as of January 15, 1993,
between the Company and Chemical Bank, as Trustee.
Descriptions of the Debentures are set forth in two
Prospectus Supplements dated January 11, 1996 to the Company's
Prospectus dated June 7, 1995 (Registration No. 33-50237), under
the caption "Description of the Debentures", which description is
hereby incorporated herein by reference.
Item 2. Exhibits.
1. Indenture dated as of January 15, 1993, between
Time Warner Inc. and Chemical Bank, as Trustee (which is
incorporated herein by reference to Exhibit 4.11 to Time Warner
Inc.'s Annual Report on Form 10-K for the year ended December 31,
1992 (File No. 1-8637)).
2. Form of 8.30% Discount Debentures Due 2036.
3. Form of 7.48% Debentures Due 2008.
4. Form of 8.05% Debentures Due 2016.
5. Form of 6.85% Debentures Due 2026.
/PAGE
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
TIME WARNER INC.
By: /s/ Thomas W. McEnerney
Name: Thomas W. McEnerney
Title: Vice President
Dated: February 9, 1996
/PAGE
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INDEX TO EXHIBITS
Sequentially
Numbered Page at
Exhibit No. Exhibit Which Located
1. Form of Indenture dated as
of January 15, 1993, between
Time Warner Inc. and Chemical
Bank, as Trustee (which is
incorporated herein by
reference to Exhibit 4.11 to
Time Warner Inc.'s Annual
Report on Form 10-K for the
year ended December 31, 1992
(File No. 1-8637))............. *
2. Form of 8.30% Discount
Debentures Due 2036............
3. Form of 7.48% Debentures
Due 2018.......................
4. Form of 8.05% Debentures
Due 2016.......................
5. Form of 6.85% Debentures
Due 2026.......................
______________________________
* Incorporated by reference
<PAGE>
EXHIBIT 2
FACE OF DEBENTURE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR INDIVIDUAL DEBENTURES
REGISTERED IN THE NAMES OF PARTICIPANTS IN DTC, THIS
CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC
OR BY A NOMINEE OF DTC TO DTC OR BY DTC OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY.
No. R-1 $200,000,000
TIME WARNER INC.
8.30% Discount Debenture Due 2036
CUSIP: 887315AZ2
Time Warner Inc., a Delaware corporation, or any
successor under the Indenture referred to on the reverse
hereof promises to pay to Cede & Co. or registered assigns,
the principal sum of TWO HUNDRED MILLION DOLLARS
($200,000,000) on January 15, 2036, at the office or agency
of the Company in the Borough of Manhattan, the City and
State of New York.
Interest Payment Dates: January 15 and July 15,
beginning July 15, 2016
Record Dates: January 1 and July l
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Additional provisions of this Debenture are set
forth on the other side of this Debenture.
Dated: January 17, 1996
TIME WARNER INC.
by
___________________________
[SEAL] Executive Vice President
Attest:
_____________________________
Assistant Secretary
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities
of the series designated therein
referred to in the within-mentioned
Indenture.
Chemical Bank,
as Trustee,
by
_________________________
Authorized Officer
/PAGE
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<PAGE>
REVERSE SIDE OF DEBENTURE
TIME WARNER INC.
8.30% Discount Debenture Due 2036
Time Warner Inc., a Delaware corporation (such
corporation or any successor pursuant to the Indenture
referred to below being called the "Company"), promises to
pay interest from January 15, 2016, on the principal amount
at maturity of this Debenture Due 2036 (as hereinafter
defined) semiannually on January 15 and July 15 of each year
beginning July 15, 2016 at the office or agency of the
Company in the Borough of Manhattan, The City of New York,
in like coin or currency, at the rate per annum specified in
the title hereof. The interest so payable, and punctually
paid or duly provided for, on any January 15 or July 15
will, except as provided in the Indenture dated as of
January 15, 1993 (the "Indenture"), duly executed and
delivered by the Company to Chemical Bank, as Trustee
(herein called the "Trustee"), be paid to the Person in
whose name this Debenture Due 2036 (or one or more
Predecessor Securities) is registered at the close of
business on the January 1 or July 1 next preceding the
interest payment date (herein called the "Regular Record
Date") whether or not a business day, and may, at the option
of the Company, be paid by check mailed to the registered
address of such Person. In addition, if the principal of
this Debenture Due 2036 is accelerated upon the occurrence
of an Event of Default, the Company shall pay interest on
the Accreted Value (as defined below) as of the date of
acceleration at a rate equal to the yield to maturity of
this Debenture Due 2036 as of the date of issuance, (8.80%
per annum) compounded semiannually (in lieu of (i) any
further accretion of the Accreted Value and (ii), in the
case of any period after January 14, 2016, the accrual of
any interest at the rate set forth on the face of this
Debenture Due 2036). Any interest which is payable pursuant
to the second preceding sentence, but is not so punctually
paid or duly provided for, shall forthwith cease to be
payable to the registered Holder on such Regular Record Date
and such interest together with any interest which is
payable pursuant to the next preceding sentence, may be paid
either to the Person in whose name this Debenture Due 2036
(or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Debentures Due
2036 not less than 10 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities
exchange on which the Debentures Due 2036 may be listed and
upon such notice as may be required by such exchange, if
such manner of payment shall be deemed practicable by the
Trustee, all as more fully provided in the Indenture.
Initially, the Trustee will be the Paying Agent
and the Registrar with respect to this Debenture Due 2036.
The Company reserves the right at any time to vary or
terminate the appointment of any Paying Agent or Registrar,
to appoint additional or other Paying Agents and other
Registrars and to approve any change in the office through
which any Paying Agent or Registrar acts; provided that
there will at all times be a Paying Agent in The City of New
York.
