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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 3, 1996
REGISTRATION NO. 333-
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TIME WARNER INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 13-3527249
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>
------------------------
ALSO CONSTITUTES A POST-EFFECTIVE AMENDMENT TO
FORM S-3 REGISTRATION STATEMENT OF
TIME WARNER COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 13-1388520
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>
75 ROCKEFELLER PLAZA
NEW YORK, N.Y. 10019
(212) 484-8000
(ADDRESS, INCLUDING EACH ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
PETER R. HAJE
EXECUTIVE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
TIME WARNER INC.
75 ROCKEFELLER PLAZA
NEW YORK, N.Y. 10019
(212) 484-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
WILLIAM P. ROGERS, JR. FAITH D. GROSSNICKLE
CRAVATH, SWAINE & MOORE SHEARMAN & STERLING
WORLDWIDE PLAZA 599 LEXINGTON AVENUE
825 EIGHTH AVENUE NEW YORK, N.Y. 10022
NEW YORK, N.Y. 10019-7415 (212) 848-8015
(212) 474-1270
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement, as determined
by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, please check the following box: [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AGGREGATE AMOUNT TO BE AGGREGATE OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER UNIT PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Guarantee of Debt Securities.............. $550,581,500(1)(2) N/A N/A $100(3)
</TABLE>
(1) United States dollars or the equivalent thereof in one or more foreign
currencies, foreign currency units or composite currencies.
(2) Time Warner Inc. (formerly known as 'TW Inc.') will irrevocably and
unconditionally guarantee on an unsecured senior basis Debt Securities of
Time Warner Companies, Inc. (formerly known as 'Time Warner Inc.') which
were previously registered by Time Warner Companies, Inc. under Registration
Statement No. 33-50237.
(3) A registration fee was previously paid by Time Warner Companies, Inc. in
respect of the Debt Securities. The registration fee paid herewith
represents the minimum fee payable pursuant to Section 6(b) of the
Securities Act of 1933.
------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
PURSUANT TO RULE 429 OF THE GENERAL RULES AND REGULATIONS UNDER THE
SECURITIES ACT OF 1933, THE PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT
IS A COMBINED PROSPECTUS WHICH ALSO RELATES TO REGISTRATION STATEMENT NO.
33-50237, PREVIOUSLY FILED BY TIME WARNER COMPANIES, INC. ON FORM S-3. THIS
REGISTRATION STATEMENT ALSO CONSTITUTES A POST-EFFECTIVE AMENDMENT TO
REGISTRATION STATEMENT NO. 33-50237, AND SUCH POST-EFFECTIVE AMENDMENT SHALL
HEREAFTER BECOME EFFECTIVE CONCURRENTLY WITH THE EFFECTIVENESS OF THIS
REGISTRATION STATEMENT IN ACCORDANCE WITH SECTION 8(c) OF THE SECURITIES ACT OF
1933.
________________________________________________________________________________
<PAGE>
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE
OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
LAWS OF SUCH STATE.
SUBJECT TO COMPLETION, DATED DECEMBER 3, 1996
PROSPECTUS
TIME WARNER COMPANIES, INC.
DEBT SECURITIES
UNCONDITIONALLY GUARANTEED BY
TIME WARNER INC.
Time Warner Companies, Inc. (the 'Issuer') may offer from time to time,
together or separately, unsecured notes, debentures or other evidences of
indebtedness ('Debt Securities'), having an aggregate initial public offering
price not to exceed $550,581,500 (including the U.S. dollar equivalent of
securities for which the initial public offering price is denominated in one or
more foreign currencies or composite currencies). The Debt Securities may be
offered in one or more series, in amounts, at prices and on terms determined at
the time of sale and set forth in a supplement to this Prospectus (a 'Prospectus
Supplement').
The Debt Securities will be irrevocably, fully and unconditionally
guaranteed (the 'Guarantee') on an unsecured basis by Time Warner Inc. (the
'Guarantor'). The Issuer is a wholly owned subsidiary of the Guarantor. The
Guarantor is a holding company that derives its operating income and cash flow
from the Issuer and Turner Broadcasting System, Inc. ('TBS'), a wholly owned
subsidiary of the Guarantor. The assets of the Guarantor consist primarily of
its investments in the Issuer and TBS, and the assets of the Issuer consist
primarily of its investments in its consolidated and unconsolidated
subsidiaries. The Guarantor and its consolidated and unconsolidated subsidiaries
are collectively referred to as the 'Company'.
Unless otherwise specified in an accompanying Prospectus Supplement, the
Debt Securities and the Guarantee will be senior securities of the Issuer and
the Guarantor, respectively, ranking equally with all other unsubordinated and
unsecured indebtedness and other obligations of the Issuer and the Guarantor,
respectively.
The specific terms of the Debt Securities in respect of which this
Prospectus is being delivered will be set forth in an accompanying Prospectus
Supplement, including, where applicable, the specific designation, aggregate
principal amount, currency, denomination, maturity (which may be fixed or
extendible), priority, interest rate (or manner of calculation thereof), if any,
time of payment of interest, if any, terms for any redemption, terms for any
repayment at the option of the holder, terms for any sinking fund payments, the
initial public offering price, special provisions relating to Debt Securities in
bearer form, provisions regarding original issue discount securities, additional
covenants and any other specific terms of such Debt Securities.
The Prospectus Supplement will also contain information, where applicable,
about certain United States Federal income tax considerations relating to, and
any listing on a securities exchange of, the Debt Securities covered by the
Prospectus Supplement.
The Debt Securities may be issued only in registered form, including in the
form of one or more global securities ('Global Securities'), unless otherwise
set forth in the Prospectus Supplement.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Debt Securities may be offered directly, through agents designated from
time to time or through dealers or underwriters. If any agents of the Issuer or
the Guarantor or any dealers or underwriters are involved in the offering of the
Debt Securities in respect of which this Prospectus is being delivered, the
names of such agents, dealers or underwriters and any applicable commissions or
discounts will be set forth in the Prospectus Supplement. The net proceeds to
the Issuer from such sale will also be set forth in the Prospectus Supplement.
------------------------
The date of this Prospectus is , 1996.
<PAGE>
<PAGE>
IN CONNECTION WITH THE OFFERING OF CERTAIN SECURITIES, THE UNDERWRITERS MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE
OF THE DEBT SECURITIES OFFERED HEREBY OR OTHER SECURITIES OF THE ISSUER AT
LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
------------------------
AVAILABLE INFORMATION
The Guarantor is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the 'Exchange Act'), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the 'Commission'). Prior to the
consummation of the acquisition of TBS by the Guarantor, the Issuer, currently a
wholly owned subsidiary of the Guarantor formerly named 'Time Warner Inc.', and
TBS were subject to the informational requirements of the Exchange Act, and in
accordance therewith filed reports, proxy statements and other information with
the Commission. Immediately thereafter, the Guarantor guaranteed unconditionally
all the outstanding publicly traded indebtedness of the Issuer and TBS.
Subsequently, each of the Issuer and TBS filed with the Commission a Form 10-Q
for the quarterly period ended September 30, 1996. Each of the Issuer and TBS
have ceased to be subject to the periodic reporting and other informational
requirements of the Exchange Act. Instead, such information will be provided, to
the extent required by the Commission, in the required filings made by the
Guarantor. Reports, proxy statements and other information filed by the
Guarantor, the Issuer and TBS with the Commission pursuant to the informational
requirements of the Exchange Act may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at the Commission's regional offices
located at Seven World Trade Center, 13th Floor, New York, New York 10048; and
Citicorp Center, 500 West Madison Street (Suite 1400), Chicago, Illinois 60661;
and copies of such material may be obtained from the Public Reference Section of
the Commission, Washington, D.C. 20549, at prescribed rates, or through the
World Wide Web (http://www.sec.gov). Such reports, proxy statements and other
information may also be inspected at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York, and the Pacific Stock Exchange, 301
Pine Street, San Francisco, California, on which one or more of the Guarantor's
securities are listed.
This Prospectus constitutes a part of a Registration Statement filed by the
Issuer and the Guarantor with the Commission under the Securities Act of 1933,
as amended (the 'Securities Act'). This Prospectus omits certain of the
information contained in the Registration Statement in accordance with the rules
and regulations of the Commission. Reference is hereby made to the Registration
Statement and related exhibits for further information with respect to the
Issuer, the Guarantor and the Debt Securities. Statements contained herein
concerning the provisions of any document are not necessarily complete and, in
each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed with the Commission by the Guarantor (File
No. 001-12259) are incorporated by reference in this Prospectus:
(a) the Current Reports on Form 8-K of the Guarantor dated October 10,
1996 and November 14, 1996; and
(b) the Registration Statement (Registration No. 333-11471) on Form
S-4 of the Guarantor, as amended, filed with the Commission on September 6,
1996 pursuant to the Securities Act (the 'Form S-4').
The following documents previously filed with the Commission by the Issuer
(File No. 001-08637) under the Exchange Act are incorporated herein by
reference:
2
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<PAGE>
(a) the Issuer's Annual Report on Form 10-K for the year ended
December 31, 1995, as amended by the Issuer's Form 10-K/A dated June 27,
1996 (the 'Issuer's 10-K');
(b) the Issuer's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996; and
(c) the Issuer's Current Reports on Form 8-K dated January 4, 1996,
March 22, 1996, March 25, 1996, April 3, 1996, April 4, 1996, April 11,
1996, May 15, 1996, August 6, 1996, August 14, 1996, September 6, 1996 and
September 12, 1996.
The following documents previously filed with the Commission by TBS (File
No. 001-08911) under the Exchange Act are incorporated herein by reference:
(a) TBS's Annual Report on Form 10-K for the year ended December 31,
1995;
(b) TBS's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1996, June 30, 1996 and September 30, 1996; and
(c) TBS's Current Reports on Form 8-K dated January 3, 1996, June 26,
1996 and September 6, 1996.
All documents and reports subsequently filed by the Guarantor pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering of the Debt Securities
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus or any Prospectus Supplement to the extent that
a statement contained herein or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus or any Prospectus Supplement.
The Issuer will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus and the accompanying Prospectus
Supplement are delivered, upon the written or oral request of such person, a
copy of any or all the documents incorporated herein by reference, other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference in such documents, and any other documents specifically identified
herein as incorporated by reference into the Registration Statement to which
this Prospectus relates or into such other documents. Requests should be
addressed to: Shareholder Relations Department, Time Warner Inc., 75 Rockefeller
Plaza, New York, New York 10019; telephone: (212) 484-6971.
THE COMPANY
The Company, the world's leading media and entertainment company, has
interests in four fundamental areas of business: Entertainment, consisting
principally of interests in recorded music and music publishing, filmed
entertainment, broadcasting and theme parks; Cable Networks, consisting
principally of interests in cable television programming; Publishing, consisting
principally of interests in magazine publishing, book publishing and direct
marketing; and Cable, consisting principally of interests in cable television
systems. Each of the Issuer and the Guarantor is a holding company that derives
its operating income and cash flow from its subsidiaries and investments. The
assets of the Guarantor consist primarily of its investments in the Issuer and
TBS, and the assets of the Issuer consist primarily of its investments in its
consolidated and unconsolidated subsidiaries, including Time Warner
Entertainment Company, L.P. ('TWE'). The ability of the Issuer and the Guarantor
to service their respective indebtedness and other liabilities, including the
Debt Securities, is dependent primarily upon the earnings and cash flow of their
respective consolidated and unconsolidated subsidiaries and the distribution or
other payment of such earnings and cash flow to the Issuer and the Guarantor.
See 'Holding Company Structure'.
The Guarantor became the parent of the Issuer and TBS on October 10, 1996
upon the merger of the Issuer and TBS with separate subsidiaries of the
Guarantor (the 'TBS Transaction'), as more fully
3
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described below. In connection therewith, the Guarantor changed its name to Time
Warner Inc. from TW Inc. and the Issuer changed its name from Time Warner Inc.
to Time Warner Companies, Inc.
