NOTICE OF GUARANTEED DELIVERY FOR
TIME WARNER COMPANIES, INC.
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Time Warner Companies, Inc. ('TWC') made pursuant to the
Prospectus, dated , 1998 (the 'Prospectus'), if certificates for
Outstanding Debentures of TWC are not immediately available or if the procedure
for book-entry transfer cannot be completed on a timely basis or time will not
permit all required documents to reach TWC prior to midnight, New York City
time, on the Expiration Date of the Exchange Offer. Such form may be delivered
or transmitted by facsimile transmission, mail or hand delivery to The Chase
Manhattan Bank (the 'Exchange Agent') as set forth below. Capitalized terms not
defined herein are defined in the Prospectus.
DELIVERY TO: THE CHASE MANHATTAN BANK, EXCHANGE AGENT
By Mail, Hand or Overnight Courier Facsimile Transmission Number
55 Water Street (212) 638-7375 or
Room 234, North Building (212) 344-9367
New York, NY 10041 (FOR ELIGIBLE
Attention: Carlos Esteves INSTITUTIONS ONLY)
(IF BY MAIL, REGISTERED OR Confirm by Telephone
CERTIFIED MAIL RECOMMENDED) (212) 638-0828
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE,
OR TRANSMISSION OF INSTRUCTION VIA FACSIMILE OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to TWC the
principal amount of Outstanding Debentures set forth below, pursuant to the
guaranteed delivery procedure described in 'The Exchange Offer -- Guaranteed
Delivery Procedures' section of the Prospectus.
Principal Amount of Outstanding Debentures Tendered:* If Outstanding Debentures will be delivered by book-entry
$____________________________________ transfer to The Depository Trust Company provide account
Certificate Nos. (if available): number.
____________________________________________________
Total Principal Amount Represented by Outstanding Account Number_____________________
Debentures Certificate(s):
$___________________________________
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* Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
PLEASE SIGN HERE
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Signature(s) of Owner(s) or Authorized Signatory
Area Code and Telephone Number: _______________________________________________
Must be signed by the holder(s) of Outstanding Debentures as their name(s)
appear(s) on certificates for Outstanding Debentures or on a security position
listing, or by person(s) authorized to become registered holder(s) by
endorsement and documents transmitted with this Notice of Guaranteed Delivery.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): --------------------------------------------------
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Capacity:
Address(es):-------------------------------------------------
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a financial institution (including most banks, savings and
loan associations and brokerage houses) that is a participant in the Securities
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Program or the Stock Exchanges Medallion Program, hereby guarantees
that the certificates representing the principal amount of Outstanding
Debentures tendered hereby in proper form for transfer, or timely confirmation
of the book-entry transfer of such Outstanding Debentures into the Exchange
Agent's account at The Depository Trust Company pursuant to the procedures set
forth in 'The Exchange Offer -- Guaranteed Delivery Procedures' section of the
Prospectus, together with one or more properly completed and duly executed
Letters of Transmittal (or facsimile thereof or Agent's Message in lieu thereof)
and any required signature guarantee and any other documents required by the
Letter of Transmittal, will be received by the Exchange Agent at the address set
forth above, no later than three New York Stock Exchange trading days after the
Expiration Date.
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NAME OF FIRM AUTHORIZED SIGNATURE
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ADDRESS TITLE
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ZIP CODE (PLEASE TYPE OR PRINT)
Area Code and Tel. No.--------------------------------- Dated:---------------------------------
NOTE: DO NOT SEND CERTIFICATES FOR OUTSTANDING DEBENTURES WITH THIS FORM.
CERTIFICATES FOR OUTSTANDING DEBENTURES SHOULD BE SENT ONLY WITH A COPY OF
YOUR EXECUTED LETTER OF TRANSMITTAL.
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