<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 10, 1997
REGISTRATION NO. 333-39623
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TIME WARNER COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 13-1388520
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NO.)
ORGANIZATION)
</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 COMPANIES, 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. JOHN C. MAGUIRE
CRAVATH, SWAINE & MOORE BROWN & WOOD LLP
WORLDWIDE PLAZA ONE WORLD TRADE CENTER
825 EIGHTH AVENUE, NEW YORK, N.Y. 10019-7415 NEW YORK, N.Y. 10048
(212) 474-1270 (212) 839-5300
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective and all other
conditions to the solicitation of consents from holders of the publicly traded
indebtedness of Turner Broadcasting System, Inc. have been satisfied or waived.
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 this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE> 2
PROSPECTUS
$750,000,000
TIME WARNER COMPANIES, INC.
GUARANTEES
Subject to the satisfaction or waiver of certain conditions described
below, Time Warner Companies, Inc. ("TWC"), a wholly owned subsidiary of Time
Warner Inc. ("TWI"), hereby offers (the "Offering") its senior, unsecured TWC
Guarantee (as defined herein) to Record Holders (as defined herein) of the
following series of senior, unsecured debt securities issued by Turner
Broadcasting System, Inc. ("TBS"), a wholly owned subsidiary of TWI:
$250,000,000 7.40% Senior Notes due February 1, 2004
Cusip No. 900262AU0
$300,000,000 8 3/8% Senior Notes due July 1, 2013
Cusip No. 900262AR7
$200,000,000 8.40% Senior Debentures due February 1, 2024
Cusip No. 900262AV8
The foregoing debt securities are referred to collectively as the
"Securities", and each series thereof is referred to as a "Series of
Securities".
The TWC Guarantee is offered in conjunction with the solicitations (the
"Solicitations") of consents (the "Consents") made by TWC and TBS to the Record
Holders of the Securities pursuant to the Consent Solicitation Statement (the
"Statement") and the Consent Letter (the "Consent Letter") delivered with this
Prospectus. The conditions to the Offering include the due execution and
delivery by all parties thereto of a Second Supplemental Indenture with respect
to the Securities (the "Supplemental Indenture") containing, among other things,
the Proposed Amendments (as defined herein) with respect to which Consents are
sought by TWC and TBS in the Solicitations and the occurrence of the Effective
Time (as defined herein). See "Description of the TWC Guarantee -- Conditions to
the Effectiveness of the TWC Guarantee".
The TWC Guarantee will be embodied in the Supplemental Indenture. It is
intended that the Supplemental Indenture will be executed on or shortly after
the receipt of the Requisite Consents (as defined herein) with respect to the
Securities. The Supplemental Indenture containing the Proposed Amendments and
the TWC Guarantee will not become effective until the Effective Time.
TWC will not receive any cash proceeds in connection with the Offering. The
Offering is made solely by TWC and not by TBS or TWI, and this Registration
Statement has been prepared and filed by TWC.
------------------------
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 date of this Prospectus is November 12, 1997.
<PAGE> 3
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY TWC, TBS, TWI OR BY ANY AGENT, UNDERWRITER OR
DEALER. NEITHER THE DELIVERY OF THIS PROSPECTUS, NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF TWC, TBS OR TWI SINCE THE DATES AS OF WHICH INFORMATION
IS GIVEN IN THIS PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITY.
------------------------
AVAILABLE INFORMATION
TWC is not required to file periodic reports and other information under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Instead,
information with respect to TWC is provided, to the extent required by the
Securities and Exchange Commission (the "Commission"), in the required filings
made by TWI. TWI is subject to the informational requirements of the Exchange
Act and, in accordance therewith, files reports, proxy statements and other
information with the Commission. Reports, proxy statements and other information
filed by TWI 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, on which one or more of TWI's securities are listed.
This Prospectus constitutes a part of a Registration Statement filed by TWC
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 TWC, TBS, TWI and the TWC
Guarantee. 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 TWI (File No.
001-12259) are incorporated by reference in this Prospectus:
(a) TWI's Annual Report on Form 10-K for the year ended December 31,
1996, as amended by Forms 10K/A dated March 27, 1997 and June 26, 1997 (as
amended, "TWI's 1996 Form 10-K");
(b) TWI's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1997, June 30, 1997 and September 30, 1997; and
(c) TWI's Current Reports on Form 8-K dated March 21, 1997, October
15, 1997 and October 27, 1997.
