AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 1997
REGISTRATION NO. 333-
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TIME WARNER INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-3527249
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
------------------------
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)
DELAWARE 13-1388520
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
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:
WILLIAM P. ROGERS, JR. FAITH D. GROSSNICKLE
CRAVATH, SWAINE & MOORE SHEARMAN & STERLING
WORLDWIDE PLAZA 599 LEXINGTON AVENUE
825 EIGHTH AVENUE, NEW YORK, N.Y. 10019-7415 NEW YORK, N.Y. 10022
(212) 474-1270 (212) 848-8015
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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. [ ]
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AGGREGATE AMOUNT TO BE AGGREGATE OFFERING AGGREGATE OFFERING
TO BE REGISTERED REGISTERED(1) PRICE PER UNIT(2) PRICE(2)
Debt Securities................................. $449,418,500(3) 100% $449,418,500(3)
Guarantee of Debt Securities(4)................. $449,418,500 N/A N/A
TITLE OF EACH CLASS OF SECURITIES AMOUNT OF
TO BE REGISTERED REGISTRATION FEE
Debt Securities................................. $136,188
Guarantee of Debt Securities(4)................. N/A(5)
(1) United States dollars or the equivalent thereof in one or more foreign
currencies, foreign currency units or composite currencies.
(2) Estimated solely for purposes of calculating the registration fee.
(3) If any Debt Securities are issued at an original issue discount, then plus
such greater principal amount as shall result in an aggregate initial
offering price of $449,418,500.
(4) Time Warner Inc. will irrevocably and unconditionally guarantee on an
unsecured senior basis Debt Securities of Time Warner Companies, Inc.
(5) Pursuant to Rule 457(n), no separate fee is required to be paid in respect
of guarantees of the Debt Securities which are being registered
concurrently.
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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 STATEMENTS NOS.
33-50237 AND 333-17171, PREVIOUSLY FILED BY TIME WARNER COMPANIES, INC. AND TIME
WARNER INC. ON FORM S-3. THIS REGISTRATION STATEMENT ALSO CONSTITUTES A
POST-EFFECTIVE AMENDMENT TO REGISTRATION STATEMENTS NOS. 33-50237 AND 333-17171,
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.
________________________________________________________________________________
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 AUGUST 4, 1997
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 $1,000,000,000 (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.
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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 , 1997.
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING
OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH SECURITIES,
AND THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE OFFERING. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE 'PLAN OF DISTRIBUTION'.
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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'). The Issuer is not
required to file periodic reports and other information under the Exchange Act.
Instead, information with respect to the Issuer is 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 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 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 Guarantor'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, the 'Guarantor's 1996 Form 10-K');
(b) the Guarantor's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997; and
(c) the Guarantor's Current Report on Form 8-K dated March 21, 1997.
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
2
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 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 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 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 business of Warner Bros., Home Box Office and the cable
television 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 Issuer 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'),
among 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
3
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 Note 2 to the
Guarantor's consolidated financial statements included in the Guarantor's 1996
Form 10-K, 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 (a)
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 (b) 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.
The Issuer's and the Guarantor's principal executive offices 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 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 (or coverage deficiency)
of the Guarantor for 1996 reflects (a) the TBS Transaction, including the
assumption of approximately $2.8 billion of indebtedness, (b) 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 (c) the acquisition of Cablevision Industries
Corporation 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 ratios of earnings to fixed charges for each of the Issuer
and the Guarantor for the year ended December 31, 1996 give effect to (a) the
Preferred Stock Refinancing and certain other debt refinancings and (b) with
respect to the Guarantor only, the TBS Transaction, as if such transactions had
occurred at the beginning of 1996. The pro forma information presented below
should be read in conjunction with the pro forma consolidated condensed
financial statements contained in the
4
Guarantor's Current Report on Form 8-K dated March 21, 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 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.
THREE MONTHS ENDED YEARS ENDED DECEMBER 31,
MARCH 31, -------------------------------------------------
---------------------------------------- PRO FORMA
1997 1996 1996 1996 1995 1994 1993 1992
------------------ ------------------ --------- ---- ---- ---- ---- ----
Issuer............................. 1.8x $(76) 1.2x 1.1x 1.1x 1.1x 1.1x 1.4x
Guarantor.......................... 1.7x * 1.1x 1.1x * * * *
- ------------
*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 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 of the Issuer and the Guarantor for the three months
ended March 31, 1997 and 1996 and the years ended December 31, 1996, 1995 and
1994 include noncash interest expense of $24 million, $22 million, $91 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. Historical fixed charges of the
Guarantor for the three months ended March 31, 1997 and the year ended December
31, 1996 include an additional $2 million and $5 million, respectively, in
noncash interest expense relating to TBS's zero coupon convertible notes due
2007. Pro forma fixed charges of the Guarantor for the year ended December 31,
1996 similarly include an additional $14 million in noncash interest expense
relating to TBS's zero coupon convertible notes due 2007 for the period prior to
the consummation of the TBS Transaction.
