As filed with the Securities and Exchange Commission on August 4, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
TIME WARNER INC.
(Exact name of registrant as specified in its charter)
---------------------------
Delaware 13-1388520
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
75 Rockefeller Plaza
New York, N.Y. 10019
(212) 484-8000
(Address, including 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:
John T. Gaffney, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, N.Y. 10019-7475
(212) 474-1000
---------------------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration
statement.
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, other than securities offered only in
connection with dividend or interest reinvestment plans, please check
the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [X]
---------------------------
CALCULATION OF REGISTRATION FEE
=============================================================================
Proposed
Proposed Maximum
Title of Each Maximum Aggregate Amount of
Class of Securities Amount to be Offering Price Offering Registration
to be Registered Registered Per Share (1) Price (1) Fee
Common Stock, par
value $1.00 per 8,349,732
share shares (2) $44 (3) $367,388,208 $126,686
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Plus such indeterminate number of additional shares of Common Stock,
par value $1.00 per share, as may be issuable pursuant to certain anti-
dilution provisions.
(3) Calculated in accordance with Rule 457(c) under the Securities
Act based upon the average of the high and low price of the
Common Stock on August 2, 1995, as quoted per the New York Stock
Exchange Composite Tape.
The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
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 ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED , 1995
Prospectus
TIME WARNER INC.
8,349,732 Shares of Common Stock
(Par Value $1.00)
This Prospectus relates to 8,349,732 shares of Common Stock, par
value $1.00 per share (the "Common Stock"), of Time Warner Inc., a
Delaware corporation (the "Company"), issued, or issuable upon
conversion or exchange of shares of Series C Convertible Preferred
Stock (the "Series C Preferred Stock") issued, to the shareholders
named herein (the "Selling Shareholders") in connection with the
acquisition of Summit Communications Group, Inc. by the Company (the
"Acquisition"), which shares of Common Stock are being offered for sale
from time to time pursuant to this Prospectus for the account of such
Selling Shareholders. This Prospectus also relates to such additional
shares of Common Stock as may be issued to the Selling Shareholders
pursuant to the anti-dilution provisions of the Series C Preferred
Stock.
The Common Stock of the Company is listed on the New York Stock
Exchange ("NYSE") and the Pacific Stock Exchange ("PSE"). On August 2,
1995, the last sale price on the NYSE for one share of Common Stock of
the Company was $44.375.
The Common Stock may be offered for sale from time to time by the
Selling Shareholders, or by their pledgees, donees, transferees or
other successors in interest, to or through underwriters or directly
to other purchasers or through agents in one or more transactions on
the NYSE, PSE or any other securities exchange (each an "Exchange") on
which the Common Stock is traded, in the over-the-counter market, in
one or more private transactions or in a combination of such methods
of sale, at prices and on terms then prevailing, at prices related to
such prices or at negotiated prices. The price at which any of the
shares of Common Stock may be sold, and the commissions, if any, paid
in connection with any such sale, are unknown and may vary from
transaction to transaction. SEE "PLAN OF DISTRIBUTION". It is
understood that the Securities and Exchange Commission (the "Commission")
may take the view that, under certain circumstances, such persons
effecting resales of Common Stock purchased and dealers or brokers
handling such transactions may be deemed (such persons not so
conceding) to be "underwriters" within the meaning of the Securities Act
of 1933, and the rules and regulations promulgated thereunder (the
"Securities Act"), with respect to such sales.
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.
Neither delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof or
the dates as of which information is set forth herein. No person has
been authorized to give any information or to make representations,
other than as contained herein, in connection with the offer contained
in this Prospectus, and if given or made, such information or
representations must not be relied upon as having been authorized by
the Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy the Common Stock to which this
Prospectus relates in any state or other jurisdiction to any person to
whom it is unlawful to make such offer or solicitation.
The date of this Prospectus is , 1995.
No person has been authorized to give any information or to
make any representations not contained in this Prospectus in
connection with the offer made by this Prospectus and, if given or
made, such information or representations must not be relied upon as
having been authorized by the Company or by any underwriter, dealer or
agent. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the Common Stock offered hereby
in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any
securities other than those to which it relates. Neither the delivery
of this Prospectus nor any sale of or offer to sell the Common Stock
offered hereby shall, under any circumstances, create an implication
that there has been no change in the affairs of the Company since the
date hereof or that the information herein is correct as of any time
subsequent to its date.