This Debenture Due 2036 is one of the duly
authorized issues of senior debentures, notes, bonds or
other evidences of indebtedness of the Company (hereinafter
called the "Debt Securities"), of the series hereinafter
specified, all issued or to be issued under and pursuant to
the Indenture, to which reference is hereby made for a
statement of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee and any
agent of the Trustee, any Paying Agent, the Company and the
Holders of the Debt Securities and the terms upon which the
Debt Securities are issued and are to be authenticated and
delivered.
The Debt Securities may be issued in one or more
series, which different series may be issued in various
aggregate principal amounts, may mature at different times,
may bear interest (if any) at different rates, may have
different conversion prices or exchange provisions (if any),
may be subject to different redemption provisions (if any),
may be subject to different sinking, purchase or analogous
funds (if any), may be subject to different covenants and
Events of Default and may otherwise vary as provided or
permitted in the Indenture. This Debenture Due 2036 is one
of the series of Debt Securities of the Company issued
pursuant to the Indenture designated as the 8.30% Discount
Debentures Due 2036 (the "Debentures Due 2036"), limited in
aggregate principal amount at maturity to $200,000,000.
The Debentures Due 2036 will mature on January 15,
2036, are not redeemable prior to the stated maturity of the
principal hereof and will not be subject to any sinking
fund.
If an Event of Default with respect to the
Debentures Due 2036 shall occur and be continuing, the
principal of all the Debentures Due 2036 and any accrued
interest thereon may be declared due and payable in the
manner, with the effect and subject to the conditions
provided in the Indenture. The amount of the principal of
the Debentures Due 2036 that shall be subject to
acceleration upon the occurrence of an the Event of Default
shall be the Accreted Value thereof as of the date of such
acceleration.
"Accreted Value" as of any date of determination
and in respect each $1,000 principal amount of Debentures
Due 2036 shall be determined in the following manner:
(i) the Accreted Value as of the next preceding
January 15 or July 15 (or, if such date of
determination is on or before July 15, 1996, the
original issue price of $170.385); plus
(ii) accretion on the amount and from the date
determined in (i) above at a rate equal to the yield to
maturity on the Debentures Due 2036 calculated based on
a 360 day year composed of twelve 30-day months; and
less
(iii) the amount of interest, if any, payable on
such date of determination.
/PAGE
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The Accreted Value of each $1,000 principal amount
at maturity of Debentures Due 2036 as of each January 15 and
July 15 is set forth below.
Date Accreted Value Date Accreted Value
1/17/96 17.0385000% 7/15/07 48.850
7/15/96 17.77986145 1/15/08 47.867
1/15/97 18.562 7/15/08 49.973
7/15/97 19.379 1/15/09 52.172
1/15/98 20.232 7/15/09 54.468
7/15/98 21.122 1/15/10 56.864
1/15/99 22.051 7/15/10 59.366
7/15/99 23.02 11/15/11 61.978
1/15/00 24.034 7/15/11 64.706
7/15/00 25.092 1/15/12 67.553
1/15/01 26.196 7/15/12 70.525
7/15/01 27.348 1/15/13 73.628
1/15/02 28.552 7/15/13 76.868
7/15/02 29.808 1/15/14 80.250
1/15/03 31.120 7/15/14 83.781
7/15/03 32.489 1/15/15 87.467
1/15/04 33.918 7/15/15 91.316
7/15/04 35.411 1/15/16 95.333
1/15/05 36.969 7/15/16 (First 95.378
Coupon)
7/15/05 38.595 1/15/17 95.425
1/15/06 40.294 7/15/17 95.473
7/15/06 42.067 1/15/18 95.524
1/15/07 43.917 7/15/18 96.577
1/15/19 95.633 1/15/30 97.707
7/15/19 95.690 7/15/30 97.856
1/15/20 95.75 11/15/31 98.012
7/15/20 95.814 7/15/31 98.175
1/15/21 95.880 1/15/32 98.344
7/15/21 95.948 7/15/32 98.521
1/15/22 96.020 1/15/33 98.706
7/15/22 96.095 7/15/33 98.899
1/15/23 96.173 1/15/34 99.101
7/15/23 96.255 7/15/34 99.311
1/15/24 96.340 1/15/35 99.531
7/15/24 96.429 7/15/35 99.760
1/15/25 96.522 1/15/36 100.00
7/15/25 96.619
1/15/26 96.720
7/15/26 96.825
1/15/27 96.936
7/15/27 97.051
1/15/28 97.171
7/15/28 97.297
1/15/29 97.428
7/15/29 97.565
/PAGE
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<PAGE>
The Indenture permits, with certain exceptions as
therein provided, the Company and the Trustee to enter into
supplemental indentures to the Indenture for the purpose of
adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of
modifying in any manner the rights of the Holders of the
Debt Securities of each series under the Indenture with the
consent of the Holders of not less than a majority in
principal amount of the Debt Securities at the time
Outstanding of each series to be affected thereby on behalf
of the Holders of all Debt Securities of such series. The
Indenture also permits the Holders of a majority in
principal amount of the Debt Securities at the time
Outstanding of each series on behalf of the Holders of all
Debt Securities of such series to waive compliance by the
Company with certain provisions of the Indenture and certain
past defaults and their consequences with respect to such
series under the Indenture. Any such consent or waiver by
the Holder of this Debenture Due 2036 shall be conclusive
and binding upon such Holder and upon all future Holders of
this Debenture Due 2036 and of any Debenture Due 2036 issued
upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Debenture Due 2036 or
such other Debentures Due 2036.
No reference herein to the Indenture and no
provision of this Debenture Due 2036 or of the Indenture
shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal and any
premium of and any interest on this Debenture Due 2036 at
the place, rate and respective times and in the coin or
currency herein and in the Indenture prescribed.