All documents and reports subsequently filed by TWI 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 shall be deemed to be incorporated
herein by reference and to be a part hereof from the date of filing of such
documents.
2
<PAGE> 4
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 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.
TWC will furnish without charge to each person, including any beneficial
owner, to whom this Prospectus is 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
Together with its consolidated subsidiaries, including TWC and TBS, and
unconsolidated subsidiaries, TWI, the world's leading media and entertainment
company, has interests in four fundamental areas of business: Entertainment,
consisting principally of interests in filmed entertainment, television
production, television broadcasting, theme parks, recorded music and music
publishing; Cable Networks, consisting principally of interests in cable
television programming and sports franchises; 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
TWC, TBS and TWI is a holding company that derives its operating income and cash
flow from its subsidiaries and investments. The assets of TWI consist primarily
of its investments in TWC and TBS, and the assets of TWC consist primarily of
its investments in its consolidated and unconsolidated subsidiaries, including
Time Warner Entertainment Company, L.P. ("TWE"). The ability of TWC to service
its respective indebtedness and other liabilities, including the TWC Guarantee,
is dependent primarily upon the earnings and cash flow of its consolidated and
unconsolidated subsidiaries and the distribution or other payment of such
earnings and cash flow to TWC. See "Holding Company Structure".
TWI became the parent of TWC and TBS on October 10, 1996 upon the merger of
TWC and TBS with separate subsidiaries of TWI (the "TBS Transaction"), as more
fully described below. In connection therewith, TWI changed its name to Time
Warner Inc. from TW Inc. and TWC 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 business of Warner Bros., Home Box Office and the cable
television businesses owned and operated by TWC prior to such date. TWC 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 and junior priority 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. TWC does not consolidate TWE and
certain related companies (the "Entertainment Group") for financial reporting
purposes.
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, among TWC, TWI, TBS and
certain of their wholly owned subsidiaries, among other things: (a) each of TWC
and TBS became a wholly owned subsidiary of TWI through a merger with a
subsidiary of TWI, (b) each outstanding share of common stock of TWC, other than
shares held directly or indirectly by TWC, was converted into one share of
common stock of TWI, (c) each outstanding share of preferred stock of TWC was
converted into one share of a substantially identical series of preferred stock
of TWI, (d) each outstanding share of common stock of TBS, other than shares
held directly or indirectly by TWC or TWI or in the treasury of TBS, was
converted into the right to receive 0.75 shares of
3
<PAGE> 5
common stock of TWI and (e) each outstanding share of preferred stock of TBS,
other than shares held directly or indirectly by TWC or TWI, was converted into
the right to receive 4.8 shares of common stock of TWI. Additional information
on the TBS Transaction is set forth in Note 2 to TWI's consolidated financial
statements included in TWI's 1996 Form 10-K, which is incorporated by reference
herein.
Immediately following the TBS Transaction, TWI, as primary obligor and not
merely as surety, irrevocably and unconditionally guaranteed (the "Downstream
Guarantee") (a) the full and punctual payment of principal of and interest on
all outstanding, publicly traded indebtedness (the "Outstanding Securities") of
each of TWC and TBS when due, whether at maturity, by acceleration, by
redemption or otherwise, and all other monetary obligations of TWC and TBS under
the Outstanding Securities of TWC and TBS and the indentures relating to the
Outstanding Securities (including the obligations to the respective trustees)
and (b) the full and punctual performance within applicable grace periods of all
other obligations of TWC and TBS under the Outstanding Securities and the
respective indentures. The Downstream Guarantee constitutes a guarantee of
payment, performance and compliance and not merely of collection. The obligation
of TWI to make any payment pursuant to the Downstream Guarantee may be satisfied
by causing the respective issuer to make such payment. Further, TWI 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 Downstream Guarantee. In the case of TBS, the
Outstanding Securities consist of the Securities.
The principal executive offices of TWI and TWC are located at 75
Rockefeller Plaza, New York, New York 10019.