TWE was formed as a Delaware limited partnership in 1992 to own and operate
substantially all of the Filmed Entertainment, Cable Networks and Cable
businesses owned and operated by the Issuer prior to such date. The Issuer and
certain of its wholly owned subsidiaries own general and limited partnership
interests in 74.49% of the pro rata priority capital ('Series A Capital') and
residual equity capital ('Residual Capital') of TWE and 100% of the senior
priority capital ('Senior Capital') and junior priority capital ('Series B
Capital') of TWE. The remaining 25.51% limited partnership interests in the
Series A Capital and Residual Capital of TWE are held by a subsidiary of U S
WEST, Inc. The Guarantor does not consolidate TWE and certain related companies
(the 'Entertainment Group') for financial reporting purposes. The subsidiaries
of the Issuer that own general partnership interests in TWE are collectively
referred to herein as the 'Time Warner General Partners'.
TBS TRANSACTION
On October 10, 1996, pursuant to an Amended and Restated Agreement and Plan
of Merger dated as of September 22, 1995, as amended (the 'Merger Agreement'),
between the Issuer, the Guarantor, TBS and certain of their wholly owned
subsidiaries, among other things: (a) each of the Issuer and TBS became a wholly
owned subsidiary of the Guarantor through a merger with a subsidiary of the
Guarantor, (b) each outstanding share of common stock, par value $1.00 per
share, of the Issuer, other than shares held directly or indirectly by the
Issuer, was converted into one share of common stock of the Guarantor, (c) each
outstanding share of preferred stock of the Issuer was converted into one share
of a substantially identical series of preferred stock of the Guarantor, (d)
each outstanding share of common stock of TBS, other than shares held directly
or indirectly by the Issuer or the Guarantor or in the treasury of TBS, was
converted into the right to receive 0.75 shares of common stock of the Guarantor
and (e) each outstanding share of preferred stock of TBS, other than shares held
directly or indirectly by the Issuer or the Guarantor, was converted into the
right to receive 4.8 shares of common stock of the Guarantor. Additional
information on the TBS Transaction is set forth in the Joint Proxy
Statement/Prospectus included as part of the Form S-4, which is incorporated by
reference herein.
Immediately following the TBS Transaction, the Guarantor, as primary
obligor and not merely as surety, irrevocably and unconditionally guaranteed (i)
the full and punctual payment of principal of and interest on all outstanding
publicly traded indebtedness ('Outstanding Securities') of each of the Issuer
and TBS when due, whether at maturity, by acceleration, by redemption or
otherwise, and all other monetary obligations of the Issuer and TBS under the
Outstanding Securities of the Issuer and TBS and the indentures relating to the
Outstanding Securities (including the obligations to the respective trustees)
and (ii) the full and punctual performance within applicable grace periods of
all other obligations of the Issuer and TBS under the Outstanding Securities and
the respective indentures. The guarantee of the Outstanding Securities
constitutes a guarantee of payment, performance and compliance and not merely of
collection. The obligation of the Guarantor to make any payment pursuant to the
guarantee may be satisfied by causing the respective issuer to make such
payment. Further, the Guarantor agreed to pay any and all costs and expenses
(including reasonable attorney's fees) incurred by any trustee or holder of
Outstanding Securities in enforcing any of their respective rights under the
guarantee of the Outstanding Securities.
RATIO OF EARNINGS TO FIXED CHARGES
The historical and pro forma ratios of earnings to fixed charges for the
Issuer and the Guarantor are set forth below for the periods indicated. For
periods in which earnings before fixed charges were insufficient to cover fixed
charges, the dollar amount of coverage deficiency (in millions), instead of the
ratio, is disclosed. The ratios of earnings to fixed charges (or coverage
deficiencies) for all periods after 1992 reflect the deconsolidation of the
Entertainment Group, principally TWE, effective January 1, 1993.
The historical ratio of earnings to fixed charges for 1996 reflects (a) the
issuance of 1.6 million shares of Series K exchangeable preferred stock of the
Issuer, having an aggregate liquidation
4
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preference of $1.6 billion (which were subsequently converted into Series M
exchangeable preferred stock of the Guarantor in the TBS Transaction) and the
use of approximately $1.55 billion of net proceeds therefrom to reduce
outstanding indebtedness (the 'Preferred Stock Refinancing') and (b) (i) the
issuance of 6.3 million shares of convertible preferred stock having an
aggregate liquidation preference of $633 million and 2.9 million shares of
common stock and (ii) the assumption or incurrence of approximately $2 billion
of indebtedness in connection with the acquisition of Cablevision Industries
Corporation and related companies (the 'CVI Acquisition'). The historical ratio
of earnings to fixed charges (or coverage deficiency) for 1995 reflects (a) the
issuance of 29.3 million shares of convertible preferred stock having an
aggregate liquidation preference of $2.926 billion and 2.6 million shares of
common stock and (b) the assumption or incurrence of approximately $1.3 billion
of indebtedness in connection with (x) the acquisitions of KBLCOM Incorporated
and Summit Communications Group, Inc. (the '1995 Cable Acquisitions' and when
taken together with the CVI Acquisition, the 'Cable Acquisitions') and (y) the
exchange by Toshiba Corporation and ITOCHU Corporation of their direct and
indirect interests in TWE (the 'ITOCHU/Toshiba Transaction'). The Preferred
Stock Refinancing, the Cable Acquisitions and the ITOCHU/Toshiba Transaction are
referred to herein as the 'Issuer Transactions'.
The historical ratio of earnings to fixed charges for 1993 reflects the
issuance of $6.1 billion of long-term debt and the use of $500 million of cash
and equivalents for the exchange or redemption of preferred stock having an
aggregate liquidation preference of $6.4 billion. The historical ratio of
earnings to fixed charges for 1992 reflects the capitalization of TWE on June
30, 1992 and associated refinancings, and the acquisition of the 18.7% minority
interest in American Television and Communications Corporation as of June 30,
1992, using the purchase method of accounting for business combinations.
The pro forma ratios of earnings to fixed charges (or coverage
deficiencies) for each of the Issuer and the Guarantor for the nine months ended
September 30, 1996 and the year ended December 31, 1995 give effect to (i) the
Issuer Transactions, (ii) certain other transactions as defined and described in
the pro forma consolidated condensed financial statements contained in the
Guarantor's Current Report on Form 8-K dated November 14, 1996, including
certain asset sales and debt refinancings and (iii) with respect to the
Guarantor only, the TBS Transaction, as if such transactions had occurred at the
beginning of 1995. The pro forma information presented below should be read in
conjunction with the pro forma consolidated condensed financial statements
contained in the Guarantor's Current Report on Form 8-K dated November 14, 1996
and incorporated herein by reference. Such pro forma amounts are presented for
informational purposes only and are not necessarily indicative of the actual
ratio or coverage deficiency that would have occurred if such transactions had
been consummated as of the dates indicated, nor are they necessarily indicative
of future results.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
----------------------------------- -------------------------------------------------
PRO FORMA PRO FORMA
1996 1996 1995 1995 1995 1994 1993 1992 1991
---------- -------- --------- --------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Issuer.......................... 1.0x 1.0x $ (46) 1.0x 1.1x 1.1x 1.1x 1.4x 1.1x
Guarantor....................... $ (171) * * $ (8) * * * * *
</TABLE>
- ------------
*In connection with the TBS Transaction that occurred on October 10, 1996, the
Guarantor, formerly a wholly owned subsidiary of the Issuer, acquired each
outstanding share of capital stock of the Issuer (other than shares held
directly or indirectly by the Issuer) and became the parent of the Issuer.
Accordingly, the historical ratios of earnings to fixed charges (or coverage
deficiencies) of the Issuer and the Guarantor are the same for all periods
prior to such date because the Issuer is treated for financial reporting
purposes as the predecessor of the Guarantor.
For purposes of computing the ratio of earnings to fixed charges, earnings
were calculated by adding (i) pretax income, (ii) interest expense, including
previously capitalized interest amortized to expense and the portion of rents
representative of an interest factor for the Guarantor and the Issuer and their
respective majority-owned subsidiaries, (iii) the Guarantor's and the Issuer's
respective proportionate share of the items included in (ii) above for their
50%-owned companies, (iv) preferred stock dividend requirements of
majority-owned subsidiaries, (v) minority interest in the income of
majority-owned subsidiaries that have fixed charges and (vi) the amount of
undistributed losses of each of the Issuer's and the Guarantor's less than 50%
owned companies. Fixed charges consist of (i) interest
5
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expense, including interest capitalized and the portion of rents representative
of an interest factor for the Guarantor and the Issuer and their respective
majority-owned subsidiaries, (ii) the Guarantor's and the Issuer's respective
proportionate share of such items for their 50%-owned companies and (iii)
preferred stock dividend requirements of majority-owned subsidiaries. Earnings
as defined include significant noncash charges for depreciation and
amortization. Historical fixed charges for the nine months ended September 30,
1996 and 1995 and the years ended December 31, 1995 and December 31, 1994
include noncash interest expense of $69 million, $156 million, $176 million and
$219 million, respectively, principally relating to the Issuer's Liquid Yield
Option Notes due 2012 and 2013 and, in 1995 and 1994 only, the Issuer's
Redeemable Reset Notes due 2002. Pro forma fixed charges of the Guarantor for
the nine months ended September 30, 1996 and the year ended December 31, 1995
include an additional $14 million and $18 million, respectively, in noncash
interest expense relating to TBS's zero coupon convertible notes due 2007.
USE OF PROCEEDS
Except as otherwise set forth in the Prospectus Supplement, the net
proceeds to the Issuer from the sale of Debt Securities will be used to
repurchase, redeem or otherwise repay indebtedness of the Issuer or TBS.
Additional information on the use of net proceeds from the sale of any
particular Debt Securities will be set forth in the Prospectus Supplement
relating to such Debt Securities.
DESCRIPTION OF THE DEBT SECURITIES AND THE GUARANTEE
GENERAL
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of any Debt Securities
and the extent, if any, to which such general provisions will not apply to such
Debt Securities will be described in the Prospectus Supplement relating to such
Debt Securities.
The Debt Securities will be issued from time to time in series under an
Indenture dated as of January 15, 1993, as supplemented from time to time (such
Indenture, as so supplemented being called the 'Indenture'), between the Issuer
and The Chase Manhattan Bank (formerly known as Chemical Bank) (the 'Trustee'),
as Trustee. The statements set forth below are brief summaries of certain
provisions contained in the Indenture, which summaries do not purport to be
complete and are qualified in their entirety by reference to the Indenture, a
copy of which is an exhibit to the Registration Statement of which this
Prospectus is a part. Numerical references in parentheses below are to articles
or sections of the Indenture, unless otherwise indicated. Wherever defined terms
are used but not defined herein, such terms shall have the meanings assigned to
them in the Indenture, it being intended that such referenced articles and
sections of the Indenture and such defined terms shall be incorporated herein by
reference.
The Indenture does not limit the amount of Debt Securities which may be
issued thereunder and Debt Securities may be issued thereunder up to the
aggregate principal amount which may be authorized from time to time by the
Issuer. Any such limit applicable to a particular series will be specified in
the Prospectus Supplement relating to that series.
Reference is made to the Prospectus Supplement for the following terms of
each series of Debt Securities in respect to which this Prospectus is being
delivered: (i) the designation, date, aggregate principal amount, currency or
currency unit of payment and authorized denominations of such Debt Securities;
(ii) the date or dates on which such Debt Securities will mature (which may be
fixed or extendible); (iii) the rate or rates (or manner of calculation
thereof), if any, per annum at which such Debt Securities will bear interest;
(iv) the dates, if any, on which such interest will be payable, (v) the terms of
any mandatory or optional redemption (including any sinking, purchase or
analogous fund) and any purchase at the option of holders (including whether any
such purchase may be paid in cash, common stock or other securities or
property); (vi) whether such Debt Securities are to be issued in the form of
Global Securities and, if so, the identity of the Depository with respect to
such Global Securities; and (vii) any other specific terms.