As provided in the Indenture and subject to the
satisfaction of certain conditions therein set forth,
including the deposit of certain trust funds in trust, at
the Company's option, either (i) the Company shall be deemed
to have paid and discharged the entire indebtedness
represented by, and the obligations under, the Debt
Securities of any series and to have satisfied all the
obligations (with certain exceptions) under the Indenture
relating to the Debt Securities of such series or (ii) the
Company shall cease to be under any obligation to comply
with any term, provision or condition of certain restrictive
covenants or provisions set forth in any additions or
changes to or deletions from covenants and Events of Default
with respect to the Debt Securities of such series.
The Debentures Due 2036 are issuable in registered
form without coupons, in denominations of $1,000 and
integral multiples of thereof. Debentures Due 2036 may be
exchanged for a like aggregate principal amount of
Debentures Due 2036 of other authorized denominations at the
office or agency of the Company in the Borough of Manhattan,
The City of New York, and in the manner and subject to the
limitations provided in the Indenture.
Upon due presentment for registration of transfer
of this Debenture Due 2036 at the office or agency of the
Company in the Borough of Manhattan, The City of New York, a
new Debenture Due 2036 or Debentures Due 2036 of authorized
denominations for a like aggregate principal amount will be
issued to the transferee in exchange therefor, subject to
the limitations provided in the Indenture.
No service charge shall be made for any such
transfer or exchange, but the Company may require payment of
a sum sufficient to cover any tax, assessment or other
governmental charge payable in connection therewith.
Subject to the provisions of the Indenture, the
Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Debenture
Due 2036 is registered as the owner hereof for all purposes,
whether or not this Debenture Due 2036 is overdue, and
neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
Unless otherwise defined herein, all terms used in
this Debenture Due 2036 which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
THIS DEBENTURE DUE 2036 SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.
Unless the certificate of authentication hereon
has been manually executed by or on behalf of the Trustee
under the Indenture, this Debenture Due 2036 shall not be
entitled to any benefits under the Indenture, or be valid or
obligatory for any purpose.
The Company will furnish to any Holder upon
written request and without charge to the Holder a copy of
the Indenture. Requests may be made to Time Warner Inc., 75
Rockefeller Plaza, New York, N.Y. 10019, Attention of
Manager, Shareholder Relations.
/PAGE
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<PAGE>
ASSIGNMENT FORM
To assign this Debenture Due 2036, fill in the form below:
I or we assign and transfer this Debenture Due 2036 to
_____________________________________________
_____________________________________________
(Insert assignee's soc. sec. or tax ID no.)
____________________________________________________________
____________________________________________________________
____________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint __________________________ agent to
transfer this Debenture Due 2036 on the books of the
Company. The agent may substitute another to act for him.
____________________________________________________________
Date:______________ Your Signature:________________________
____________________________________________________________
(Sign exactly as your name appears on the other side of this
Debenture Due 2036)
/PAGE
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<PAGE>
SIGNATURE GUARANTEE
Signature Guaranteed by:
_______________________________________
by: __________________________________
________________________________________
The signature must be guaranteed
by a bank, a trust company or a
member firm of the New York
Stock Exchange
<PAGE>
EXHIBIT 3
FACE OF DEBENTURE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR INDIVIDUAL DEBENTURES
REGISTERED IN THE NAMES OF PARTICIPANTS IN DTC, THIS
CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC
OR BY A NOMINEE OF DTC TO DTC OR BY DTC OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY.
No. R-1 $165,923,000
TIME WARNER INC.
7.48% Debenture Due 2008
CUSIP: 887315AT6
Time Warner Inc., a Delaware corporation, or any
successor under the Indenture referred to on the reverse
hereof promises to pay to Cede & Co. or registered assigns,
the principal sum of ONE HUNDRED AND SIXTY-FIVE MILLION,
NINE HUNDRED AND TWENTY-THREE THOUSAND DOLLARS
($165,923,000) on January 15, 2008, at the office or agency
of the Company in the Borough of Manhattan, the City and
State of New York.
Interest Payment Dates: January 15 and July 15,
beginning July 15, 1996
Record Dates: January 1 and July l
/PAGE
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<PAGE>
Additional provisions of this Debenture are set
forth on the other side of this Debenture.
Dated: January 17, 1996
TIME WARNER INC.
by
___________________________
[SEAL] Executive Vice President
Attest:
_____________________________
Assistant Secretary
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities
of the series designated therein
referred to in the within-mentioned
Indenture.
Chemical Bank,
as Trustee,
by
_________________________
Authorized Officer
/PAGE
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<PAGE>
REVERSE SIDE OF DEBENTURE
TIME WARNER INC.
7.48% Debenture Due 2008
Time Warner Inc., a Delaware corporation (such
corporation or any successor pursuant to the Indenture
referred to below being called the "Company"), promises to
pay interest from January 15, 1996, on the principal amount
of this Debenture Due 2008 (as hereinafter defined)
semiannually on January 15 and July 15 of each year
beginning July 15, 1996 at the office or agency of the
Company in the Borough of Manhattan, The City of New York,
in like coin or currency, at the rate per annum specified in
the title hereof. The interest so payable, and punctually
paid or duly provided for, on any January 15 or July 15
will, except as provided in the Indenture dated as of
January 15, 1993 (the "Indenture"), duly executed and
delivered by the Company to Chemical Bank, as Trustee
(herein called the "Trustee"), be paid to the Person in
whose name this Debenture Due 2008 (or one or more
Predecessor Securities) is registered at the close of
business on the January 1 or July 1 next preceding the
interest payment date (herein called the "Regular Record
Date") whether or not a business day, and may, at the option
of the Company, be paid by check mailed to the registered
address of such Person. Any such interest which is payable,
but is not so punctually paid or duly provided for, shall
forthwith cease to be payable to the registered Holder on
such Regular Record Date and may be paid either to the
Person in whose name this Debenture Due 2008 (or one or more
Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Debentures Due 2008 not
less than 10 days prior to such Special Record Date, or may
be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities
exchange on which the Debentures Due 2008 may be listed and
upon such notice as may be required by such exchange, if
such manner of payment shall be deemed practicable by the
Trustee, all as more fully provided in the Indenture.