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 Company. 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
5
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.
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).
6
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;
(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
7
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, as amended by the Third Supplemental
Indenture dated as of December 31, 1996 (the 'Third Supplemental Indenture'),
among the Issuer, the Guarantor and the Trustee.)
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
8
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 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
9
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, as amended by the Third Supplemental Indenture.)
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, as amended by the Third Supplemental
Indenture, and Form of Security.)
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)
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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, as amended by the Third
Supplemental Indenture.)
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)
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.
11
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 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
12
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 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.
13
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 Guarantor and
TWE appearing in the Guarantor'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 the Guarantor'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 the
Guarantor'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.
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 the Guarantor'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 the Guarantor's Current Report
on Form 8-K dated March 21, 1997, have been audited by Price Waterhouse LLP,
Independent Accountants, as set forth in
14
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.
------------------------
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
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.
Securities and Exchange Commission registration fee........................................ $ 308,345*
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..................................................................... 21,655
-------------
Total expenses................................................................... $ 900,000
-------------
-------------
- ------------
* Includes the registration fee for $550,581,500 of Debt Securities and
Guarantees of such Debt Securities which 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
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
(1) -- Proposed form of Underwriting Agreement.**
(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) -- Third Supplemental Indenture dated as of December 31, 1996 among the Issuer, the Guarantor and The Chase
Manhattan Bank, as Trustee (filed as Exhibit 4.10 to the Guarantor's Annual Report on Form 10-K for the
year ended December 31, 1996).*
(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 Price Waterhouse LLP, Independent Accountants.**
(23.5) -- Consent of Price Waterhouse LLP, Independent Accountants.**
(24.1) -- Power of Attorney of the Issuer (filed as Exhibit 24.1 to the Registration Statement on Form S-3 (File
No. 333-17171) filed with the Commission on December 3, 1996).*
(24.2) -- Power of Attorney of the Guarantor (filed as Exhibit 24.2 to the Registration Statement on Form S-3
(File No. 333-17171) filed with the Commission on December 3, 1996).*
(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).**
- ------------
* 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
(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
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 August 4, 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 August 4, 1997 by the
following persons in the capacities indicated.
SIGNATURES TITLE
- ------------------------------------------ ---------------------------------------------------------------------
(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)
II-4
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 August 4, 1997.
TIME WARNER 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 August 4, 1997 by the
following persons in the capacities indicated.
SIGNATURES TITLE
- ------------------------------------------ ---------------------------------------------------------------------
(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 Senior Vice President and Controller
..........................................
(JOHN A. LABARCA)
(iv) Directors
*
.........................................
(MERV ADELSON)
*
.........................................
(J. CARTER BACOT)
.........................................
(STEPHEN F. BOLLENBACH)
*
.........................................
(BEVERLY SILLS GREENOUGH)
.........................................
(GERALD GREENWALD)
*
.........................................
(CARLA A. HILLS)
*
.........................................
(REUBEN MARK)
II-5
SIGNATURES TITLE
- ------------------------------------------ ---------------------------------------------------------------------
*
.........................................
(MICHAEL A. MILES)
*
.........................................
(RICHARD D. PARSONS)
*
.........................................
(DONALD S. PERKINS)
*
.........................................
(RAYMOND S. TROUBH)
*
.........................................
(R. E. TURNER)
*
.........................................
(FRANCIS T. VINCENT, JR.)
*By: /S/ JOHN A. LABARCA
........................
(ATTORNEY-IN-FACT)
II-6
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT PAGE
- ------- ---------------------------------------------------------------------------------------------------- ----
(1) -- Proposed form of Underwriting Agreement.**.......................................................
(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) -- Third Supplemental Indenture dated as of December 31, 1996 among the Issuer, the Guarantor and
The Chase Manhattan Bank, as Trustee (filed as Exhibit 4.10 to the Guarantor's Annual Report on
Form 10-K for the year ended December 31, 1996)*..................................................
(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 Price Waterhouse LLP, Independent Accountants**.......................................
(23.5) -- Consent of Price Waterhouse LLP, Independent Accountants**.......................................
(24.1) -- Power of Attorney of the Issuer (filed as Exhibit 24.1 to the Registration Statement on Form S-3
(File No. 333-17171) filed with the Commission on December 3, 1996)*..............................
(24.2) -- Power of Attorney of the Guarantor (filed as Exhibit 24.2 to the Registration Statement on Form
S-3 (File No. 333-17171) filed with the Commission on December 3, 1996)*..........................
(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)**..............................................
- ------------
* Incorporated by reference.
** Filed herewith.