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Unless otherwise set forth in the Prospectus Supplement, interest on
outstanding Debt Securities will be paid to holders of record on the date which
is 15 days prior to the date such interest is to be paid. Unless otherwise
specified in the Prospectus Supplement, Debt Securities will be issued in fully
registered form only and in denominations of $1,000 and integral multiples
thereof. Unless otherwise specified in the Prospectus Supplement, the principal
amount of the Debt Securities will be payable at the corporate trust office of
the Trustee in New York, New York. The Debt Securities may be presented for
transfer or exchange at such office unless otherwise specified in the Prospectus
Supplement, subject to the limitations provided in the Indenture, without any
service charge, but the Issuer may require payment of a sum sufficient to cover
any tax or other governmental charges payable in connection therewith. (Section
305)
GUARANTEE
The Guarantor, as primary obligor and not merely as surety, will
irrevocably and unconditionally guarantee (the 'Guarantee'), to each Holder of
Debt Securities, and to the Trustee and its successors and assigns, (i) the full
and punctual payment of principal of and interest on the Debt Securities when
due, whether at maturity, by acceleration, by redemption or otherwise, and all
other monetary obligations of the Issuer under the Indenture (including
obligations to the Trustee) and the Debt Securities and (ii) the full and
punctual performance within applicable grace periods of all other obligations of
the Issuer under the Indenture and the Debt Securities. The Guarantee
constitutes a guarantee of payment, performance and compliance and not merely of
collection. The obligation of the Guarantor to make any payments may be
satisfied by causing the Issuer to make such payments. Further, the Guarantor
agrees to pay any and all costs and expenses (including reasonable attorneys'
fees) incurred by the Trustee or any Holder of Debt Securities in enforcing any
of their respective rights under the Guarantee. (Section 2 of the Second
Supplemental Indenture dated as of October 10, 1996 among the Issuer, the
Guarantor and the Trustee).
RANKING
Unless otherwise specified in a Prospectus Supplement for a particular
series of Debt Securities, all series of Debt Securities will be senior
indebtedness of the Issuer and will be direct, unsecured obligations of the
Issuer, ranking on a parity with all other unsecured and unsubordinated
indebtedness of the Issuer, and the Guarantee will be a senior obligation of the
Guarantor and will be a direct unsecured obligation of the Guarantor, ranking on
a parity with all other unsecured and unsubordinated obligations of the
Guarantor. Each of the Issuer and the Guarantor is a holding company and the
Debt Securities and the Guarantee will be effectively subordinated to all
existing and future liabilities, including indebtedness, of the subsidiaries of
the Issuer and the Guarantor, respectively. See 'Holding Company Structure'.
CERTAIN COVENANTS
Limitation on Liens. The Indenture provides that neither the Issuer nor any
Material Subsidiary of the Issuer shall incur, create, issue, assume, guarantee
or otherwise become liable for any indebtedness for money borrowed that is
secured by a lien on any asset now owned or hereafter acquired by it unless the
Issuer makes or causes to be made effective provision whereby the Debt
Securities will be secured by such lien equally and ratably with (or prior to)
all other indebtedness thereby secured so long as any such indebtedness shall be
secured. The foregoing restriction does not apply to the following:
(i) liens existing as of the date of the Indenture;
(ii) liens created by Subsidiaries of the Issuer to secure
indebtedness of such Subsidiaries to the Issuer or to one or more other
Subsidiaries of the Issuer;
(iii) liens affecting property of a person existing at the time it
becomes a Subsidiary of the Issuer or at the time it merges into or
consolidates with the Issuer or a Subsidiary of the Issuer or at the time
of a sale, lease or other disposition of all or substantially all of the
properties of such person to the Issuer or its Subsidiaries;
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(iv) liens on property existing at the time of the acquisition thereof
or incurred to secure payment of all or a part of the purchase price
thereof or to secure Indebtedness incurred prior to, at the time of, or
within one year after the acquisition thereof for the purpose of financing
all or part of the purchase price thereof;
(v) liens on any property to secure all or part of the cost of
improvements or construction thereon or indebtedness incurred to provide
funds for such purpose in a principal amount not exceeding the cost of such
improvements or construction;
(vi) liens consisting of or relating to the sale, transfer or
financing of motion pictures, video and television programs, sound
recordings, books or rights with respect thereto or with so-called tax
shelter groups or other third-party investors in connection with the
financing of such motion pictures, video and television programming, sound
recordings or books in the ordinary course of business and the granting to
the Issuer or any of its Subsidiaries of rights to distribute such motion
pictures, video and television programming, sound recordings or books;
provided, however, that no such lien shall attach to any asset or right of
the Issuer or its Subsidiaries (other than the motion pictures, video and
television programming, sound recordings, books or rights which were sold,
transferred to or financed by the tax shelter group or third-party
investors in question or the proceeds arising therefrom);
(vii) liens on shares of stock, indebtedness or other securities of a
Person that is not a Subsidiary;
(viii) other liens arising in connection with indebtedness of the
Issuer and its Subsidiaries in an aggregate principal amount for the Issuer
and its Subsidiaries not exceeding at the time such lien is issued, created
or assumed the greater of (A) 10% of the Consolidated Net Worth of the
Issuer and (B) $500 million; and
(ix) any extensions, renewal or replacement of any lien referred to in
the foregoing clauses (i) through (viii) inclusive, or of any indebtedness
secured thereby; provided that the principal amount of indebtedness secured
thereby shall not exceed the principal amount of indebtedness so secured at
the time of such extension, renewal or replacement, or at the time the lien
was issued, created or assumed or otherwise permitted, and that such
extension, renewal or replacement lien shall be limited to all or part of
substantially the same property which secured the lien extended, renewed or
replaced (plus improvements on such property). (Section 1006)
Limitation on Senior Debt. The Indenture provides that the Issuer will not,
and will not permit any of its Subsidiaries to, incur, create, issue, assume,
guarantee or otherwise become directly or indirectly liable for (collectively,
'incur') any Senior Debt, if after giving effect to such incurrence of Senior
Debt, determined on a pro forma basis as if such incurrence had occurred on the
first day of the Test Period, the Consolidated Cash Flow Coverage Ratio for the
Issuer and its Subsidiaries for the Test Period would be less than 1.5 to 1;
provided, however, that the foregoing restrictions will not apply to TWE or any
of its Subsidiaries to the extent that the application of such restrictions
would be prohibited under, or cause a violation of, TWE's bank credit agreement
as in effect from time to time or any successor or replacement credit agreement.
(Section 1007)
Other than the restrictions in the Indenture on liens and incurrence of
Senior Debt described above, the Indenture and the Debt Securities do not
contain any covenants or other provisions designed to afford Holders of Debt
Securities protection in the event of a recapitalization or highly leveraged
transaction involving the Issuer.
Limitation on Merger, Consolidation and Certain Sales of Assets. The
Indenture provides that neither the Issuer nor the Guarantor will merge or
consolidate with or into, or convey or transfer its property substantially as an
entirety to, any Person unless (a) the successor is organized and existing under
the laws of the United States or any State or the District of Columbia, (b) (i)
in the case of the Issuer, the successor assumes the Issuer's obligations under
the Indenture and the Debt Securities on the same terms and conditions and (ii)
in the case of the Guarantor, the successor assumes the Guarantor's obligations
under the Indenture and the Guarantee on the same terms and conditions and
(c) immediately after giving effect to such transactions, there is no default
under the Indenture. (Sections 801 and 802)
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Any additional covenants of the Issuer or the Guarantor pertaining to a
series of Debt Securities will be set forth in a Prospectus Supplement relating
to such series of Debt Securities.
CERTAIN DEFINITIONS
The following are certain of the terms defined in the Indenture:
'Consolidated Cash Flow' means, with respect to the Issuer, for any
period, the net income of the Issuer and its Subsidiaries as determined on
a consolidated basis in accordance with GAAP consistently applied, plus the
sum of depreciation, amortization, other noncash charges which reduce net
income, income tax expense and interest expense, in each case to the extent
deducted in determining such net income, and excluding extraordinary gains
or losses. Notwithstanding the foregoing, for purposes of determining the
Consolidated Cash Flow of the Issuer, there shall be included, in respect
of each other Person that is accounted for by the Issuer on the equity
method (as determined in accordance with GAAP), the Issuer's proportionate
amount of such other Person's and its Subsidiaries' consolidated net
income, depreciation, amortization, other noncash charges which reduce net
income, income tax expense and interest expense, in each case to the extent
deducted in determining such other Person's net income, excluding
extraordinary gains and losses.
'Consolidated Cash Flow Coverage Ratio' means, for any period, the
ratio for such period of Consolidated Cash Flow to Consolidated Interest
Expense. In determining the Consolidated Cash Flow Coverage Ratio, effect
shall be given to the application of the proceeds of Senior Debt whose
incurrence is being tested to the extent such proceeds are to be used to
repay or refinance other Senior Debt.
'Consolidated Interest Expense' means, with respect to the Issuer, for
any period, cash interest expense of the Issuer and its Subsidiaries on
Senior Debt for such period other than the amount amortized during such
period in respect of all fees paid in connection with the incurrence of
such Senior Debt, such expense to be determined on a consolidated basis in
accordance with GAAP consistently applied. Notwithstanding the foregoing,
for purposes of determining the Consolidated Interest Expense of the
Issuer, there shall be included, in respect of each other Person that is
accounted for by the Issuer on the equity method (as determined in
accordance with GAAP), the Issuer's proportionate amount of the cash
interest expense of such other Person and its Subsidiaries on Senior Debt
for the relevant period other than the amount amortized during such period
in respect of all fees paid in connection with the incurrence of such
Senior Debt, such expense to be determined on a consolidated basis in
accordance with GAAP consistently applied.
'Consolidated Net Worth' means, with respect to the Issuer, at the
date of any determination, the consolidated stockholders' equity of the
Issuer and its Subsidiaries, determined on a consolidated basis in
accordance with GAAP consistently applied.
'GAAP' means generally accepted accounting principles as such
principles are in effect as of the date of the Indenture.
'Material Subsidiary' means, with respect to the Issuer, any Person
that is a Subsidiary if at the end of the most recent fiscal quarter of the
Issuer, the aggregate amount, determined in accordance with GAAP
consistently applied, of securities of, loans and advances to, and other
investments in, such Person held by the Issuer and its other Subsidiaries
exceeded 10% of the Issuer's Consolidated Net Worth.
'Person' means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.
'Senior Debt' means, with respect to any Person, all indebtedness of
such Person in respect of money borrowed, determined in accordance with
GAAP consistently applied, other than indebtedness as to which the
instrument governing such indebtedness provides that such indebtedness is,
or which is in effect, subordinated or junior in right of payment to any
other indebtedness of such Person.
'Subsidiary' means, with respect to any Person, any corporation more
than 50% of the voting stock of which is owned directly or indirectly by
such Person, and any partnership, association, joint
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venture or other entity in which such Person owns more than 50% of the
equity interests or has the power to elect a majority of the board of
directors or other governing body.
'Test Period' means, with respect to any date, the period consisting
of the most recent four full fiscal quarters for which financial
information is generally available.