Initially, the Trustee will be the Paying Agent
and the Registrar with respect to this Debenture Due 2008.
The Company reserves the right at any time to vary or
terminate the appointment of any Paying Agent or Registrar,
to appoint additional or other Paying Agents and other
Registrars and to approve any change in the office through
which any Paying Agent or Registrar acts; provided that
there will at all times be a Paying Agent in The City of New
York.
This Debenture Due 2008 is one of the duly
authorized issues of senior debentures, notes, bonds or
other evidences of indebtedness of the Company (hereinafter
called the "Debt Securities"), of the series hereinafter
specified, all issued or to be issued under and pursuant to
the Indenture, to which reference is hereby made for a
statement of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee and any
agent of the Trustee, any Paying Agent, the Company and the
Holders of the Debt Securities and the terms upon which the
Debt Securities are issued and are to be authenticated and
delivered.
The Debt Securities may be issued in one or more
series, which different series may be issued in various
aggregate principal amounts, may mature at different times,
may bear interest (if any) at different rates, may have
different conversion prices or exchange provisions (if any),
may be subject to different redemption provisions (if any),
may be subject to different sinking, purchase or analogous
funds (if any), may be subject to different covenants and
Events of Default and may otherwise vary as provided or
permitted in the Indenture. This Debenture Due 2008 is one
of the series of Debt Securities of the Company issued
pursuant to the Indenture designated as the 7.48% Debentures
Due 2008 (the "Debentures Due 2008"), limited in aggregate
principal amount to $165,923,000.
The Debentures Due 2008 are not redeemable prior
to the stated maturity of the principal hereof and will not
be subject to any sinking fund.
If an Event of Default with respect to the
Debentures Due 2008 shall occur and be continuing, the
principal of all the Debentures Due 2008 and all accrued
interest thereon may be declared due and payable in the
manner, with the effect and subject to the conditions
provided in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the Company and the Trustee to enter into
supplemental indentures to the Indenture for the purpose of
adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of
modifying in any manner the rights of the Holders of the
Debt Securities of each series under the Indenture with the
consent of the Holders of not less than a majority in
principal amount of the Debt Securities at the time
Outstanding of each series to be affected thereby on behalf
of the Holders of all Debt Securities of such series. The
Indenture also permits the Holders of a majority in
principal amount of the Debt Securities at the time
Outstanding of each series on behalf of the Holders of all
Debt Securities of such series to waive compliance by the
Company with certain provisions of the Indenture and certain
past defaults and their consequences with respect to such
series under the Indenture. Any such consent or waiver by
the Holder of this Debenture Due 2008 shall be conclusive
and binding upon such Holder and upon all future Holders of
this Debenture Due 2008 and of any Debenture Due 2008 issued
upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Debenture Due 2008 or
such other Debentures Due 2008.
No reference herein to the Indenture and no
provision of this Debenture Due 2008 or of the Indenture
shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal and any
premium of and any interest on this Debenture Due 2008 at
the place, rate and respective times and in the coin or
currency herein and in the Indenture prescribed.
As provided in the Indenture and subject to the
satisfaction of certain conditions therein set forth,
including the deposit of certain trust funds in trust, at
the Company's option, either (i) the Company shall be deemed
to have paid and discharged the entire indebtedness
represented by, and the obligations under, the Debt
Securities of any series and to have satisfied all the
obligations (with certain exceptions) under the Indenture
relating to the Debt Securities of such series or (ii) the
Company shall cease to be under any obligation to comply
with any term, provision or condition of certain restrictive
covenants or provisions set forth in any additions or
changes to or deletions from covenants and Events of Default
with respect to the Debt Securities of such series.
The Debentures Due 2008 are issuable in registered
form without coupons, in denominations of $1,000 and
integral multiples of thereof. Debentures Due 2008 may be
exchanged for a like aggregate principal amount of
Debentures Due 2008 of other authorized denominations at the
office or agency of the Company in the Borough of Manhattan,
The City of New York, and in the manner and subject to the
limitations provided in the Indenture.
Upon due presentment for registration of transfer
of this Debenture Due 2008 at the office or agency of the
Company in the Borough of Manhattan, The City of New York, a
new Debenture Due 2008 or Debentures Due 2008 of authorized
denominations for a like aggregate principal amount will be
issued to the transferee in exchange therefor, subject to
the limitations provided in the Indenture.
No service charge shall be made for any such
transfer or exchange, but the Company may require payment of
a sum sufficient to cover any tax, assessment or other
governmental charge payable in connection therewith.
Subject to the provisions of the Indenture, the
Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Debenture
Due 2008 is registered as the owner hereof for all purposes,
whether or not this Debenture Due 2008 is overdue, and
neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
Unless otherwise defined herein, all terms used in
this Debenture Due 2008 which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
THIS DEBENTURE DUE 2008 SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.
Unless the certificate of authentication hereon
has been manually executed by or on behalf of the Trustee
under the Indenture, this Debenture Due 2008 shall not be
entitled to any benefits under the Indenture, or be valid or
obligatory for any purpose.
The Company will furnish to any Holder upon
written request and without charge to the Holder a copy of
the Indenture. Requests may be made to Time Warner Inc., 75
Rockefeller Plaza, New York, N.Y. 10019, Attention of
Manager, Shareholder Relations.