RATIO OF EARNINGS TO FIXED CHARGES
The historical and pro forma ratios of earnings to fixed charges for TWC
are set forth below for the periods indicated. The ratios of earnings to fixed
charges 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 of TWC for 1996 reflects
(a) the use of approximately $1.55 billion of net proceeds from the issuance of
1.6 million shares of Series M exchangeable preferred stock, having an aggregate
liquidation preference of $1.6 billion to reduce outstanding indebtedness (the
"Preferred Stock Refinancing") and (b) the acquisition of TWI Cable Inc.,
formerly known as Cablevision Industries Corporation ("TWI Cable"), and related
companies, including the assumption or incurrence of approximately $2 billion of
indebtedness.
The historical ratio of earnings to fixed charges for 1995 reflects (a) the
acquisition of KBLCOM Incorporated and Summit Communications Group, Inc.,
including the assumption or incurrence of approximately $1.3 billion of
indebtedness and (b) the exchange by Toshiba Corporation and ITOCHU Corporation
of their direct and indirect interests in TWE.
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 ratio of earnings to fixed charges for TWC for the six months
ended June 30, 1997 and the year ended December 31, 1996, give effect to (i) the
agreed-upon transfer by a wholly owned subsidiary of TWC of cable television
systems serving an aggregate of approximately 667,000 subscribers to the Time
Warner Entertainment-Advance/Newhouse Partnership, ("TWE-A/N"), a partnership
currently owned 66.7% by TWE and 33.3% by the Advance/Newhouse Partnership,
subject to approximately $1 billion of debt, in exchange for common and
preferred partnership interests therein, as well as certain related transactions
(the "TWE-A/N Transfers"), pursuant to an agreement entered into by such
subsidiary on October 27, 1997 with TWE-/A/N and each of its partners and (ii)
with respect to 1996 only, the Preferred Stock Refinancing
4
<PAGE> 6
and certain other debt refinancings as if such transactions had occurred at the
beginning of such periods. The pro forma information presented below should be
read in conjunction with the pro forma consolidated condensed financial
statements contained in TWI's Current Report on Form 8-K dated October 27, 1997
and incorporated herein by reference. Such pro forma amounts are presented for
informational purposes only and are not necessarily indicative of the actual
ratio 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>
SIX MONTHS ENDED JUNE 30, YEARS ENDED DECEMBER 31,
---------------------------- ----------------------------------------------------------
PRO PRO HISTORICAL
FORMA FORMA ------------------------------------------------
1997 1997 1996 1996 1996 1995 1994 1993 1992
-------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TWC................ 1.6x 1.6x 1.0x 1.2x 1.1x 1.1x 1.1x 1.1x 1.4x
</TABLE>
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 TWC and its majority-owned
subsidiaries, (iii) TWC's proportionate share of the items included in (ii)
above for its 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 TWC's less than 50%-owned companies. Fixed charges
consist of (i) interest expense, including interest capitalized and the portion
of rents representative of an interest factor for TWC and its respective
majority-owned subsidiaries, (ii) TWC's proportionate share of such items for
its 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 of TWC for
the six months ended June 30, 1997 and 1996 and the years ended December 31,
1996, 1995 and 1994 include noncash interest expense of $49 million, $46
million, $91 million, $176 million and $219 million, respectively, principally
relating to TWC's Liquid Yield Option Notes due 2012 and 2013 and, in 1995 and
1994 only, TWC's Redeemable Reset Notes due 2002.
USE OF PROCEEDS
TWC will not receive any cash proceeds from the Offering.
DESCRIPTION OF THE TWC GUARANTEE
GENERAL
The TWC Guarantee will be embodied in the Supplemental Indenture to the
Indenture dated as of May 15, 1993, between TBS and The Chase Manhattan Bank
(the "Trustee"), as successor Trustee, as supplemented by the First Supplemental
Indenture, dated as of October 10, 1996, among TBS, TWI and the Trustee (such
Indenture, as supplemented from time to time being called the "Indenture"). The
TWC Guarantee is offered in uncertificated form, subject to the satisfaction or
waiver of certain conditions described below. See "-- Conditions to the
Effectiveness of the TWC Guarantee".