DEFEASANCE
The Indenture provides that the Issuer (and to the extent applicable, the
Guarantor), at its option, (a) will be Discharged from any and all obligations
in respect of any series of Debt Securities (except in each case for certain
obligations to register the transfer or exchange of Debt Securities, replace
stolen, lost or mutilated Debt Securities, maintain paying agencies and hold
moneys for payment in trust) or (b) need not comply with the covenants described
above under 'Certain Covenants' and any other restrictive covenants described in
a Prospectus Supplement relating to such series of Debt Securities, and certain
Events of Default (other than those arising out of the failure to pay interest
or principal on the Debt Securities of a particular series and certain events of
bankruptcy, insolvency and reorganization) will no longer constitute Events of
Default with respect to such series of Debt Securities, in each case if the
Issuer deposits with the applicable Trustee, in trust, money or the equivalent
in securities of the government which issued the currency in which the Debt
Securities are denominated or government agencies backed by the full faith and
credit of such government, or a combination thereof, which through the payment
of interest thereon and principal thereof in accordance with their terms will
provide money in an amount sufficient to pay all the principal (including any
mandatory sinking fund payments) of, and interest on, such series on the dates
such payments are due in accordance with the terms of such series. To exercise
any such option, the Issuer is required, among other things, to deliver to the
Trustee an opinion of counsel to the effect that (i) the deposit and related
defeasance would not cause the Holders of such series to recognize income, gain
or loss for Federal income tax purposes and, in the case of a Discharge pursuant
to clause (a), accompanied by a ruling to such effect received from or published
by the United States Internal Revenue Service and (ii) the creation of the
defeasance trust will not violate the Investment Company Act of 1940, as
amended. In addition, the Issuer is required to deliver to the Trustee an
Officers' Certificate stating that such deposit was not made by the Issuer with
the intent of preferring the Holders over other creditors of the Issuer or with
the intent of defeating, hindering, delaying or defrauding creditors of the
Issuer or others. (Article 4)
EVENTS OF DEFAULT, NOTICE AND WAIVER
The Indenture provides that, if an Event of Default specified therein with
respect to any series of Debt Securities issued thereunder shall have happened
and be continuing, either the Trustee thereunder or the Holders of 25% in
aggregate principal amount of the outstanding Debt Securities of such series (or
25% in aggregate principal amount of all outstanding Debt Securities under the
Indenture, in the case of certain Events of Default affecting all series of Debt
Securities under the Indenture) may declare the principal of all the Debt
Securities of such series to be due and payable. (Section 502)
Events of Default in respect of any series are defined in the Indenture as
being: (i) default for 30 days in payment of any interest installment with
respect to such series; (ii) default in payment of principal of, or premium, if
any, on, or any sinking fund or analogous payment with respect to, Debt
Securities of such series when due at their stated maturity, by declaration or
acceleration, when called for redemption or otherwise; (iii) default for 90 days
after notice to the Issuer (or the Guarantor, if applicable) by the Trustee
thereunder or by Holders of 25% in aggregate principal amount of the outstanding
Debt Securities of such series in the performance of any covenant pertaining to
Debt Securities of such series; (iv) failure to pay when due, upon final
maturity or upon acceleration, the principal amount of any indebtedness for
money borrowed of the Issuer in excess of $50 million, if such indebtedness is
not discharged, or such acceleration annulled, within 60 days after written
notice; and (v) certain events of bankruptcy, insolvency and reorganization with
respect to the Guarantor, the Issuer or any Material Subsidiary of the Issuer
which is organized under the laws of the United States or any political
sub-division thereof. (Section 501 and Form of Security)
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Any additions, deletions or other changes to the Events of Default which
will be applicable to a series of Debt Securities will be described in the
Prospectus Supplement relating to such series of Debt Securities.
The Indenture provides that the Trustee thereunder will, within 90 days
after the occurrence of a default with respect to the Debt Securities of any
series, give to the Holders of the Debt Securities of such series notice of all
uncured and unwaived defaults known to it; provided that, except in the case of
default in the payment of principal of, premium, if any, or interest, if any, on
any of the Debt Securities of such series, the Trustee thereunder will be
protected in withholding such notice if it in good faith determines that the
withholding of such notice is in the interests of the Holders of the Debt
Securities of such series. The term 'default' for the purpose of this provision
means the happening of any of the Events of Default specified above, except that
any grace period or notice requirement is eliminated. (Section 602)
The Indenture contains provisions entitling the Trustee, subject to the
duty of the Trustee during an Event of Default to act with the required standard
of care, to be indemnified by the Holders of the Debt Securities before
proceeding to exercise any right or power under the Indenture at the request of
Holders of the Debt Securities. (Section 603)
The Indenture provides that the Holders of a majority in aggregate
principal amount of the outstanding Debt Securities of any series may direct the
time, method and place of conducting proceedings for remedies available to the
Trustee or exercising any trust or power conferred on the Trustee in respect of
such series, subject to certain conditions. (Section 512)
The Indenture includes a covenant that the Issuer will file annually with
the Trustee a certificate of no default or specifying any default that exists.
(Section 1004)
In certain cases, the Holders of a majority in principal amount of the
outstanding Debt Securities of any series may on behalf of the Holders of all
Debt Securities of such series waive any past default or Event of Default with
respect to the Debt Securities of such series or compliance with certain
provisions of the Indenture, except, among other things, a default not
theretofore cured in payment of the principal of, or premium, if any, or
interest, if any, on any of the Debt Securities of such series. (Sections 513
and 1008)
MODIFICATION OF THE INDENTURE
The Issuer and the Trustee may, without the consent of the Holders of the
Debt Securities, enter into indentures supplemental to the Indenture for, among
others, one or more of the following purposes: (i) to evidence the succession of
another Person to the Issuer or the Guarantor, and the assumption by such
successor of the Issuer's or the Guarantor's obligations under the Indenture and
the Debt Securities of any series; (ii) to add covenants of the Issuer and the
Guarantor, or surrender any rights of the Issuer or the Guarantor, for the
benefit of the Holders of Debt Securities of any or all series; (iii) to cure
any ambiguity, or correct any inconsistency in the Indenture; (iv) to evidence
and provide for the acceptance of any successor Trustee with respect to one or
more series of Debt Securities or to facilitate the administration of the trusts
thereunder by one or more trustees in accordance with the Indenture; (v) to
establish the form or terms of any series of Debt Securities; and (vi) to
provide any additional Events of Default. (Section 901)
The Indenture contains provisions permitting the Issuer and the Trustee
thereunder, with the consent of the Holders of a majority in principal amount of
the outstanding Debt Securities of each series to be affected, to execute
supplemental indentures adding any provisions to or changing or eliminating any
of the provisions of the Indenture or modifying the rights of the Holders of the
Debt Securities of such series to be affected, except that no such supplemental
indenture may, without the consent of the Holders of affected Debt Securities,
among other things, change the fixed maturity of any Debt Securities, or reduce
the principal amount thereof, or reduce the rate or extend the time of payment
of interest thereon, or reduce the number of shares of any common stock or other
securities to be delivered by the Issuer in respect of a conversion of any
convertible Debt Securities or reduce the aforesaid percentage of Debt
Securities of any series the consent of the Holders of which is required for any
such supplemental indenture. (Section 902)
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THE TRUSTEE
The Chase Manhattan Bank, formerly known as Chemical Bank, is the Trustee
under the Indenture. The Trustee is a depository for funds and performs other
services for, and transacts other banking business with, the Company in the
normal course of business.
GOVERNING LAW
The Indenture will be governed by, and construed in accordance with, the
laws of the State of New York.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a depository (the 'Depository') identified in the Prospectus Supplement
relating to such series. Global Securities may be issued only in fully
registered form and in either temporary or permanent form. Unless and until it
is exchanged in whole or in part for the individual Debt Securities represented
thereby, a Global Security may not be transferred except as a whole by the
Depository for such Global Security to a nominee of such Depository or by a
nominee of such Depository to such Depository or another nominee of such
Depository or by the Depository or any nominee of such Depository to a successor
Depository or any nominee of such successor.
The specific terms of the depository arrangement with respect to a series
of Debt Securities will be described in the Prospectus Supplement relating to
such series. Unless otherwise specified in the Prospectus Supplement, the Issuer
anticipates that the following provisions will apply to depository arrangements.
Upon the issuance of a Global Security, the Depository for such Global
Security or its nominee will credit on its book-entry registration and transfer
system the respective principal amounts of the individual Debt Securities
represented by such Global Security to the accounts of persons that have
accounts with such Depository ('Participants'). Such accounts shall be
designated by the underwriters, dealers or agents with respect to such Debt
Securities or by the Issuer if such Debt Securities are offered and sold
directly by the Issuer. Ownership of beneficial interests in a Global Security
will be limited to Participants or persons that may hold interests through
Participants. Ownership of beneficial interests in such Global Security will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the applicable Depository or its nominee (with respect to
interests of Participants) and records of Participants (with respect to
interests of persons who hold through Participants). The laws of some states
require that certain purchasers of securities take physical delivery of such
securities in definitive form. Such limits and such laws may impair the ability
to own, pledge or transfer beneficial interests in a Global Security.
So long as the Depository for a Global Security or its nominee is the
registered owner of such Global Security, such Depository or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture. Except as provided below, owners of beneficial interests in a Global
Security will not be entitled to have any of the individual Debt Securities of
the series represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of any such Debt
Securities of such series in definitive form and will not be considered the
owners or holders thereof under the Indenture. Accordingly, each person owning a
beneficial interest in a Global Security must rely on the procedures of the
Depository for such Global Security and, if such person is not a Participant, on
the procedures of the Participant through which such person owns its interest,
to exercise any rights of a holder under the Indenture. The Issuer understands
that under existing industry practices, if the Issuer requests any action of
holders or if an owner of a beneficial interest in a Global Security desires to
give or take any action which a holder is entitled to give or take under the
Indenture, the Depository for such Global Security would authorize the
Participants holding the relevant beneficial interests to give or take such
action, and such Participants would authorize beneficial owners owning through
such Participants to give or take such action or would otherwise act upon the
instructions of beneficial owners holding through them.
Payments of principal of and any premium and any interest on individual
Debt Securities represented by a Global Security registered in the name of a
Depository or its nominee will be made to
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the Depository or its nominee, as the case may be, as the registered owner of
the Global Security representing such Debt Securities. None of the Issuer, the
Trustee, any paying agent or the registrar for such Debt Securities will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the Global
Security for such Debt Securities or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
The Issuer expects that the Depository for a series of Debt Securities or
its nominee, upon receipt of any payment of principal, premium or interest in
respect of a permanent Global Security representing any of such Debt Securities,
immediately will credit Participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such Global Security for such Debt Securities as shown on the records of such
Depository or its nominee. The Issuer also expects that payments by Participants
to owners of beneficial interests in such Global Security held through such
Participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in bearer
form or registered in 'street name'. Such payments will be the responsibility of
such Participants.
If a Depository for a series of Debt Securities is at any time unwilling,
unable or ineligible to continue as depository and a successor depository is not
appointed by the Issuer within 90 days, the Issuer will issue individual Debt
Securities of such series in exchange for the Global Security representing such
series of Debt Securities. In addition, the Issuer may, at any time and in its
sole discretion, subject to any limitations described in the Prospectus
Supplement relating to such Debt Securities, determine not to have any Debt
Securities of such series represented by one or more Global Securities and, in
such event, will issue individual Debt Securities of such series in exchange for
the Global Security or Securities representing such series of Debt Securities.
Individual Debt Securities of such series so issued will be issued in
denominations, unless otherwise specified by the Issuer, of $1,000 and integral
multiples thereof. Any Debt Securities issued in definitive form in exchange for
a Global Security will be registered in such name or names as the Depository
shall instruct the Trustee. It is expected that such instructions will be based
upon directions received by the Depository from Participants with respect to
ownership of beneficial interests in such Global Security.
HOLDING COMPANY STRUCTURE
Each of the Issuer and the Guarantor is a holding company, the assets of
which consist primarily of investments in its consolidated and unconsolidated
subsidiaries. The assets of the Guarantor consist primarily of its investment in
the Issuer and TBS, and the assets of the Issuer consist primarily of its
investments in its consolidated and unconsolidated subsidiaries, including TWE.
A substantial portion of the consolidated liabilities of the Issuer and the
Guarantor have been incurred by subsidiaries. TWE, which is not consolidated
with either the Issuer or the Guarantor for financial reporting purposes, also
has substantial indebtedness and other liabilities. The Issuer's and the
Guarantor's rights and the rights of their creditors, including Holders of Debt
Securities, to participate in the distribution of assets of any person in which
the Issuer or the Guarantor owns an equity interest (including any subsidiary
and TWE) upon such person's liquidation or reorganization will be subject to
prior claims of such person's creditors, including trade creditors, except to
the extent that the Issuer or the Guarantor may be a creditor with recognized
claims against such person (in which case the claims of the Issuer and the
Guarantor would still be subject to the prior claims of any secured creditor of
such person and of any holder of indebtedness of such person that is senior to
that held by the Issuer or the Guarantor). Accordingly, the Holders of Debt
Securities may be deemed to be effectively subordinated to such claims.