</PAGE> <PAGE>
<PAGE>
ASSIGNMENT FORM
To assign this Debenture Due 2008, fill in the form below:
I or we assign and transfer this Debenture Due 2008 to
_____________________________________________
_____________________________________________
(Insert assignee's soc. sec. or tax ID no.)
____________________________________________________________
____________________________________________________________
____________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint __________________________ agent to
transfer this Debenture Due 2008 on the books of the
Company. The agent may substitute another to act for him.
____________________________________________________________
Date:______________ Your Signature:________________________
____________________________________________________________
(Sign exactly as your name appears on the other side of this
Debenture Due 2008)
/PAGE
<PAGE>
<PAGE>
SIGNATURE GUARANTEE
Signature Guaranteed by:
_______________________________________
by: __________________________________
________________________________________
The signature must be guaranteed
by a bank, a trust company or a
member firm of the New York
Stock Exchange
EXHIBIT 4
FACE OF DEBENTURE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR INDIVIDUAL DEBENTURES
REGISTERED IN THE NAMES OF PARTICIPANTS IN DTC, THIS
CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC
OR BY A NOMINEE OF DTC TO DTC OR BY DTC OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY.
No. R-1 $150,000,000
TIME WARNER INC.
8.05% Debenture Due 2016
CUSIP: 887315BA6
Time Warner Inc., a Delaware corporation, or any
successor under the Indenture referred to on the reverse
hereof promises to pay to Cede & Co. or registered assigns,
the principal sum of ONE HUNDRED AND FIFTY MILLION DOLLARS
($150,000,000) on January 15, 2016, at the office or agency
of the Company in the Borough of Manhattan, the City and
State of New York.
Interest Payment Dates: January 15 and July 15,
beginning July 15, 1996
Record Dates: January 1 and July l
/PAGE
<PAGE>
<PAGE>
Additional provisions of this Debenture are set
forth on the other side of this Debenture.
Dated: January 17, 1996
TIME WARNER INC.
by
___________________________
[SEAL] Executive Vice President
Attest:
_____________________________
Assistant Secretary
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities
of the series designated therein
referred to in the within-mentioned
Indenture.
Chemical Bank,
as Trustee,
by
_________________________
Authorized Officer
/PAGE
<PAGE>
<PAGE>
REVERSE SIDE OF DEBENTURE
TIME WARNER INC.
8.05% Debenture Due 2016
Time Warner Inc., a Delaware corporation (such
corporation or any successor pursuant to the Indenture
referred to below being called the "Company"), promises to
pay interest from January 15, 1996, on the principal amount
of this Debenture Due 2016 (as hereinafter defined)
semiannually on January 15 and July 15 of each year
beginning July 15, 1996 at the office or agency of the
Company in the Borough of Manhattan, The City of New York,
in like coin or currency, at the rate per annum specified in
the title hereof. The interest so payable, and punctually
paid or duly provided for, on any January 15 or July 15
will, except as provided in the Indenture dated as of
January 15, 1993 (the "Indenture"), duly executed and
delivered by the Company to Chemical Bank, as Trustee
(herein called the "Trustee"), be paid to the Person in
whose name this Debenture Due 2016 (or one or more
Predecessor Securities) is registered at the close of
business on the January 1 or July 1 next preceding the
interest payment date (herein called the "Regular Record
Date") whether or not a business day, and may, at the option
of the Company, be paid by check mailed to the registered
address of such Person. Any such interest which is payable,
but is not so punctually paid or duly provided for, shall
forthwith cease to be payable to the registered Holder on
such Regular Record Date and may be paid either to the
Person in whose name this Debenture Due 2016 (or one or more
Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Debentures Due 2016 not
less than 10 days prior to such Special Record Date, or may
be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities
exchange on which the Debentures Due 2016 may be listed and
upon such notice as may be required by such exchange, if
such manner of payment shall be deemed practicable by the
Trustee, all as more fully provided in the Indenture.
Initially, the Trustee will be the Paying Agent
and the Registrar with respect to this Debenture Due 2016.
The Company reserves the right at any time to vary or
terminate the appointment of any Paying Agent or Registrar,
to appoint additional or other Paying Agents and other
Registrars and to approve any change in the office through
which any Paying Agent or Registrar acts; provided that
there will at all times be a Paying Agent in The City of New
York.
This Debenture Due 2016 is one of the duly
authorized issues of senior debentures, notes, bonds or
other evidences of indebtedness of the Company (hereinafter
called the "Debt Securities"), of the series hereinafter
specified, all issued or to be issued under and pursuant to
the Indenture, to which reference is hereby made for a
statement of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee and any
agent of the Trustee, any Paying Agent, the Company and the
Holders of the Debt Securities and the terms upon which the
Debt Securities are issued and are to be authenticated and
delivered.
The Debt Securities may be issued in one or more
series, which different series may be issued in various
aggregate principal amounts, may mature at different times,
may bear interest (if any) at different rates, may have
different conversion prices or exchange provisions (if any),
may be subject to different redemption provisions (if any),
may be subject to different sinking, purchase or analogous
funds (if any), may be subject to different covenants and
Events of Default and may otherwise vary as provided or
permitted in the Indenture. This Debenture Due 2016 is one
of the series of Debt Securities of the Company issued
pursuant to the Indenture designated as the 8.05% Debentures
Due 2016 (the "Debentures Due 2016"), limited in aggregate
principal amount to $150,000,000.
The Debentures Due 2016 are not redeemable prior
to the stated maturity of the principal hereof and will not
be subject to any sinking fund.