TWC, as primary obligor and not merely as surety, will irrevocably and
unconditionally guarantee (the "TWC Guarantee"), to each Record Holder of
Securities, and to the Trustee and its successors and assigns, (i) 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 TBS under the Indenture (including obligations to the
Trustee) and the Securities and (ii) the full and punctual performance, within
applicable grace periods, of all other obligations of TBS under the Indenture
and the Securities. The TWC Guarantee constitutes a guarantee of payment,
performance and compliance and not merely of collection. The obligation of TWC
to make any payments may be satisfied by causing TBS to make such payments.
Further, TWC agrees to pay any and all costs and expenses (including reasonable
attorneys' fees) incurred by the Trustee or any Record Holder of Securities in
enforcing any of their respective rights under the TWC Guarantee.
5
<PAGE> 7
It will not be necessary for new certificates evidencing the Securities to
be issued to reflect the benefit of the TWC Guarantee and no separate
certificates will be issued to evidence the TWC Guarantee.
CONDITIONS TO THE EFFECTIVENESS OF THE TWC GUARANTEE
The TWC Guarantee will not become effective unless and until the Effective
Time has occurred. The "Effective Time" is the earliest date that (i) TBS and
TWC have received the Requisite Consents (as defined herein) with respect to the
Securities and (ii) the Supplemental Indenture has been duly executed and
delivered by all parties thereto.
HOLDING COMPANY STRUCTURE
Each of TWC and TWI is a holding company, the assets of which consist
primarily of investments in its consolidated and unconsolidated subsidiaries.
The assets of TWI consist primarily of its investment in TWC and TBS, and the
assets of TWC consist primarily of its investments in its consolidated and
unconsolidated subsidiaries, including TWE. A substantial portion of the
consolidated liabilities of TWC and TWI have been incurred by subsidiaries. TWE,
which is not consolidated with either TWC or TWI for financial reporting
purposes, also has substantial indebtedness and other liabilities. TWC's rights
and the rights of its creditors, including Record Holders of Securities, to
participate in the distribution of assets of any person in which TWC 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 TWC may be a
creditor with recognized claims against such person (in which case the claims of
TWC 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 TWC). Accordingly, the Record Holders of the Securities may be deemed to
be effectively subordinated to such claims.
TWC's ability to service its indebtedness and other obligations, including
the TWC Guarantee, is dependent primarily upon the earnings and cash flow of its
consolidated and unconsolidated subsidiaries and the distribution or other
payment of such earnings and cash flow to TWC. The TWE Agreement of Limited
Partnership and the bank credit facilities and outstanding indebtedness of TWI
Cable (a subsidiary of TWC) limit distributions and other transfers of funds to
TWC. Generally, distributions by TWE, other than tax distributions, are subject
to restricted payments limitations and availability under certain financial
ratios applicable to TWE, and distributions by TWI Cable, other than tax
distributions, are subject to restricted payments and affiliated transactions
limitations and availability under certain financial ratios applicable to TWI
Cable.
6
<PAGE> 8
DESCRIPTION OF THE PROPOSED TRANSACTIONS
The Offering together with the Solicitations of the Consents are part of a
plan to integrate TBS into TWI's operating structure and to simplify the credit
structure of TWI, TWC and TBS such that the financial risks associated with
investing in the indebtedness of any one of the three companies are
substantially equivalent to investing in the indebtedness of any of the other
companies. As a result of the TBS Transaction, (i) each of TWC and TBS became
wholly owned subsidiaries of TWI and (ii) TWI provided the Downstream Guarantee.
TWC and TBS propose to supplement the Downstream Guarantee by (i) fully and
unconditionally guaranteeing the public debt securities issued by each other and
(ii) fully and unconditionally guaranteeing (the "Upstream Guarantee") any
public debt securities of TWI that are issued in the future (as of the date of
this Prospectus, TWI does not have any outstanding, publicly traded debt
securities). The terms and conditions of the guarantee by TBS of TWC's existing
and future public debt securities (the "TBS Guarantee" and together with the
TWC Guarantee, the "Cross Guarantee") and the Upstream Guarantee will be
substantially the same as those of the TWC Guarantee and the Downstream
Guarantee. When established, the Downstream Guarantee, Upstream Guarantee and
Cross Guarantee (collectively, the "Proposed Transactions") will effectively
create reciprocal guarantees among each of TWI, TWC and TBS.