Each of the Issuer's and the Guarantor's ability to service its
indebtedness and other obligations, including the Debt Securities and the
Guarantee, and the ability of the Guarantor to pay dividends on its common and
preferred stock is dependent primarily upon the earnings and cash flow of their
respective consolidated and unconsolidated subsidiaries and the distribution or
other payment of such earnings and cash flow to the Issuer and the Guarantor.
The TWE Agreement of Limited Partnership and the respective bank credit
facilities of TBS and TWI Cable Inc. ('TWI Cable') (a subsidiary of the Issuer)
limit distributions and other transfers of funds to the Issuer and the
Guarantor. Generally, distributions by TWE, other than tax distributions, are
subject to restricted payments limitations and
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availability under certain financial ratios applicable to TWE. As a result of
the acquisitions by subsidiaries of the Issuer of certain cable systems, certain
subsidiaries of the Issuer have outstanding indebtedness and bank credit
facilities that contain limitations on the ability of such subsidiaries to make
distributions or other payments to the Issuer. Generally, distributions by each
of TBS and TWI Cable, other than tax distributions, are subject to restricted
payments limitations and availability under certain financial ratios applicable
to TBS and TWI Cable under the respective bank credit facilities of which each
is a borrower and party thereto.
Additional information concerning the indebtedness of the Issuer and the
Guarantor and its subsidiaries will be set forth in the Prospectus Supplement.
PLAN OF DISTRIBUTION
The Issuer may sell the Debt Securities to one or more underwriters or
dealers for public offering and sale by them or may sell the Debt Securities to
investors directly or through agents. The Prospectus Supplement with respect to
the Debt Securities offered thereby describes the terms of the offering of such
Debt Securities and the method of distribution of the Debt Securities offered
thereby and identifies any firms acting as underwriters, dealers or agents in
connection therewith.
The Debt Securities may be distributed from time to time in one or more
transactions at a fixed price or prices (which may be changed) or at prices
determined as specified in the Prospectus Supplement. In connection with the
sale of the Debt Securities, underwriters, dealers or agents may be deemed to
have received compensation from the Issuer in the form of underwriting discounts
or commissions and may also receive commissions from purchasers of the Debt
Securities for whom they may act as agent. Underwriters may sell the Debt
Securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters or
commissions from the purchasers for whom they may act as agent. Certain of the
underwriters, dealers or agents who participate in the distribution of the Debt
Securities may engage in other transactions with, and perform other services
for, the Issuer and the Guarantor in the ordinary course of business.
Any underwriting compensation paid by the Issuer to underwriters or agents
in connection with the offering of the Debt Securities, and any discounts,
concessions or commissions allowed by underwriters to dealers, are set forth in
the Prospectus Supplement. Underwriters, dealers and agents participating in the
distribution of the Debt Securities may be deemed to be underwriters, and any
discounts and commissions received by them and any profit realized by them on
the resale of the Debt Securities may be deemed to be underwriting discounts and
commissions under the Securities Act. Underwriters and their controlling
persons, dealers and agents may be entitled, under agreements entered into with
the Issuer, to indemnification against and contribution toward certain civil
liabilities, including liabilities under the Securities Act.
LEGAL OPINIONS
Certain legal matters in connection with the Debt Securities will be passed
upon for the Issuer and the Guarantor by Cravath, Swaine & Moore, Worldwide
Plaza, 825 Eighth Avenue, New York, New York and for the Underwriters, if any,
named in a Prospectus Supplement, by Shearman & Sterling, 599 Lexington Avenue,
New York, New York.
EXPERTS
The consolidated financial statements and schedules of the Issuer and TWE
appearing in the Issuer's 10-K and the combined financial statements of the Time
Warner Service Partnerships incorporated by reference therein, have been audited
by Ernst & Young LLP, Independent Auditors, as set forth in their reports
thereon included therein and incorporated herein by reference. Such 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 consolidated financial statements of Cablevision Industries Corporation
at December 31, 1995, and for the year then ended, incorporated by reference in
this Prospectus from the Guarantor's Current Report on Form 8-K dated November
14, 1996, have been audited by Ernst & Young LLP, Independent Auditors, as set
forth in their report 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.
14
<PAGE>
<PAGE>
The financial statements of Newhouse Broadcasting Cable Division of
Newhouse Broadcasting Corporation and Subsidiaries as of July 31, 1993 and 1994,
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, 1993 and 1994, and for the years then
ended, incorporated by reference in this Prospectus from the Guarantor's Current
Report on Form 8-K dated November 14, 1996, have been audited by Ernst & Young
LLP, Independent Auditors, as 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, 1993
and 1994, and for each of the three years in the period ended December 31, 1994,
incorporated by reference in this Prospectus from TWE's Annual Report on Form
10-K for the year ended December 31, 1994, and the consolidated financial
statements of TBS, as of December 31, 1994 and 1995, and for the three years in
the period ended December 31, 1995, incorporated by reference in this
Prospectus, have been audited by Price Waterhouse LLP, Independent Accountants,
as 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 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, incorporated by reference in this Prospectus from the
Guarantor's Current Report on Form 8-K dated November 14, 1996, 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 for each of the three years in the period ended December 31, 1994,
incorporated by reference in this Prospectus from the Guarantor's Current Report
on Form 8-K dated November 14, 1996, 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.
------------------------
No person is authorized to give any information or to make any
representations other than those contained in this Prospectus or any
accompanying Prospectus Supplement in connection with the offer made by this
Prospectus or any Prospectus Supplement, and, if given or made, such other
information or representations must not be relied upon as having been authorized
by the Issuer, the Guarantor or by any underwriter, dealer or agent. This
Prospectus and any Prospectus Supplement do not constitute an offer to sell or a
solicitation of an offer to buy any securities other than those to which they
relate. Neither the delivery of this Prospectus and any accompanying Prospectus
Supplement nor any sale of or offer to sell the Debt Securities offered hereby
shall, under any circumstances, create an implication that there has been no
change in the affairs of the Issuer or the Guarantor, or that the information
herein is correct as of any time after the date hereof. This Prospectus and any
accompanying Prospectus Supplement do not constitute an offer to sell or a
solicitation of an offer to buy any of the Debt Securities offered hereby in any
State to any person to whom it is unlawful to make such offer or solicitation in
such State.
15
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following statement sets forth the estimated amounts of expenses, other
than underwriting, discounts, to be borne by the registrants in connection with
the distribution of the Debt Securities and the Guarantee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee........................................ $ 172,157*
Trustees' fees............................................................................. 20,000
Printing and engraving expenses............................................................ 200,000
Rating agency fees......................................................................... 100,000
Accounting fees and expenses............................................................... 100,000
Legal fees and expenses.................................................................... 150,000
Miscellaneous expenses..................................................................... 57,843
-------------
Total expenses................................................................... $ 800,000
-------------
-------------
</TABLE>
- ------------
* The registration fee for the Debt Securities was previously paid.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the 'DGCL') provides
that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation -- a
'derivative action' ), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceedings, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) actually and reasonably incurred
in connection with the defense or settlement of such action, and the statute
requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation. The statute
provides that it is not exclusive of other indemnification that may be granted
by a corporation's charter, by-laws, disinterested director vote, stockholder
vote, agreement or otherwise.
Each of the Issuer's and the Guarantor's By-Laws requires indemnification
to the fullest extent permitted under Delaware law of any person who is or was a
director or officer of the Issuer or the Guarantor who is or was involved or
threatened to be made so involved in any action, suit or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that
such person is or was serving as a director, officer or employee of the Issuer
or the Guarantor or any predecessor of the Issuer or the Guarantor or was
serving at the request of the Issuer or the Guarantor as a director, officer or
employee of any other enterprise.
Section 102(b)(7) of the DGCL permits a provision in the certificate of
incorporation of each corporation organized thereunder, such as the Issuer and
the Guarantor, eliminating or limiting, with certain exceptions, the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director. Section 1, Article X of each
of the Issuer's and the Guarantor's Certificate of Incorporation eliminates the
liability of directors to the extent permitted by Section 102(b)(7) of the DGCL.
The foregoing statements are subject to the detailed provisions of Sections
145 and 102(b)(7) of the DGCL, each of the Issuer's and the Guarantor's By-laws
and Section 1, Article X of each of the Issuer's and the Guarantor's Certificate
of Incorporation, as applicable.
II-1
<PAGE>
<PAGE>
The Directors' and Officers' Liability and Reimbursement Insurance Policy
of the Guarantor is designed to reimburse each of the registrants for any
payments made by each pursuant to the foregoing indemnification. The policy has
coverage of $50,000,000.
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
(1) -- Proposed form of Underwriting Agreement (filed as Exhibit 1 to the Issuer's Registration Statement on
Form S-3 (File No. 33-57812) filed with the Commission on February 3, 1993).*
(4.1) -- Indenture dated as of June 15, 1993 between the Issuer and The Chase Manhattan Bank (formerly known
as Chemical Bank), as Trustee (filed as Exhibit 4.1 to the Issuer's Registration Statement on Form S-3
(File No. 33-57030) filed with the Commission on January 14, 1993).*
(4.2) -- Form of Senior Security (filed as Exhibit 4.4 to the Issuer's Registration Statement on Form S-3 (File
No. 33-53148) filed with the Commission on October 9, 1992).*
(4.3) -- Second Supplemental Indenture dated as of October 10, 1996 among the Issuer, the Guarantor and The Chase
Manhattan Bank, as Trustee (filed as Exhibit 4.1 to the Issuer's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996).*
(4.4) -- Form of Third Supplemental Indenture among the Issuer, the Guarantor and The Chase Manhattan Bank, as
Trustee.**
(5) -- Opinion of Cravath, Swaine & Moore.**
(12) -- Statement regarding the computation of the ratio of earnings to fixed charges.**
(23.1) -- Consent of Ernst & Young LLP, Independent Auditors.**
(23.2) -- Consent of Counsel (included in Exhibit (5)).
(23.3) -- Consent of Arthur Andersen LLP, Independent Public Accountants.**
(23.4) -- Consent of Deloitte & Touche LLP, Independent Auditors.**
(23.5) -- Consent of Price Waterhouse LLP, Independent Accountants.**
(23.6) -- Consent of Price Waterhouse LLP, Independent Accountants.**
(24.1) -- Power of Attorney of the Issuer.**
(24.2) -- Power of Attorney of the Guarantor.**
(25) -- Statement of Eligibility and Qualification on Form T-1 of The Chase Manhattan Bank with respect to the
Issuer and the Guarantor (bound separately).**
</TABLE>
- ------------
* Incorporated by reference.
** Filed herewith.
ITEM 17. UNDERTAKINGS
A. Undertakings Pursuant to Rule 415
The undersigned registrants hereby undertake:
(a) 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;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. 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 end 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 a 20% change in the
maximum aggregate offering price set forth in the 'Calculation of
Registration Fee' table in the effective registration statement; and
II-2
<PAGE>
<PAGE>
(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)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrants
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement;
(b) that, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(c) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. Undertaking Regarding Filings Incorporating Subsequent Exchange Act Documents
by Reference
The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of any of the
registrants' annual reports pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Undertaking in Respect of Indemnification
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrants pursuant to the provisions described in Item 15 above, or otherwise,
the registrants have been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrants of expenses
incurred or paid by a director, officer or controlling person of the registrants
in the successful defense of any action, suit or proceeding) is asserted by such
officer, director or controlling person in connection with the securities being
registered, the registrants will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether or not such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-3
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on December 2,
1996.
TIME WARNER COMPANIES, INC.
By: /s/ Peter R. Haje
...................................
PETER R. HAJE
EXECUTIVE VICE PRESIDENT,
SECRETARY AND GENERAL COUNSEL
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below on December 2, 1996 by the
following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE
---------- -----
<C> <S>
(i) Principal Executive Officer
* Chairman and Chief Executive Officer
.........................................
GERALD M. LEVIN
(ii) Principal Financial Officer
* Director, Senior Vice President and
......................................... Chief Financial Officer
RICHARD J. BRESSLER
(iii) Principal Accounting Officer
/s/ John A. LaBarca Vice President and Controller
.........................................