If an Event of Default with respect to the
Debentures Due 2016 shall occur and be continuing, the
principal of all the Debentures Due 2016 and all accrued
interest thereon may be declared due and payable in the
manner, with the effect and subject to the conditions
provided in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the Company and the Trustee to enter into
supplemental indentures to the Indenture for the purpose of
adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of
modifying in any manner the rights of the Holders of the
Debt Securities of each series under the Indenture with the
consent of the Holders of not less than a majority in
principal amount of the Debt Securities at the time
Outstanding of each series to be affected thereby on behalf
of the Holders of all Debt Securities of such series. The
Indenture also permits the Holders of a majority in
principal amount of the Debt Securities at the time
Outstanding of each series on behalf of the Holders of all
Debt Securities of such series to waive compliance by the
Company with certain provisions of the Indenture and certain
past defaults and their consequences with respect to such
series under the Indenture. Any such consent or waiver by
the Holder of this Debenture Due 2016 shall be conclusive
and binding upon such Holder and upon all future Holders of
this Debenture Due 2016 and of any Debenture Due 2016 issued
upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Debenture Due 2016 or
such other Debentures Due 2016.
No reference herein to the Indenture and no
provision of this Debenture Due 2016 or of the Indenture
shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal and any
premium of and any interest on this Debenture Due 2016 at
the place, rate and respective times and in the coin or
currency herein and in the Indenture prescribed.
As provided in the Indenture and subject to the
satisfaction of certain conditions therein set forth,
including the deposit of certain trust funds in trust, at
the Company's option, either (i) the Company shall be deemed
to have paid and discharged the entire indebtedness
represented by, and the obligations under, the Debt
Securities of any series and to have satisfied all the
obligations (with certain exceptions) under the Indenture
relating to the Debt Securities of such series or (ii) the
Company shall cease to be under any obligation to comply
with any term, provision or condition of certain restrictive
covenants or provisions set forth in any additions or
changes to or deletions from covenants and Events of Default
with respect to the Debt Securities of such series.
The Debentures Due 2016 are issuable in registered
form without coupons, in denominations of $1,000 and
integral multiples of thereof. Debentures Due 2016 may be
exchanged for a like aggregate principal amount of
Debentures Due 2016 of other authorized denominations at the
office or agency of the Company in the Borough of Manhattan,
The City of New York, and in the manner and subject to the
limitations provided in the Indenture.
Upon due presentment for registration of transfer
of this Debenture Due 2016 at the office or agency of the
Company in the Borough of Manhattan, The City of New York, a
new Debenture Due 2016 or Debentures Due 2016 of authorized
denominations for a like aggregate principal amount will be
issued to the transferee in exchange therefor, subject to
the limitations provided in the Indenture.
No service charge shall be made for any such
transfer or exchange, but the Company may require payment of
a sum sufficient to cover any tax, assessment or other
governmental charge payable in connection therewith.
Subject to the provisions of the Indenture, the
Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Debenture
Due 2016 is registered as the owner hereof for all purposes,
whether or not this Debenture Due 2016 is overdue, and
neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
Unless otherwise defined herein, all terms used in
this Debenture Due 2016 which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
THIS DEBENTURE DUE 2016 SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.
Unless the certificate of authentication hereon
has been manually executed by or on behalf of the Trustee
under the Indenture, this Debenture Due 2016 shall not be
entitled to any benefits under the Indenture, or be valid or
obligatory for any purpose.
The Company will furnish to any Holder upon
written request and without charge to the Holder a copy of
the Indenture. Requests may be made to Time Warner Inc., 75
Rockefeller Plaza, New York, N.Y. 10019, Attention of
Manager, Shareholder Relations.
/PAGE
<PAGE>
<PAGE>
ASSIGNMENT FORM
To assign this Debenture Due 2016, fill in the form below:
I or we assign and transfer this Debenture Due 2016 to
_____________________________________________
_____________________________________________
(Insert assignee's soc. sec. or tax ID no.)
____________________________________________________________
____________________________________________________________
____________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint __________________________ agent to
transfer this Debenture Due 2016 on the books of the
Company. The agent may substitute another to act for him.
____________________________________________________________
Date:______________ Your Signature:________________________
____________________________________________________________
(Sign exactly as your name appears on the other side of this
Debenture Due 2016)
/PAGE
<PAGE>
<PAGE>
SIGNATURE GUARANTEE
Signature Guaranteed by:
_______________________________________
by: __________________________________
________________________________________
The signature must be guaranteed
by a bank, a trust company or a
member firm of the New York
Stock Exchange
<PAGE>
EXHIBIT 5
FACE OF DEBENTURE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR INDIVIDUAL DEBENTURES
REGISTERED IN THE NAMES OF PARTICIPANTS IN THE DTC, THIS
CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC
OR BY A NOMINEE OF DTC TO DTC OR BY DTC OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY.
No. R-1 $200,000,000
TIME WARNER INC.
6.85% Debenture Due 2026
CUSIP: 887315BB4
Time Warner Inc., a Delaware corporation, or any
successor under the Indenture referred to on the reverse
hereof promises to pay to Cede & Co. or registered assigns,
the principal sum of TWO HUNDRED MILLION DOLLARS
($200,000,000) on January 15, 2026, at the office or agency
of the Company in the Borough of Manhattan, the City and
State of New York.
Interest Payment Dates: January 15 and July 15,
beginning July 15, 1996
Record Dates: January 1 and July l
/PAGE
<PAGE>
<PAGE>
Additional provisions of this Debenture are set
forth on the other side of this Debenture.
Dated: January 17, 1996
TIME WARNER INC.
by
___________________________
[SEAL] Executive Vice President
Attest:
_____________________________
Assistant Secretary
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities
of the series designated therein
referred to in the within-mentioned
Indenture.
Chemical Bank,
as Trustee,
by
_________________________
Authorized Officer
/PAGE
<PAGE>
<PAGE>
REVERSE SIDE OF DEBENTURE
TIME WARNER INC.