[FLOW CHART OF GUARANTEES]
In connection with the Proposed Transactions and subject to the occurrence
of the Effective Time, (x) TWC is hereby conducting the Offering and (y)
pursuant to the Statement delivered herewith, TBS is proposing (i) to amend
certain covenants and add certain events of default pertaining to each Series of
Securities as described in the Statement, (ii) to supplement the Downstream
Guarantee with the TWC Guarantee and (iii) to pay, promptly after the Expiration
Date (as defined herein), a consent fee to each consenting Holder. See
"Description of the TWC Guarantee -- Conditions to the Effectiveness of the TWC
Guarantee".
DESCRIPTION OF THE SOLICITATIONS
TWC and TBS are soliciting Consents, upon the terms and subject to the
conditions set forth in the Statement and the accompanying Consent Letter, to
proposed amendments (the "Proposed Amendments") to the Indenture. The Proposed
Amendments will (i) amend certain Indenture provisions to provide covenants and
events of default which are substantially similar to those contained in the
Indenture dated as of January 15, 1993, as supplemented from time to time, among
TWC, TWI and The Chase Manhattan Bank (formerly known as Chemical Bank), as
Trustee, and (ii) to supplement the Downstream Guarantee with the TWC Guarantee.
See "Description of the Proposed Transactions". Pursuant to the terms of the
Indenture, receipt by TBS of validly delivered and unrevoked Consents from
Record Holders of a majority of the
7
<PAGE> 9
principal amount of all Series of Securities, voting together as one class, is
required to approve the Proposed Amendments to the Indenture (the "Requisite
Consents").
The Proposed Amendments and the TWC Guarantee will be embodied in a
Supplemental Indenture to be executed by TBS, TWC, TWI and the Trustee. The
Supplemental Indenture containing the TWC Guarantee and the Proposed Amendments
will only become effective upon the Effective Time. Each of the Solicitations
will expire at 5:00 p.m., New York City time, on the Expiration Date set forth
in the Statement (the "Expiration Date"), unless extended.
It is intended that the Supplemental Indenture will be executed on or
shortly after the time that the Requisite Consents have been obtained and will
become effective once executed by all parties.
Only registered holders of each Series of Securities at the close of
business on the record date set forth in the Statement for determining the
holders of each Series of Securities entitled to consent to the Proposed
Amendments or their duly designated proxies, including participants who hold
Securities through The Depository Trust Company (as to each such Series of
Securities, the "Record Holders"), may consent to the Proposed Amendments
relating to such Series of Securities.
This Prospectus does not constitute part of the Solicitations, which are
constituted by, and fully described in, the Statement, the Consent Letter and
the other documents relating to the Solicitations that have been delivered by
TBS to the Record Holders. This Prospectus relates solely to the Offering,
subject to the occurrence of the Effective Time, of the TWC Guarantee to the
Record Holders of the Securities.
PLAN OF DISTRIBUTION
The Offering is being conducted directly by TWC in connection with the
Solicitations, subject to the occurrence of the Effective Time.
LEGAL OPINIONS
The legality of the TWC Guarantee will be passed upon for TWC by Cravath,
Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New York.
EXPERTS
The consolidated financial statements and schedules of TWI and TWE
appearing in TWI's 1996 Form 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 TWI's Current Report on Form 8-K dated March 21, 1997, 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.
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 TWI's
Current Report on Form 8-K dated March 21, 1997, 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.
8
<PAGE> 10
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 TWI's 1996 Form 10-K, 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 from TWI's Current Report on Form 8-K dated March
21, 1997, 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.
9
<PAGE> 11
======================================================
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
CONTAINED IN THE PROSPECTUS AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY TWC, TBS OR
TWI. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF TWC, TBS OR TWI SINCE THE DATES AS OF WHICH INFORMATION IS GIVEN
IN THIS PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION
BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR
IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO
OR ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Information Incorporated by
Reference........................... 2
The Company........................... 3
Ratio of Earnings to Fixed Charges.... 4
Use of Proceeds....................... 5
Description of the TWC Guarantee...... 5
Holding Company Structure............. 6
Description of the Proposed
Transactions........................ 7
Description of the Solicitations...... 7
Plan of Distribution.................. 8
Legal Opinions........................ 8
Experts............................... 8
</TABLE>
======================================================
======================================================
$750,000,000
TIME WARNER
COMPANIES, INC.