JOHN A. LABARCA
(iv) Directors
/s/ Peter R. Haje
.........................................
PETER R. HAJE
*
.........................................
RICHARD D. PARSONS
*By: /s/ Peter R. Haje
.....................................
(ATTORNEY-IN-FACT)
</TABLE>
II-4
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on December 2, 1996.
TIME WARNER INC.
By: /s/ Peter R. Haje
...................................
PETER R. HAJE
EXECUTIVE VICE PRESIDENT,
SECRETARY AND GENERAL COUNSEL
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below on December 2, 1996 by the
following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE
---------- -----
<C> <S>
(i) Principal Executive Officer
* Director, Chairman of the Board and
.......................................... Chief Executive Officer
(GERALD M. LEVIN)
(ii) Principal Financial Officer
* Senior Vice President and Chief Financial Officer
..........................................
(RICHARD J. BRESSLER)
(iii) Principal Accounting Officer
/s/ John A. LaBarca Vice President and Controller
..........................................
(JOHN A. LABARCA)
(iv) Directors
*
.........................................
(MERV ADELSON)
*
.........................................
(J. CARTER BACOT)
*
.........................................
(LAWRENCE B. BUTTENWIESER)
*
.........................................
(BEVERLY SILLS GREENOUGH)
*
.........................................
(CARLA A. HILLS)
*
.........................................
(DAVID T. KEARNS)
*
.........................................
(REUBEN MARK)
</TABLE>
II-5
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE
---------- -----
<S> <C>
*
.........................................
(MICHAEL A. MILES)
*
.........................................
(J. RICHARD MUNRO)
*
.........................................
(RICHARD D. PARSONS)
*
.........................................
(DONALD S. PERKINS)
*
.........................................
(RAYMOND S. TROUBH)
*
.........................................
(R. E. TURNER)
*
.........................................
(FRANCIS T. VINCENT, JR.)
</TABLE>
*By: /s/ Peter R. Haje
........................
(ATTORNEY-IN-FACT)
II-6
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT PAGE
- ------- ----------------------- ----
<S> <C> <C>
(1) -- Proposed form of Underwriting Agreement (filed as Exhibit 1 to the Issuer's Registration
Statement on Form S-3 (File No. 33-57812) filed with the Commission on February 3, 1993)*.........
(4.1) -- Indenture dated as of June 15, 1993 between the Issuer and The Chase Manhattan Bank (formerly
known as Chemical Bank), as Trustee (filed as Exhibit 4.1 to the Issuer's Registration Statement
on Form S-3 (File No. 33-57030) filed with the Commission on January 14, 1993)*...................
(4.2) -- Form of Senior Security (filed as Exhibit 4.4 to the Issuer's Registration Statement on Form S-3
(File No. 33-53148) filed with the Commission on October 9, 1992)*................................
(4.3) -- Second Supplemental Indenture dated as of October 10, 1996 among the Issuer, the Guarantor and
The Chase Manhattan Bank, as Trustee (filed as Exhibit 4.1 to the Issuer's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1996).*.............................................
(4.4) -- Form of Third Supplemental Indenture among the Issuer, the Guarantor and The Chase Manhattan
Bank, as Trustee**................................................................................
(5) -- Opinion of Cravath, Swaine & Moore**
(12) -- Statement regarding the computation of the ratio of earnings to fixed charges**..................
(23.1) -- Consent of Ernst & Young LLP, Independent Auditors**.............................................
(23.2) -- Consent of Counsel (included in Exhibit (5)).....................................................
(23.3) -- Consent of Arthur Andersen LLP, Independent Public Accountants**.................................
(23.4) -- Consent of Deloitte & Touche LLP, Independent Auditors**.........................................
(23.5) -- Consent of Price Waterhouse LLP, Independent Accountants**.......................................
(23.6) -- Consent of Price Waterhouse LLP, Independent Accountants**.......................................
(24.1) -- Power of Attorney of the Issuer**................................................................
(24.2) -- Power of Attorney of the Guarantor**.............................................................
(25) -- Statement of Eligibility and Qualification on Form T-1 of The Chase Manhattan Bank with respect
to the Issuer and the Guarantor (bound separately)**..............................................
</TABLE>
- ------------
* Incorporated by reference.
** Filed herewith.
<PAGE>
<PAGE>
EXHIBIT 4.4
[Draft -- 12/2/96]
THIRD SUPPLEMENTAL INDENTURE (this "Third
Supplemental Indenture"), dated as of December , 1996,
among TIME WARNER COMPANIES, INC. (formerly known as Time
Warner Inc.), a Delaware corporation (the "Company"), TIME
WARNER INC. (formerly known as TW Inc.), a Delaware
corporation (the "Guarantor"), and THE CHASE MANHATTAN
BANK (formerly known as Chemical Bank), a New York banking
corporation, as trustee (the "Trustee").
WHEREAS the Company has executed and delivered to the Trustee an
Indenture (the "Indenture"), dated as of January 15, 1993, providing for
the issuance and sale by the Company from time to time of its senior debt
securities (the "Securities"), which term shall include any Securities issued
under the Senior Indenture after the date hereof;
WHEREAS pursuant to an Amended and Restated Agreement and Plan of
Merger, dated as of September 22, 1995, as amended, among the Guarantor, the
Company, Turner Broadcasting System, Inc. ("TBS"), Time Warner Acquisition Corp.
and TW Acquisition Corp., each of the Company and TBS became wholly owned
subsidiaries of the Guarantor;
WHEREAS the Company and Guarantor have executed and delivered to
the Trustee a supplemental Indenture, dated October 10, 1996, among the Company,
the Guarantor and the Trustee providing that the Guarantor will unconditionally
and irrevocably guarantee the full and punctual payment of principal of and
interest on the Securities when due, whether at maturity, by acceleration, by
redemption or otherwise, and all other monetary obligations of the Company under
the Indenture (including obligations of the Trustee) and the Securities,
and the full and punctual performance within applicable grace periods of all
other obligations of the Company under the Indenture and the Securities;
WHEREAS Section 901(5) of the Indenture permits the
Company, when authorized by a resolution of the Board of Directors of the
Company, and the Trustee, at any time and from time to time, to enter into one
or more indentures supplemental to the Indenture, in form satisfactory to
the Trustee, for the purpose of adding to the rights of the Holders of the
Securities;
<PAGE>
<PAGE>
2
WHEREAS the Guarantor desires to extend to the Holders of
Securities certain rights and privileges in connection with the guarantee of the
Securities by the Guarantor;
WHEREAS the Company and the Guarantor have requested that the
Trustee execute and deliver this Third Supplemental Indenture and all
requirements necessary to make this Third Supplemental Indenture a valid
instrument in accordance with its terms and to make the amendments provided for
herein the valid obligation of the Guarantor, and the execution and delivery of
this Third Supplemental Indenture has been duly authorized in all respects.
NOW THEREFORE, the Company, the Guarantor and the Trustee hereby
agree that the following Sections of this Third Supplemental Indenture
supplement the Indenture with respect to Securities issued thereunder:
SECTION 1. Definitions. Capitalized terms
used herein and not defined herein have the meanings
ascribed to such terms in the Indenture.
SECTION 2. Amendment to Defeasance upon Deposit of Funds
or Government Obligations. Section 403 of Article 4 of the Indenture is
hereby supplemented and amended by adding the following sentence after
clause (5) and before the definition of "Discharged" in Section 403 of
Article 4 of the Indenture:
"If the Company, at its option, with respect to a series of
Securities, satisfies the applicable conditions pursuant to either
clause (a) or (b) above, then (x), in the event the Company satisfies
the conditions to clause (a) and elects clause (a) to be applicable,
the Guarantor shall be deemed to have paid and discharged the entire
indebtedness represented by, and obligations under, its guarantee of
the Securities of such series and to have satisfied all the obligations
under this Indenture relating to the Securities of such series and (y)
in either case, the Guarantor shall cease to be under any obligation
to comply with any term, provision or condition set forth in Article
Eight (and any other covenants applicable to such Securities that are
determined pursuant to Section 301 to be subject to this provision),
and clause (5)(ii) of Section 501 (and any other Events of
<PAGE>
<PAGE>
3
Default applicable to such series of Securities that are determined
pursuant to Section 301 to be subject to this provision) shall be
deemed not to be an Event of Default with respect to such series of
Securities at any time thereafter."
SECTION 3. Amendments to the Events of Default and Remedies. (a).
Clause (5) of Section 501 of Article Five of the Indenture is hereby amended by
redesignating clause (5) as clause (5)(i) and by adding thereto at the end
thereof the following:
"; or (ii) default in the performance, or breach, of any covenant
or warranty of the Guarantor in this Indenture (as it may be
supplemented from time to time) in respect of the Securities of such
series (other than a covenant or warranty in respect of the Securities
of such series a default in the performance of which or the breach of
which is elsewhere in this Section specifically dealt with), all of such
covenants and warranties in the Indenture (as so supplemented) which
are not expressly stated to be for the benefit of a particular series of
Securities being deemed in respect of the Securities of all series for
this purpose, and continuance of such default or breach for a period of
90 days after there has been given, by registered or certified mail, to
the Guarantor by the Trustee or to the Guarantor and the Trustee by the
Holders of at least 25% in principal amount of the Outstanding
Securities of such series, a written notice specifying such default or
breach and requiring it to be remedied and stating that such notice is
a "Notice of Default" hereunder; or".
(b) Clause (6) of Section 501 of Article Five of the Indenture is
hereby amended by redesignating clause (6) as clause (6)(i) and by
adding thereto at the end thereof the following:
"; or (ii) the entry of an order for relief against the Guarantor
under Title 11, United States Code (the "Federal Bankruptcy Act") by a
court having jurisdiction in the premises or a decree or order by a
court having jurisdiction in the premises adjudging the Guarantor a
bankrupt or insolvent under any other applicable Federal or State law,
or the entry of a decree or order approving as properly filed a petition
<PAGE>
<PAGE>
4
seeking reorganization, arrangement, adjustment or composition of or in
respect of the Guarantor under the Federal Bankruptcy Act or any other
applicable Federal or State law, or appointing a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of the
Guarantor or of any substantial part of its property, or ordering the
winding up or liquidation of its affairs, and the continuance of any
such decree or order unstayed and in effect for a period of 90
consecutive days; or".
(c) Clause (7) of Section 501 of Article Five of the Indenture is
hereby amended by redesignating clause (7) as clause (7)(i) and by
adding thereto at the end thereof the following:
"; or (ii) the consent by the Guarantor to the institution of
bankruptcy or insolvency proceedings against it, or the filing by it of
a petition or answer or consent seeking reorganization or relief under
the Federal Bankruptcy Act or any other applicable Federal or State law,
or the consent by it to the filing of any such petition or to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator
(or other similar official) of the Guarantor or of any substantial part
of its property, or the making by it of an assignment for the benefit
of creditors, or the admission by it in writing of its inability to
pay its debts generally as they become due, or the taking of
corporate action by the Guarantor in furtherance of any such
action; or".
SECTION 4. Amendments to Article Eight. (a) The introductory
clause and clause (1) of Section 801 of Article Eight of the Indenture is
hereby supplemented and amended to read in its entirety as follows:
"Section 801. Consolidation, Merger, Conveyance or Transfer on
Certain Terms. Neither the Company nor the Guarantor shall consolidate
with or merge into any other corporation or convey or transfer its
properties and assets substantially as an entirety to any Person,
unless:
(1)(a) In the case of the Company, the corporation formed by
such consolidation or into which the Company is merged or the Person
which acquires by conveyance or
<PAGE>
<PAGE>
5
transfer the properties and assets of the Company substantially as an
entirety shall be organized and existing under the laws of the United
States of America or any State or the District of Columbia, and shall
expressly assume, by any indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due
and punctual payment of the principal of (and premium, if any) and
interest on all the Securities and the performance of every covenant of
this Indenture (as supplemented from time to time) on the part of the
Company to be performed or observed; (b) in the case of the Guarantor,
the corporation formed by such consolidation or into which the Guarantor
is merged or the Person which acquires by conveyance or transfer the
properties and assets of the Guarantor substantially as an entirety
shall be organized and existing under the laws of the United States
of America or any State or the District of Columbia, and shall
expressly assume, by any indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee,
the performance of every covenant of this Indenture (as supplemented
from time to time) on the part of the Guarantor to be performed or
observed;".