6.85% Debenture Due 2026
Time Warner Inc., a Delaware corporation (such
corporation or any successor pursuant to the Indenture
referred to below being called the "Company"), promises to
pay interest from January 15, 1996, on the principal amount
of this Debenture Due 2026 (as hereinafter defined)
semiannually on January 15 and July 15 of each year
beginning July 15, 1996 at the office or agency of the
Company in the Borough of Manhattan, The City of New York,
in like coin or currency, at the rate per annum specified in
the title hereof. The interest so payable, and punctually
paid or duly provided for, on any January 15 or July 15
will, except as provided in the Indenture dated as of
January 15, 1993 (the "Indenture"), duly executed and
delivered by the Company to Chemical Bank, as Trustee
(herein called the "Trustee"), be paid to the Person in
whose name this Debenture Due 2026 (or one or more
Predecessor Securities) is registered at the close of
business on the January 1 or July 1 next preceding the
interest payment date (herein called the "Regular Record
Date") whether or not a business day, and may, at the option
of the Company, be paid by check mailed to the registered
address of such Person. Any such interest which is payable,
but is not so punctually paid or duly provided for, shall
forthwith cease to be payable to the registered Holder on
such Regular Record Date and may be paid either to the
Person in whose name this Debenture Due 2026 (or one or more
Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Debentures Due 2026 not
less than 10 days prior to such Special Record Date, or may
be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities
exchange on which the Debentures Due 2026 may be listed and
upon such notice as may be required by such exchange, if
such manner of payment shall be deemed practicable by the
Trustee, all as more fully provided in the Indenture.
Initially, the Trustee will be the Paying Agent
and the Registrar with respect to this Debenture Due 2026.
The Company reserves the right at any time to vary or
terminate the appointment of any Paying Agent or Registrar,
to appoint additional or other Paying Agents and other
Registrars and to approve any change in the office through
which any Paying Agent or Registrar acts; provided that
there will at all times be a Paying Agent in The City of New
York.
This Debenture Due 2026 is one of the duly
authorized issues of senior debentures, notes, bonds or
other evidences of indebtedness of the Company (hereinafter
called the "Debt Securities"), of the series hereinafter
specified, all issued or to be issued under and pursuant to
the Indenture, to which reference is hereby made for a
statement of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee and any
agent of the Trustee, any Paying Agent, the Company and the
Holders of the Debt Securities and the terms upon which the
Debt Securities are issued and are to be authenticated and
delivered.
The Debt Securities may be issued in one or more
series, which different series may be issued in various
aggregate principal amounts, may mature at different times,
may bear interest (if any) at different rates, may have
different conversion prices or exchange provisions (if any),
may be subject to different redemption provisions (if any),
may be subject to different sinking, purchase or analogous
funds (if any), may be subject to different covenants and
Events of Default and may otherwise vary as provided or
permitted in the Indenture. This Debenture Due 2026 is one
of the series of Debt Securities of the Company issued
pursuant to the Indenture designated as the 6.85% Debentures
Due 2026 (the "Debentures Due 2026"), limited in aggregate
principal amount to $400,000,000.
The Debentures Due 2026 will not be redeemable at
the option of the Company prior to maturity and will not be
subject to any sinking fund, but will be redeemable on
January 15, 2003, at the option of the Holders thereof, at
100% of their principal amount, together with accrued and
unpaid interest to the date of redemption. Less than the
entire principal amount of any Debenture Due 2026 may be
redeemed, provided the principal amount which is to be
redeemed is equal to $1,000 or an integral multiple of
$1,000.
The Depository or its nominee, as registered
holder of the Debentures Due 2026, will be entitled to
tender the Debentures Due 2026 on January 15, 2003 for
repayment. During the period from and including
November 15, 2002 to and including December 15, 2002, the
Depository will receive instructions from its participants
(acting on behalf of owners of beneficial interests in the
Debentures Due 2026) to tender the Debentures Due 2026 for
repayment under the Depository's procedures. Such tender
for repayment will be made by the Depository, provided that
the Depository receives instructions from tendering
participants by Noon New York City time on December 15,
2002. The Depository will notify the Paying Agent
designated pursuant to the Indenture by the close of
business on December 15, 2002 as to the aggregate principal
amount of the Debentures Due 2026, if any, for which the
Depository shall have received instructions to tender for
repayment.
If at any time the use of a book-entry only system
through the Depository (or any successor securities
depositary) is discontinued with respect to the Debentures
Due 2026 and the Debentures Due 2026 are represented by
individual certificates, tenders for repayment of any
Debentures Due 2026 on January 15, 2003 shall be made
according to the following procedures. The Company must
receive at the principal office of the Paying Agent, during
the period from and including November 15, 2002 to and
including December 15, 2002, (i) the Debentures Due 2026
with the form entitled "Option to Elect Repayment" on the
reverse of the Debenture Due 2026 duly completed; or
(ii)(x) a telegram, telex, facsimile transmission or letter
from a member of a national securities exchange or the
National Association of Securities Dealers, Inc., or a
commercial bank or a trust company in the United States of
America, setting forth the name of the registered holder of
the Debentures Due 2026, the principal amount of the
Debentures Due 2026, the amount of the Debentures Due 2026
to be repaid, a statement that the option to elect repayment
is being exercised thereby and a guarantee that the
Debentures Due 2026 to be repaid, with the form entitled
"Option to Elect Repayment" on the reverse of the Debentures
Due 2026 duly completed, will be received by the Company not
later than five Business Days after the date of such
telegram, telex, facsimile transmission or letter; and
(y) such Debentures Due 2026 and forms duly completed are
received by the Company by such fifth Business Day. Any
such notice received by the Company during the period from
and including November 15, 2002 to and including
December 15, 2002 shall be irrevocable. All questions as to
the validity, eligibility (including time of receipt) and
the acceptance of any Debentures Due 2026 for repayment will
be determined by the Company, whose determination will be
final and binding.