AVAILABLE INFORMATION
Time Warner Inc. (the "Company") 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"). Such reports, proxy
statements and other information filed by the Company with the
Commission pursuant to the informational requirements of the Exchange
Act can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: New York Regional Office, 7 World Trade
Center, 13th Floor, New York, New York 10048 and Chicago Regional
Office, Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material can also be
obtained upon written request addressed to the Securities and Exchange
Commission, Public Reference Section, Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. Such reports, proxy
statements and other information can also be inspected at the offices
of the New York Stock Exchange, 20 Broad Street, New York, New York
10005, and at the offices of the Pacific Stock Exchange, 301 Pine
Street, San Francisco, California 94104, on which the Common Stock is
listed.
This Prospectus forms a part of a registration statement on
Form S-3 (referred to herein, including all amendments and exhibits,
as the "Registration Statement") which the Company has filed under the
Securities Act with respect to the Common Stock. This Prospectus does
not contain all the information otherwise set forth in the
Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For
further information, reference is made to the Registration Statement
and the exhibits filed as part thereof. The Registration Statement may
be inspected at the public reference facilities maintained by the
Commission at the addresses set forth in the preceding paragraph.
Statements contained herein concerning any document filed as an
exhibit 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. Each such statement is qualified in its
entirety by such reference.
DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus incorporates documents by reference which
are not presented herein or delivered herewith. These documents (other
than exhibits to such documents unless such exhibits are specifically
incorporated by reference) are available to any person to whom this
Prospectus is delivered, on written or oral request, without charge.
Requests should be directed to Time Warner Inc., 75 Rockefeller Plaza,
New York, New York 10019, Attention: Manager--Shareholder Relations
(telephone number (212) 484-6971).
The following documents filed with the Commission by the
Company (File No. 1-8637) pursuant to the Exchange Act are
incorporated by reference in this Prospectus:
(1) Annual Report on Form 10-K for the year ended December
31, 1994, as amended by Amendment No. 1 thereto dated June 28,
1995 (the "Time Warner Annual Report");
(2) Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995;
(3) Current Reports on Form 8-K dated January 26, 1995,
February 6, 1995, April 1, 1995, May 30, 1995, June 15, 1995, and
July 6, 1995;
(4) The description of the Common Stock contained in Item 4
of the Company's Registration Statement on Form 8-B filed with
the Commission on December 8, 1983, pursuant to Section 12(b) of
the Exchange Act, as amended by amendments on Form 8 dated
January 24, 1984, August 1, 1984, and August 22, 1986 (the
"Description of the Common Stock"); and
(5) The description of the Rights to Purchase Series A
Participating Cumulative Preferred Stock contained in Item 1
(Description of Securities to be Registered) of the Company's
registration statement on Form 8-A and the exhibits attached
thereto filed with the Commission on January 24, 1994 (the
"Rights Plan").
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
termination of the offering of the Common Stock offered hereby shall
be deemed to be incorporated by reference into this Prospectus.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will furnish without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered,
upon written or oral request of such person, a copy of any and all
documents incorporated herein by reference (not including exhibits to
such documents, unless such exhibits are specifically incorporated by
reference into such documents). Requests should be directed to Time
Warner Inc., 75 Rockefeller Plaza, New York, New York 10019,
Attention: Shareholder Relations (telephone number: (212) 484-6971).
THE COMPANY
The Company is the largest media and entertainment company
in the world. Its businesses are conducted in five principal areas:
Publishing, Music, Filmed Entertainment, Programming-HBO and Cable.
Publishing consists principally of the publication and distribution of
magazines and books; Music consists principally of the production and
distribution of recorded music and the ownership and administration of
music copyrights; Filmed Entertainment consists principally of the
production and distribution of motion pictures and television
programming, the distribution of videocassettes and the ownership and
operation of retail stores and theme parks; Programming-HBO consists
principally of the production and distribution of pay television and
cable programming; and Cable consists principally of the operation of
cable television systems.
The Company was incorporated in the State of Delaware in
August 1983 and is the successor to a New York corporation that was
originally organized in 1922. The Company changed its name from Time
Incorporated to Time Warner Inc. following its acquisition of 59.3% of
the common stock of Warner Communications Inc. ("WCI") in July 1989.
WCI became a wholly owned subsidiary of the Company in January 1990
upon the completion of the merger of WCI and a subsidiary of the
Company.
Time Warner Entertainment Company, L.P. ("TWE") was formed
as a Delaware limited partnership in 1992 to own and operate
substantially all of the Filmed Entertainment, Programming-HBO and
Cable business owned and operated by Time Warner prior to such date.
Certain wholly owned subsidiaries of the Company (the "Time Warner
General Partners") collectively own 63.27% of the pro rata priority
capital and residual equity interests in TWE and wholly owned
subsidiaries of ITOCHU Corporation, Toshiba Corporation and US West
Inc. ("US WEST") own pro rata priority capital and residual equity
interests in TWE of 5.61%, 5.61% and 25.51%, respectively. In
addition, the Time Warner General Partners own priority capital
interests senior and junior to the pro rata priority capital
interests.