(b). Section 802 of Article Eight of the Indenture is
supplemented and amended to read in its entirety as follows:
"Section 802. Successor Person Substituted. Upon any
consolidation or merger, or any conveyance or transfer of the properties
and assets of the Company or the Guarantor substantially as an entirety
in accordance with Section 801, the successor Person formed by such
consolidation or into which the Company or the Guarantor is merged or to
which such conveyance or transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company
or the Guarantor, as the case may be, under this Indenture with the
same effect as if such successor had been named as the Company or the
Guarantor herein, as the case may be. In the event of any such
conveyance or transfer, the predecessor as the Company or the
Guarantor, as the case may be, shall be discharged from all
obligations and covenants under this Indenture and the Securities and
may be dissolved, wound up or liquidated at any time thereafter."
<PAGE>
<PAGE>
6
SECTION 5. Supplemental Indentures. Clauses
(1) and (2) of Section 901 of Article Nine of the Indenture are
supplemented and amended to read in their entirety as follows:
"(1) to evidence the succession of another corporation or Person
to the Company or the Guarantor, and the assumption by any such
successor of the respective covenants of the Company or the Guarantor
herein and in the Securities contained; or
(2) to add to the covenants of the Company or the Guarantor, or
to surrender any right or power herein conferred upon the Company or the
Guarantor, for the benefit of the Holders of the Securities of any or
all series (and if such covenants or the surrender of such right or
power are to be for the benefit of less than all series of Securities,
stating that such covenants are expressly being included or such
surrenders are expressly being made solely for the benefit of one or
more specified series); or".
SECTION 6. This Third Supplemental Indenture. This Third
Supplemental Indenture shall be construed as supplemental to the Indenture
and shall form a part of it, and the Indenture is hereby incorporated by
reference herein and each is hereby ratified, approved and confirmed.
SECTION 7. Governing Law. THIS THIRD SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. Counterparts. This Third Supplemental Indenture may be
executed in two or more counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute but one
instrument.
SECTION 9. Headings. The headings of this Third
Supplemental Indenture are for reference only and shall not
limit or otherwise affect the meaning hereof.
<PAGE>
<PAGE>
7
SECTION 10. Trustee Not Responsible for Recitals. The recitals
herein contained are made by the Company and the Guarantor, and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof.
The Trustee shall have no responsibility whatsoever for or in respect of the
validity or sufficiency of this Third Supplemental Indenture.
SECTION 11. Separability. In case any one or more of the
provisions contained in this Third Supplemental Indenture or in the Securities
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provisions of this Third Supplemental Indenture or of the Securities, but
this Third Supplemental Indenture and the Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed by their respective authorized
officers as of the date first written above.
TIME WARNER COMPANIES, INC.,
by
-----------------------------------
Name: Thomas W. McEnerney
Title: Vice President
TIME WARNER INC.,
by
-----------------------------------
Name: Thomas W. McEnerney
Title: Vice President
THE CHASE MANHATTAN BANK, as
Trustee,
by
-----------------------------------
Name: Richard Lorenzen
Title: Senior Trust Officer
<PAGE>
<PAGE>
EXHIBIT 5
[Letterhead of]
CRAVATH, SWAINE & MOORE
December 2, 1996
Time Warner Inc.
Time Warner Companies, Inc.
Ladies and Gentlemen:
We have acted as counsel for Time Warner Companies, Inc., a
Delaware corporation (the "Issuer"), and Time Warner Inc., a Delaware
corporation (the "Guarantor"), in connection with the Registration Statement on
Form S-3 (the "Registration Statement") being filed by the Issuer and the
Guarantor with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
(i) the debt securities of the Issuer (the "Debt Securities") and (ii) the
guarantee of the Debt Securities by the Guarantor (the "Guarantee"). This
Registration Statement also constitutes a Post-Effective Amendment to the
Issuer's Registration Statement No. 33-50237 filed with the Commission on June
5, 1995. The Debt Securities will be issued under an Indenture dated as of
January 15, 1993, as amended by one or more supplements thereto (such Indenture,
as so supplemented being called the "Indenture"), between the Issuer and The
Chase Manhattan Bank (formerly known as Chemical Bank) (the "Trustee"), as
Trustee, filed as Exhibit 4.1 to the Issuer's Registration Statement No.
33-57030 with the Commission on January 14, 1993 and incorporated by reference
in the Registration Statement.
In connection with the foregoing, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for the purposes of this opinion, including (a) the Restated
<PAGE>
<PAGE>
2
Certificate of Incorporation, as amended, of each of the Issuer and the
Guarantor, (b) the By-laws, as amended, of each of the Issuer and the Guarantor,
(c) the Indenture, (d) the Second Supplemental Indenture dated as of October
10, 1996 among the Issuer, the Guarantor and the Trustee (the "Second
Supplemental Indenture"), filed as Exhibit 4.1 to the Issuer's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1996 and incorporated by
reference in the Registration Statement, (e) the form of the Third Supplemental
Indenture among the Issuer, the Guarantor and the Trustee, filed as Exhibit 4.4
to the Registration Statement, (f) the form of the Debt Securities, (g) the
resolutions of the Board of Directors of each of the Issuer and the Guarantor
authorizing the registration of the Debt Securities and the Guarantee, and (h)
certain resolutions adopted by the Board of Directors of each of the Issuer and
the Guarantor.
Based upon the foregoing and subject to the qualifications
hereinafter set forth, we are of opinion that:
1. The Issuer is a corporation validly existing
and in good standing under the laws of the State of
Delaware.
2. The Guarantor is a corporation validly
existing and in good standing under the laws of the
State of Delaware.
3. The Second Supplemental Indenture containing the Guarantee
has been duly authorized, executed, authenticated or countersigned
and delivered in accordance with the provisions of the Indenture
and constitutes legal, valid and binding obligation of the Guarantor,
entitled to the benefits of the Indenture and enforceable against the
the Guarantor in accordance with its terms.
The opinion set forth above in paragraph 3 is qualified to the
extent we have assumed the due execution and delivery of the Indenture and
the Second Supplemental Indenture by the Trustee and by the Issuer and the
Guarantor (pursuant, in the case of the Trustee, to appropriate corporate
authority).
Our opinion set forth above in paragraph 3 is subject to
applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium or other laws affecting creditors' rights generally, from time to
time in effect. The enforceability of the Issuer's and the Guarantor's
obligations is also subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).
We are aware that we are referred to under the heading "Legal
Opinions" in the prospectus forming a part of the Registration Statement, and we
hereby consent to such use of our name therein and the filing of this opinion as
<PAGE>
<PAGE>
3
Exhibit 5 to the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act or the Rules and Regulations of
the Commission promulgated thereunder.
Very truly yours,
/s/ Cravath, Swaine & Moore
Time Warner Inc.
Time Warner Companies, Inc.
75 Rockefeller Plaza
New York, NY 10019
349A
<PAGE>
<PAGE>
EXHIBIT 12
TIME WARNER
RATIO OF EARNINGS TO FIXED CHARGES
(IN MILLIONS, EXCEPT RATIOS)
<TABLE>
<CAPTION>
PRO FORMA (a)
---------------------------------------
NINE MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, 1996 DECEMBER 31, 1995
------------------ ------------------
ISSUER GUARANTOR ISSUER GUARANTOR
------ --------- ------ ---------
<S> <C> <C> <C> <C>
Earnings:
Net income (loss) before
income taxes and
extraordinary items..... $ (134) $ (322) $ (58) $ (100)
Interest expense.......... 650 799 871 1,089
Amortization of
capitalized interest.... 1 14 4 15
Portion of rents
representative of an
interest factor......... 43 66 60 91
Preferred stock dividend
requirements of
majority-owned
subsidiaries............ 54 54 67 67
Adjustment for partially
owned subsidiaries and
50% owned companies..... 594 594 649 649
Undistributed losses of
less than 50% owned
companies............... 24 6 117 104
------ --------- ------ ---------
Total earnings........ $1,232 $ 1,211 $1,710 $ 1,915
------ --------- ------ ---------
------ --------- ------ ---------
Fixed Charges:
Interest expense.......... $ 650 $ 799 $ 871 $ 1,089
Capitalized interest...... 1 17 6 21
Portion of rents
representative of an
interest factor......... 43 66 60 91
Preferred stock dividend
requirements of
majority-owned
subsidiaries............ 54 54 67 67
Adjustment for partially
owned subsidiaries and
50% owned companies..... 446 446 655 655
------ --------- ------ ---------
Total fixed charges... $1,194 $ 1,382 $1,659 $ 1,923
------ --------- ------ ---------
------ --------- ------ ---------
Ratio of earnings to fixed
charges (deficiency in the
coverage of fixed charges by
earnings before fixed
charges).................... 1.0x $ (171) 1.0x $ (8)
------ --------- ------ ---------
------ --------- ------ ---------
<CAPTION>
HISTORICAL (b)
-----------------------------------------------------------
NINE MONTHS
ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
-------------- ------------------------------------------
1996 1995 1995 1994 1993 1992 1991
------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:
Net income (loss) before
income taxes and
extraordinary items.....$ (172) $ (94) $ 2 $ 89 $ 81 $ 320 $ 52
Interest expense.......... 688 663 877 769 698 729 912
Amortization of
capitalized interest.... 1 1 2 2 -- 19 23
Portion of rents
representative of an
interest factor......... 43 39 57 52 54 85 78
Preferred stock dividend
requirements of
majority-owned
subsidiaries............ 54 3 11 -- -- -- --
Adjustment for partially
owned subsidiaries and
50% owned companies..... 594 530 691 665 663 97 73
Undistributed losses of
less than 50% owned
companies............... 24 51 117 82 47 56 56
------ ------ ------ ------ ------ ------ ------
Total earnings........$1,232 $1,193 $1,757 $1,659 $1,543 $1,306 $1,194
------ ------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------ ------
Fixed Charges:
Interest expense..........$ 688 $ 663 $ 877 $ 769 $ 698 $ 729 $ 912
Capitalized interest...... 1 1 4 2 -- 15 17
Portion of rents
representative of an
interest factor......... 43 39 57 52 54 85 78
Preferred stock dividend
requirements of
majority-owned
subsidiaries............ 54 3 11 -- -- -- --
Adjustment for partially
owned subsidiaries and
50% owned companies..... 446 533 697 668 664 81 45
------ ------ ------ ------ ------ ------ ------
Total fixed charges...$1,232 $1,239 $1,646 $1,491 $1,416 $ 910 $1,052
------ ------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------ ------
Ratio of earnings to fixed
charges (deficiency in the
coverage of fixed charges by
earnings before fixed
charges).................... 1.0x $ (46) 1.1x 1.1x 1.1x 1.4x 1.1x
------ ------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------ ------
</TABLE>
- ------------
(a) The pro forma ratio of earnings to fixed charges (or coverage deficiencies)
for each of the Issuer and the Guarantor for the nine months ended
September 30, 1996 and the year ended December 31, 1995 give effect to (i)
the Issuer Transactions, as defined elsewhere herein, (ii) certain other
transactions as defined and described in the pro forma consolidated
condensed financial statements contained in the Guarantor's Current Report
on Form 8-K dated November 14, 1996, including certain asset sales and debt
refinancings and (iii) with respect to the Guarantor only, the TBS
Transaction, as if such transactions had occurred at the beginning of 1995.
(b) In connection with the TBS Transaction that occurred on October 10, 1996,
the Guarantor, formerly a wholly owned subsidiary of the Issuer, acquired
each outstanding share of capital stock of the Issuer (other than shares
held directly or indirectly by the Issuer) and became the parent of the
Issuer. Accordingly, the historical ratios of earnings to fixed charges (or
coverage deficiencies) of the Issuer and the Guarantor are the same for all
periods prior to such date because the Issuer is treated for financial
reporting purposes as the predecessor of the Guarantor.
