SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
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THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
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TIME WARNER INC.
(Exact name of obligor as specified in its charter)
DELAWARE 13-3527249
(State other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
75 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10019
(Address of principal executive Offices)
TIME WARNER COMPANIES, INC.
(Exact name of obligor as specified in its charter)
DELAWARE 13-1388520
(State other jurisdiction of
incorporation or organization)
75 ROCKEFELLER PLAZA 10019
NEW YORK, NEW YORK
(Address of principal executive offices) (Zip Code)
TURNER BROADCASTING SYSTEM, INC.
(Exact name of obligor as specified in its charter)
GEORGIA 58-0958695
(State other jurisdiction of
incorporation or organization)
ONE CNN CENTER
ATLANTA, GEORGIA 30303
(Address of principal executive offices)
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DEBT SECURITIES AND GUARANTEES OF DEBT SECURITIES
(Title of the indenture securities)
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GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
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Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 7TH day of AUGUST, 1998.
THE CHASE MANHATTAN BANK
By /s/ R. Lorenzen
___________________________________
/s/ R. Lorenzen
Senior Trust Officer
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Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1998, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
DOLLAR AMOUNTS
ASSETS IN MILLIONS
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ........................................................ $ 12,037
Interest-bearing balances ................................................ 4,054
Securities:
Held to maturity securities................................................... 2,340
Available for sale securities................................................. 50,134
Federal funds sold and securities purchased under
agreements to resell ..................................................... 24,982
Loans and lease financing receivables:
Loans and leases, net of unearned income ...$127,958
Less: Allowance for loan and lease losses .. 2,797
Less: Allocated transfer risk reserve ...... 0
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Loans and leases, net of unearned income,
allowance, and reserve ................................................... 125,161
Trading Assets ............................................................... 61,820
Premises and fixed assets (including capitalized
leases)................................................................... 2,961
Other real estate owned ...................................................... 347
Investments in unconsolidated subsidiaries and
associated companies ..................................................... 242
Customers' liability to this bank on acceptances
outstanding .............................................................. 1,380
Intangible assets ............................................................ 1,549
Other assets ................................................................. 11,727
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TOTAL ASSETS ................................................................. $298,734
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LIABILITIES
Deposits
In domestic offices ...................................................... $ 96,682
Noninterest-bearing .....................................$38,074
Interest-bearing ........................................ 58,608
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In foreign offices, Edge and Agreement,
subsidiaries and IBF's.................................................... 72,630
Noninterest-bearing .....................................$ 3,289
Interest-bearing ........................................ 69,341
Federal funds purchased and securities sold under agree-
ments to repurchase .......................................................... 42,735
Demand notes issued to the U.S. Treasury ..................................... 872
Trading liabilities .......................................................... 45,545
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ............................ 4,454
With a remaining maturity of more than one year
through three years................................................ 231
With a remaining maturity of more than three years........................ 106
Bank's liability on acceptances executed and outstanding...................... 1,380
Subordinated notes and debentures ............................................ 5,708
Other liabilities ............................................................ 11,295
TOTAL LIABILITIES ............................................................ 281,638
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EQUITY CAPITAL
Perpetual preferred stock and related surplus................................. 0
Common stock ................................................................. 1,211
Surplus (exclude all surplus related to preferred stock)..................... 10,291
Undivided profits and capital reserves ....................................... 5,579
Net unrealized holding gains (losses)
on available-for-sale securities ............................................. (1)
Cumulative foreign currency translation adjustments .......................... 16
TOTAL EQUITY CAPITAL ........................................................ 17,096
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TOTAL LIABILITIES AND EQUITY CAPITAL ...................................... $298,734
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I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR.)
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