GUARANTEES
------------------------
PROSPECTUS
------------------------
NOVEMBER 12 , 1997
======================================================
<PAGE> 12
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 to be
borne by the registrant in connection with the offering of the TWC Guarantee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee...................... $ 227,274
Printing and engraving expenses.......................................... 40,000*
Accounting fees and expenses............................................. 50,000*
Legal fees and expenses.................................................. 75,000*
Miscellaneous expenses................................................... 7,726*
--------
Total expenses................................................. $400,000*
========
</TABLE>
- ---------------
* Estimate.
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.
TWC's By-Laws require indemnification to the fullest extent permitted under
Delaware law of any person who is or was a director or officer of TWC 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 TWC or any predecessor of TWC or was serving at the request of TWC
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 TWC, 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 TWC'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, TWC's By-laws and Section 1, Article X of TWC's
Certificate of Incorporation.
The Directors' and Officers' Liability and Reimbursement Insurance Policy
of TWI is designed to reimburse TWC for any payments made by it pursuant to the
foregoing indemnification. The policy has coverage of $50,000,000.
II-1
<PAGE> 13
ITEM 16. EXHIBITS
<TABLE>
<S> <C> <C>
(4) -- Form of Second Supplemental Indenture, among TBS, TWC, TWI and The Chase Manhattan
Bank, as successor 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 Cravath, Swaine & Moore (included in Exhibit (5)).
(23.3) -- Consent of Arthur Andersen LLP, Independent Public Accountants.*
(23.4) -- Consent of Price Waterhouse LLP, Independent Accountants.*
(23.5) -- Consent of Price Waterhouse LLP, Independent Accountants.*
(24) -- Power of Attorney of TWC.***
</TABLE>
- ---------------
* Filed herewith.
** To be filed by amendment.
*** Previously filed.
ITEM 17. UNDERTAKINGS
A. Undertakings Pursuant to Rule 415
The undersigned registrant hereby undertakes:
(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
(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 registrant
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.
II-2
<PAGE> 14
B. Undertaking Regarding Filings Incorporating Subsequent Exchange Act
Documents by Reference
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of 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
registrant pursuant to the provisions described in Item 15 above, or otherwise,
the registrant has 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 registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
officer, director or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction 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> 15
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
No. 1 to Registration Statement File No. 333-39623 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on November 10, 1997.
TIME WARNER COMPANIES, INC.
By: /s/ JOHN A. LABARCA
------------------------------------
John A. LaBarca
Senior Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below on November 10, 1997 by the
following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE
- --------------------------------------------- ---------------------------------------------
<S> <C>
(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 Senior Vice President and Controller
- ---------------------------------------------
John A. LaBarca
(iv) Directors
*
- ---------------------------------------------
Peter R. Haje
*
- ---------------------------------------------
Richard D. Parsons
*By: /s/ JOHN A. LABARCA
- ---------------------------------------------
(Attorney-in-Fact)
</TABLE>
II-4
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT PAGE
- ------- --------------------------------------------------------------------------- -----
<S> <C> <C> <C>
(4) -- Form of Second Supplemental Indenture, among TBS, TWC, TWI and The Chase
Manhattan Bank, as successor 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 Cravath, Swaine & Moore (included in Exhibit (5))...............
(23.3) -- Consent of Arthur Andersen LLP, Independent Public Accountants*............
(23.4) -- Consent of Price Waterhouse LLP, Independent Accountants*..................
(23.5) -- Consent of Price Waterhouse LLP, Independent Accountants*..................
(24) -- Power of Attorney of TWC***................................................
</TABLE>
- ---------------
* Filed herewith.
** To be filed by amendment.
***Previously filed.
<PAGE> 1
EXHIBIT 12
TIME WARNER COMPANIES, INC.