The Company's principal executive offices are located at 75
Rockefeller Plaza, New York, New York 10019, and its telephone number
is (212) 484-8000.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the
sale from time to time of the Common Stock offered hereby. All
proceeds from the sale of the Common Stock offered hereby will be for
the account of the Selling Shareholders, as described below. See
"Selling Shareholders" and "Plan of Distribution" described below.
DESCRIPTION OF THE COMMON STOCK
The following general summary of the Common Stock is
qualified in its entirety by reference to the Company's Restated
Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), which is an exhibit to the Registration Statement of
which this Prospectus is a part.
The Company is authorized by the Certificate of
Incorporation to issue 750,000,000 shares of Common Stock and
250,000,000 shares of preferred stock, par value $1.00 per share. On
July 15, 1995, 385,199,555 shares of Common Stock (excluding
approximately 45.7 million shares of Common Stock held as treasury
shares by the Company, as to which approximately 43.7 million were
held by wholly owned subsidiaries of the Company) were issued and
outstanding and approximately 148 million shares were reserved for
issuance upon exercise of outstanding stock options and warrants and
conversion of outstanding convertible securities. Also, as of July 15,
1995, 464,638 shares of the Company's Series B Preferred Stock,
3,264,508 shares of Series C Preferred Stock and 11 million shares of
Series D Preferred Stock were issued and outstanding. Upon
consummation of the proposed acquisition of Cablevision Industries
Corporation by the Company, which is referred to in the Company's
Current Reports on Form 8-K dated February 6, 1995, and May 30, 1995,
the Company will have outstanding approximately 2.5 million additional
shares of Common Stock and approximately 3.25 million shares of Series
E Preferred Stock and 3.25 million shares of Series F Preferred Stock.
The Series C, D, E and F Preferred Stock are or will be, as the case
may be, convertible in the aggregate into approximately 43.2 million
shares of Common Stock. Each such series of Preferred Stock has a
liquidation value of $100 per share and will receive, for a period of
five years with respect to the Series C and E Preferred Stock and for
a period of four years with respect to the Series D and F Preferred
Stock, an annual dividend per share equal to the greater of $3.75 and
an amount equal to the dividends paid on the Common Stock into which
such share of Preferred Stock may be converted. The Series C, D, E and
F Preferred Stock are or will be, as the case may be, entitled to vote
with the Common Stock on matters submitted to a vote of stockholders
and will have two votes per share in any such matter. For a discussion
of the Series C, D, E and F Preferred Stock reference is made to the
Company's Current Report on Form 8-K dated May 30, 1995.
The holders of the Common Stock are entitled to receive
dividends when, as and if declared by the Board of Directors of the
Company out of funds legally available therefor, subject to the
rights of any preferred stock at the time outstanding.
The holders of the Common Stock are entitled to one vote for
each share on all matters voted on by stockholders, including
elections of directors. The holders of the Common Stock
do not have any cumulative voting, conversion, redemption or
preemptive rights. In the event of dissolution, liquidation or winding
up of the Company, holders of the Common Stock will be entitled to
share ratably in any assets remaining after the satisfaction in full
of the prior rights of creditors, including holders of the Company's
indebtedness, and the aggregate liquidation preference of any
preferred stock then outstanding.
Pursuant to the Company's Certificate of Incorporation,
provided that full dividends on all outstanding shares of any series
of the Company's preferred stock have been paid, outstanding shares of
Common Stock may be redeemed by action of the Company's Board of
Directors to the extent necessary to prevent the loss of any
governmental license or franchise, the holding of which is conditioned
upon stockholders possessing prescribed qualifications.
The Common Stock is listed on the New York Stock Exchange,
the Pacific Stock Exchange and the International Stock Exchange of the
United Kingdom and the Republic of Ireland, Ltd. Chemical Bank is the
transfer agent and registrar for the Common Stock.
Each share of Common Stock has associated with it one right
(a "Right") to purchase one one-thousandth of a share of Series A
Participating Cumulative Preferred Stock (or in certain cases other
securities) of the Company. The terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") dated as of January 20,
1994, between the Company and Chemical Bank, as Rights Agent. Prior to
the occurrence of certain events, including a determination by the
Board of Directors following the public disclosure of a tender or
exchange offer for shares of Common Stock representing 15% or more of
the outstanding shares of the Common Stock, the Rights will not be
represented by separate certificates and will be transferable with and
only with the associated Common Stock.