For all purposes of this Debenture Due 2026, if
December 15, 2002 is not a Business Day, such date shall be
deemed to refer to the next succeeding Business Day.
If an Event of Default with respect to the
Debentures Due 2026 shall occur and be continuing, the
principal of all the Debentures Due 2026 and all accrued
interest thereon may be declared due and payable in the
manner, with the effect and subject to the conditions
provided in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the Company and the Trustee to enter into
supplemental indentures to the Indenture for the purpose of
adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of
modifying in any manner the rights of the Holders of the
Debt Securities of each series under the Indenture with the
consent of the Holders of not less than a majority in
principal amount of the Debt Securities at the time
Outstanding of each series to be affected thereby on behalf
of the Holders of all Debt Securities of such series. The
Indenture also permits the Holders of a majority in
principal amount of the Debt Securities at the time
Outstanding of each series on behalf of the Holders of all
Debt Securities of such series to waive compliance by the
Company with certain provisions of the Indenture and certain
past defaults and their consequences with respect to such
series under the Indenture. Any such consent or waiver by
the Holder of this Debenture Due 2026 shall be conclusive
and binding upon such Holder and upon all future Holders of
this Debenture Due 2026 and of any Debenture Due 2026 issued
upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Debenture Due 2026 or
such other Debentures Due 2026.
No reference herein to the Indenture and no
provision of this Debenture Due 2026 or of the Indenture
shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal and any
premium of and any interest on this Debenture Due 2026 at
the place, rate and respective times and in the coin or
currency herein and in the Indenture prescribed.
As provided in the Indenture and subject to the
satisfaction of certain conditions therein set forth,
including the deposit of certain trust funds in trust, at
the Company's option, either (i) the Company shall be deemed
to have paid and discharged the entire indebtedness
represented by, and the obligations under, the Debt
Securities of any series and to have satisfied all the
obligations (with certain exceptions) under the Indenture
relating to the Debt Securities of such series or (ii) the
Company shall cease to be under any obligation to comply
with any term, provision or condition of certain restrictive
covenants or provisions set forth in any additions or
changes to or deletions from covenants and Events of Default
with respect to the Debt Securities of such series.
The Debentures Due 2026 are issuable in registered
form without coupons, in denominations of $1,000 and
integral multiples of thereof. Debentures Due 2026 may be
exchanged for a like aggregate principal amount of
Debentures Due 2026 of other authorized denominations at the
office or agency of the Company in the Borough of Manhattan,
The City of New York, and in the manner and subject to the
limitations provided in the Indenture.
Upon due presentment for registration of transfer
of this Debenture Due 2026 at the office or agency of the
Company in the Borough of Manhattan, The City of New York, a
new Debenture Due 2026 or Debentures Due 2026 of authorized
denominations for a like aggregate principal amount will be
issued to the transferee in exchange therefor, subject to
the limitations provided in the Indenture.
No service charge shall be made for any such
transfer or exchange, but the Company may require payment of
a sum sufficient to cover any tax, assessment or other
governmental charge payable in connection therewith.
Subject to the provisions of the Indenture, the
Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Debenture
Due 2026 is registered as the owner hereof for all purposes,
whether or not this Debenture Due 2026 is overdue, and
neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
Unless otherwise defined herein, all terms used in
this Debenture Due 2026 which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
THIS DEBENTURE DUE 2026 SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.
Unless the certificate of authentication hereon
has been manually executed by or on behalf of the Trustee
under the Indenture, this Debenture Due 2026 shall not be
entitled to any benefits under the Indenture, or be valid or
obligatory for any purpose.
The Company will furnish to any Holder upon
written request and without charge to the Holder a copy of
the Indenture. Requests may be made to Time Warner Inc., 75
Rockefeller Plaza, New York, N.Y. 10019, Attention of
Manager, Shareholder Relations.
/PAGE
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<PAGE>
ASSIGNMENT FORM
To assign this Debenture Due 2026 fill in the form below:
I or we assign and transfer this Debenture Due 2026 to
_____________________________________________
_____________________________________________
(Insert assignee's soc. sec. or tax ID no.)
____________________________________________________________
____________________________________________________________
____________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint __________________________ agent to
transfer this Debenture Due 2026 on the books of the
Company. The agent may substitute another to act for him.
____________________________________________________________
Date:______________ Your Signature:________________________
____________________________________________________________
(Sign exactly as your name appears on the other side of this
Debenture Due 2026)
/PAGE
<PAGE>
<PAGE>
SIGNATURE GUARANTEE
Signature Guaranteed by:
_______________________________________
by: __________________________________
________________________________________
The signature must be guaranteed
by a bank, a trust company or a
member firm of the New York
Stock Exchange
/PAGE
<PAGE>
<PAGE>
OPTION TO ELECT REPAYMENT
If you the Holder want to elect to have this
Debenture Due 2026 redeemed by the Company, check here: / /
If you want to elect to have only part of this
Debenture Due 2026 redeemed by the Company, state the amount
(which amount must be equal to $1,000 or any whole multiple
of $1,000): $ _______________
Dated: Signed: ______________________
The Signature to this
Redemption Notice must
correspond with the name
as it appears upon the
face of this Debenture
Due 2026 in every
particular without
alteration or
enlargement or any
change whatsoever.)
Certificate Number of this Debenture Due 2026: ________________
Signature Guarantee: _______________________________________
(Signature must be guaranteed by a
commercial bank or trust company having
its principal office or a correspondent in
The City of New York or by a member
or member's organization of the New York
Stock Exchange.)
</PAGE>