RATIO OF EARNINGS TO FIXED CHARGES
(IN MILLIONS, EXCEPT RATIOS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, YEARS ENDED DECEMBER 31,
----------------------- ---------------------------------------------------
PRO HISTORICAL PRO HISTORICAL
FORMA ------------- FORMA ------------------------------------------
1997(A) 1997 1996 1996(A) 1996 1995 1994 1993 1992
------ ------ ---- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Earnings:
Net income (loss) before
income taxes and
extraordinary
items................ $ 301 $ 293 $(80) $ 45 $ (15) $ 2 $ 89 $ 81 $ 320
Interest expense........ 432 465 471 805 908 877 769 698 729
Amortization of
capitalized
interest............. 1 1 1 2 2 2 2 -- 19
Portion of rents
representative of an
interest factor...... 27 27 29 55 55 57 52 54 85
Preferred stock dividend
requirements of
majority-owned
subsidiaries......... 36 36 36 72 72 11 -- -- --
Adjustment for partially
owned subsidiaries
and 50% owned
companies............ 487 462 395 844 801 691 665 663 97
Undistributed losses of
less than 50% owned
companies............ 3 3 30 50 50 117 82 47 56
-----
-
------ ---- ------ ------ ------ ------ ------ ------
Total
earnings...... $1,287 $1,287 $882 $1,873 $1,873 $1,757 $1,659 $1,543 $1,306
====== ==== ====== ====== ====== ====== ====== ====== ======
Fixed Charges:
Interest expense........ $ 432 $ 465 $471 $ 805 $ 908 $ 877 $ 769 $ 698 $ 729
Capitalized interest.... -- -- 2 1 1 4 2 -- 15
Portion of rents
representative of an
interest factor...... 27 27 29 55 55 57 52 54 85
Preferred stock dividend
requirements of
majority-owned
subsidiaries......... 36 36 36 72 72 11 -- -- --
Adjustment for partially
owned subsidiaries
and 50% owned
companies............ 332 301 304 668 607 697 668 664 81
-----
-
------ ---- ------ ------ ------ ------ ------ ------
Total fixed
charges....... $ 827 $ 829 $842 $1,601 $1,643 $1,646 $1,491 $1,416 $ 910
====== ==== ====== ====== ====== ====== ====== ====== ======
Ratio of earnings to fixed
charges................. 1.6x 1.6x 1.0x 1.2x 1.1x 1.1x 1.1x 1.1x 1.4x
====== ==== ====== ====== ====== ====== ====== ====== ======
</TABLE>
- ---------------
(a) The pro forma ratio of earnings to fixed charges for TWC for the six months
ended June 30, 1997 and the year ended December 31, 1996 gives effect to (i)
the TWE-A/N Transfers and (ii) with respect to 1996 only, the Preferred
Stock Refinancing and certain other debt refinancings as if such
transactions had occurred at the beginning of such periods. The pro forma
information presented above should be read in conjunction with the pro forma
consolidated condensed financial statements contained in TWI's Current
Report on Form 8-K dated October 27, 1997 and incorporated herein by
reference.
<PAGE> 1
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
Companies, Inc. for the registration of $750 million of Guarantees, and to the
incorporation by reference therein of (i) our reports dated February 11, 1997,
with respect to the consolidated financial statements and schedules of Time
Warner Inc. ("TWI") 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 TWI's Annual
Report on Form 10-K for the year ended December 31, 1996, as amended by TWI's
Forms 10-K/A, dated March 27, 1997 and June 26, 1997, and (ii) our report dated
March 8, 1996, with respect to the consolidated financial statements and
schedule of Cablevision Industries Corporation and Subsidiaries, from TWI's
Current Report on Form 8-K dated March 21, 1997, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
New York, New York
November 10, 1997
<PAGE> 1
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 Guarantees of Time Warner Companies, Inc.
ARTHUR ANDERSEN LLP
Stamford, Connecticut
November 10, 1997
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Time Warner Companies, Inc. related to the registration
of Guarantees 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 is incorporated by reference in the Time Warner Inc. Annual
Report on Form 10-K for the year ended December 31, 1996. We also consent to the
reference to us under the heading "Experts" in such Registration Statement.
PRICE WATERHOUSE LLP
Denver, Colorado
November 10, 1997
<PAGE> 1
EXHIBIT 23.5
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
Companies, Inc. of our report dated February 5, 1996, which appears on page 53
of Turner Broadcasting System, Inc.'s 1995 Annual Report to Shareholders, which
is incorporated by reference in Turner Broadcasting System, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1995, which is incorporated by
reference from Time Warner Inc.'s Current Report on Form 8-K dated March 21,
1997. 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 10, 1997