<PAGE>
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the references to our firm under the caption 'Experts' in the
Registration Statement on Form S-3 and related prospectus of Time Warner Inc.
('New Time Warner') and Time Warner Companies, Inc. ('Old Time Warner') for the
registration of $550,581,500 of Old Time Warner Debt Securities unconditionally
guaranteed by New Time Warner, 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 Old 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 Old Time Warner's Annual Report on Form 10-K
for the year ended December 31, 1995, as amended by Old Time Warner's
Form 10-K/A, dated June 27, 1996, 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, from
New Time Warner's Current Report on Form 8-K dated November 14, 1996, filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
New York, New York
November 25, 1996
<PAGE>
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports and to all references to our Firm included in or made a part of this
Registration Statement on Form S-3 for the registration under the Securities Act
of 1933, as amended, of Debt Securities of Time Warner Companies, Inc.
unconditionally guaranteed by Time Warner Inc.
ARTHUR ANDERSEN LLP
Stamford, Connecticut
November 26, 1996
<PAGE>
<PAGE>
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of Time Warner Inc. and Time Warner Companies, Inc. for the
registration of Debt Securities of Time Warner Companies, Inc., unconditionally
guaranteed by Time Warner Inc., 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 November 14, 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
November 26, 1996
<PAGE>
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Time Warner Inc. and Time Warner Companies, Inc.
related to the registration of Debt Securities of Time Warner Companies, Inc.
unconditionally guaranteed by 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 'Experts' in such
Registration Statement.
PRICE WATERHOUSE LLP
Denver, Colorado
November 26, 1996
<PAGE>
<PAGE>
EXHIBIT 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Time Warner Inc.
and Time Warner Companies, Inc. of our report dated February 5, 1996, which
appears on page 53 of Turner Broadcasting System, Inc.'s 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 Prospectus. We also consent to the
incorporation by reference of our report on the Financial Statement Schedule,
which appears on page 43 of such Annual Report on Form 10-K. We also consent to
the reference to us under the heading 'Experts' in such Prospectus.
PRICE WATERHOUSE LLP
Atlanta, Georgia
November 26, 1996
<PAGE>
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of TIME WARNER COMPANIES, INC., a Delaware corporation (the
'Corporation'), hereby constitutes and appoints RICHARD J. BRESSLER, PETER R.
HAJE, 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, (a) to sign one or more
post-effective amendments to the Corporation's existing 'shelf' registration
statement (File No. 33-50237) and (b) to sign an additional Registration
Statement on Form S-3 or other appropriate form and any and all amendments
to such Registration Statement (including post-effective amendments), to be
filed with the Securities and Exchange Commission in connection with the
'shelf' registration pursuant to Rule 415 under the provisions of the Securities
Act of 1933, as amended, of up to $450 million aggregate initial price to the
public of one or more of the following (i) debt securities, (ii) rights or
warrants to acquire any such debt securities and (iii) other securities of
the Corporation, in any combination thereof, with power where appropriate to
affix thereto the corporate seal of the Corporation and to attest said seal,
and to file such Registration Statement, including a form of prospectus,
and any and all amendments and post-effective amendments to such Registration
Statement, with all exhibits thereto, and any and all 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.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her
name as of the 26th day of November, 1996.
<TABLE>
<C> <S> <C>
(i) Principal Executive Officer:
/s/ Gerald M. Levin
...................................................
Gerald M. Levin,
Chairman of the Board
and Chief Executive Officer
(ii) Principal Financial Officer:
/s/ Richard J. Bressler
...................................................
Richard J. Bressler,
Director, Senior Vice President
and Chief Financial Officer
(iii) Principal Accounting Officer:
/s/ John A. LaBarca
...................................................
John A. LaBarca,
Vice President and Controller
(iv) Directors:
/s/ Peter R. Haje
...................................................
Peter R. Haje,
Director
/s/ Richard D. Parsons
...................................................
Richard D. Parsons,
Director
</TABLE>
2
<PAGE>
<PAGE>
EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of TIME WARNER INC., a Delaware corporation (the 'Corporation'),
hereby constitutes and appoints RICHARD J. BRESSLER, PETER R. HAJE, 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 Registration Statements on Form
S-3 or other appropriate form and any and all amendments to such Registration
Statements (including post-effective amendments), to be filed with the
Securities and Exchange Commission in connection with the 'shelf' registration
pursuant to Rule 415 under the provisions of the Securities Act of 1933, as
amended, of (a) up to $2 billion aggregate initial price to the public of one or
more of the following (i) debt securities, (ii) the shares of Common Stock, par
value $1.00 per share ('Common Stock'), of the Corporation into which such debt
securities may be convertible, (iii) rights or warrants to acquire any such debt
or Common Stock and (iv) other securities of the Corporation, in any combination
thereof, and (b) guarantees of up to $1 billion aggregate initial price to the
public of debt securities of Time Warner Companies, Inc., with power where
appropriate to affix thereto the corporate seal of the Corporation and to attest
said seal, and to file such Registration Statements, including in each case a
form of prospectus, and any and all amendments and post-effective amendments to
such Registration Statements, with all exhibits thereto, and any and all
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.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her
name as of the 21st day of November, 1996.
<TABLE>
<C> <S> <C>
(i) Principal Executive Officer:
/s/ Gerald M. Levin
...................................................
Gerald M. Levin,
Director, Chairman of the Board
and Chief Executive Officer
(ii) Principal Financial Officer:
/s/ Richard J. Bressler
...................................................
Richard J. Bressler,
Senior Vice President and
Chief Financial Officer
(iii) Principal Accounting Officer:
/s/ John A. LaBarca
...................................................
John A. LaBarca,
Vice President and Controller
(iv) Directors:
/s/ Merv Adelson /s/ Lawrence B. Buttenwieser
................................................... ...................................................
Merv Adelson, Lawrence B. Buttenwieser,
Director Director
/s/ J. Carter Bacot /s/ Beverly Sills Greenough
................................................... ...................................................
J. Carter Bacot, Beverly Sills Greenough,
Director Director
</TABLE>
2
<PAGE>
<PAGE>
<TABLE>
<C> <S> <C>
/s/ Carla A. Hills /s/ Richard D. Parsons
................................................... ...................................................
Carla A. Hills, Richard D. Parsons,
Director Director and President
/s/ David T. Kearns /s/ Donald S. Perkins
................................................... ...................................................
David T. Kearns, Donald S. Perkins,
Director Director
/s/ Reuben Mark /s/ Raymond S. Troubh
................................................... ...................................................
Reuben Mark, Raymond S. Troubh,
Director Director
/s/ Michael A. Miles /s/ R.E. Turner
................................................... ...................................................
Michael A. Miles, R.E. Turner,
Director Director
/s/ J. Richard Munro /s/ Francis T. Vincent, Jr.
................................................... ...................................................
J. Richard Munro, Francis T. Vincent, Jr.,
Director Director
</TABLE>
3
<PAGE>
<PAGE>
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)____________
------------------------
THE CHASE MANHATTAN BANK
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
NEW YORK 13-4994650
(STATE OF INCORPORATION (I.R.S. EMPLOYER IDENTIFICATION NO.)
IF NOT A NATIONAL BANK)
270 PARK AVENUE 10017
NEW YORK, NEW YORK (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
------------------------
WILLIAM H. MCDAVID
GENERAL COUNSEL
270 PARK AVENUE
NEW YORK, NEW YORK 10017
TEL: (212) 270-2611
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
------------------------
TIME WARNER COMPANIES, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
DELAWARE 13-1388520
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
75 ROCKEFELLER PLAZA 10019
NEW YORK, NEW YORK (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
------------------------
TIME WARNER INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
DELAWARE 13-3527249
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
75 ROCKEFELLER PLAZA 10019
NEW YORK, NEW YORK (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
------------------------
DEBT SECURITIES AND GUARANTEES OF DEBT SECURITIES
(TITLE OF THE INDENTURE SECURITIES)
________________________________________________________________________________
<PAGE>
<PAGE>
GENERAL
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551.
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
2
<PAGE>
<PAGE>
ITEM 16. LIST OF EXHIBITS
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
(On July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving corporation,
was renamed The Chase Manhattan Bank).
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 22nd day of November, 1996.
THE CHASE MANHATTAN BANK
By /S/ R. LORENZEN
...................................
R. LORENZEN
SENIOR TRUST OFFICER
3
<PAGE>
<PAGE>
EXHIBIT 7 TO FORM T-1
BANK CALL NOTICE
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
THE CHASE MANHATTAN BANK
OF 270 PARK AVENUE, NEW YORK, NEW YORK 10017
AND FOREIGN AND DOMESTIC SUBSIDIARIES,
A MEMBER OF THE FEDERAL RESERVE SYSTEM,
AT THE CLOSE OF BUSINESS SEPTEMBER 30, 1996, IN
ACCORDANCE WITH A CALL MADE BY THE FEDERAL RESERVE BANK OF THIS
DISTRICT PURSUANT TO THE PROVISIONS OF THE FEDERAL RESERVE ACT.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
IN MILLIONS
--------------
<S> <C> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin........................................ $ 11,095
Interest-bearing balances................................................................. 4,998
Securities:
Held to maturity securities............................................................... 3,231
Available for sale securities............................................................. 38,078
Federal funds sold and securities purchased under agreements to resell in domestic offices of
the bank and of its Edge and Agreement subsidiaries, and in IBF's:
Federal funds sold........................................................................ 8,018
Securities purchased under agreements to resell........................................... 731
Loans and lease financing receivables:
Loans and leases, net of unearned income....................................... $130,513
Less: Allowance for loan and lease losses...................................... 2,938
Less: Allocated transfer risk reserve.......................................... 27
--------
Loans and leases, net of unearned income, allowance, and reserve.......................... 127,548
Trading assets................................................................................. 48,576
Premises and fixed assets (including capitalized leases)....................................... 2,850
Other real estate owned........................................................................ 300
Investments in unconsolidated subsidiaries and associated companies............................ 92
Customer's liability to this bank on acceptances outstanding................................... 2,777
Intangible assets.............................................................................. 1,361
Other assets................................................................................... 12,204
--------------
Total assets......................................................................... $261,859
--------------
--------------
</TABLE>
4
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
IN MILLIONS
--------------
<S> <C> <C>
LIABILITIES
Deposits
In domestic offices....................................................................... $ 80,163
Noninterest-bearing............................................................ $ 30,596
Interest-bearing............................................................... 49,567
--------
In foreign offices, Edge and Agreement subsidiaries, and IBF's............................ 65,173
Noninterest-bearing............................................................ $ 3,616
Interest-bearing............................................................... 61,557
Federal funds purchased and securities sold under agreements to repurchase in domestic offices
of the bank and of its Edge and Agreement subsidiaries, and in IBF's:
Federal funds purchased................................................................... 14,594
Securities sold under agreements to repurchase............................................ 14,110
Demand notes issued to the U.S. Treasury....................................................... 2,200
Trading liabilities............................................................................ 30,136
Other borrowed money:
With a remaining maturity of one year or less............................................. 16,895
With a remaining maturity of more than one year........................................... 449
Mortgage indebtedness and obligations under capitalized leases................................. 49
Bank's liability on acceptances executed and outstanding....................................... 2,764
Subordinated notes and debentures.............................................................. 5,471
Other liabilities.............................................................................. 13,997
Total liabilities....................................................................... 246,001
--------------
Limited-life preferred stock and related surplus............................................... 550
EQUITY CAPITAL
Common stock................................................................................... 1,209
Surplus........................................................................................ 10,176
Undivided profits and capital reserves......................................................... 4,385
Net unrealized holding gains (losses) on available-for-sale securities......................... (481)
Cumulative foreign currency translation adjustments............................................ 19
Total equity capital.................................................................... 15,308
--------------
Total liabilities, limited-life preferred stock and equity capital................... $261,859
--------------
--------------
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do
hereby declare that this Report of Condition has been prepared in conformance
with the instructions issued by the appropriate Federal regulatory authority and
is true to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY
EDWARD D. MILLER } DIRECTORS
THOMAS G. LABRECQUE
5