Pursuant to the Rights Agreement, in the event that, among
other things, a third party acquires beneficial ownership of 15% or
more of the outstanding shares of the Common Stock, each holder of
Rights will be entitled to purchase securities of the Company having a
market value equal to twice the purchase price thereof. In certain
circumstances, including an acquisition involving 50% or more of the
assets or earning power of the Company, the Rights will become
exercisable to purchase common shares of the acquirer having a market
value equal to twice the purchase price thereof. In addition, Rights
held by an Acquiring Person (as defined in the Rights Agreement) will
become null and void, nontransferable and nonexercisable.
The Rights Agreement provides that the Rights will not
become exercisable in the event of a Qualifying Offer. A "Qualifying
Offer" is defined as an all-cash tender offer for all outstanding
shares of the Common Stock that meets certain fairness requirements,
including the provision of a written opinion of a nationally recognized
investment banking firm stating that the price to be paid to
stockholders pursuant to the offer is fair from a financial point of
view.
Subject to certain limitations, the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right. The
Rights will expire on January 20, 2004, unless earlier redeemed by the
Company.
The foregoing summary of certain terms of the Rights does
not purport to be complete and is subject to, and is qualified in its
entirety by reference to, the Rights Agreement, a copy of which is on
file with the Commission.
SELLING SHAREHOLDERS
Each of the selling shareholders is a former stockholder, or
a trust created by a former stockholder in the case of the Nancy
McGuire Gray Trust U/A, of Summit Communications Group, Inc., a
Delaware corporation ("Summit") (each a "Selling Shareholder"). On May
2, 1995, Summit was acquired by the Company and became a wholly owned
subsidiary of the Company (the "Acquisition"). The shares of Common
Stock offered hereby were acquired by the Selling Shareholders as a
result of the Acquisition or will be acquired upon conversion,
exchange or pursuant to certain anti-dilution provisions of the Series
C Preferred Stock also acquired by the Selling Shareholders pursuant
to the Acquisition.
The following table sets forth as of August 2, 1995, the
name of each of the Selling Shareholders, the nature of any position,
office or other material relationship that such Selling Shareholder
has had within the past three years with the Company or any of its
affiliates, if applicable, and the number of shares of Common Stock
which each such Selling Shareholder owned as of the date of this
Prospectus, assuming the immediate conversion of all Series C
Preferred Stock held by each such Selling Stockholder. The table also
sets forth the number of shares of Common Stock owned by each Selling
Shareholder, assuming the immediate conversion of all Series C
Preferred Stock held by each such Selling Stockholder, that may be
offered for sale from time to time by this Prospectus and the number
of shares of Common Stock to be held by each such Selling Shareholder
assuming the sale of all the Common Stock offered hereby. The Company
may amend or supplement this Prospectus from time to time to disclose
the names, relationships to the Company and holdings of Common Stock
of additional Selling Shareholders or to update the disclosure set
forth herein.
Number of Shares
Number of Shares of Common Stock
Name and Number of Shares of Common Stock Owned Assuming the
Relationship of Common Stock Which May Be Sold Sale of All
to the Company, Owned as of Pursuant to This of the Shares
if any August 2, 1995 Prospectus Offered Hereby
- --------------- ---------------- ----------------- -----------------
Trust for the benefit 1,967,005(1) 1,967,005 0
of Gordon Gray Jr.,
Wachovia Bank and
Trust Company, Trustee
Trust for the benefit 1,967,005(1) 1,967,005 0
of C. Boyden Gray,
Wachovia Bank and
Trust Company, Trustee
Trust for the benefit 1,967,005(1) 1,967,005 0
of Burton C. Gray,
Wachovia Bank and
Trust Company, Trustee
Trust for the benefit 1,967,005(1) 1,967,005 0
of Bernard Gray,
Wachovia
Bank and Trust
Company, Trustee
The Nancy McGuire 481,712(2) 481,712 0
Gray Trust U/A, Nancy
McGuire Gray, Trustee
--------------- ----------- ---------
Total 8,349,732 8,349,732 0
- --------------
(1) The trusts for the benefit of Gordon Gray, Jr., C. Boyden Gray,
Burton C. Gray and Bernard Gray each own 365,365 shares of Common
Stock and 769,043 shares of Series C Preferred Stock, which, based on
the current conversion rate applicable to the Series C Preferred Stock
(the "Conversion Rate"), would convert into 1,601,640 shares of Common
Stock for each such holder. The number of shares indicated as being
held by each such Selling Shareholder includes 146,870 shares of
Common Stock (the "Escrowed Shares"), which are held in escrow for
each such Selling Shareholder pursuant to the Stock Escrow Agreement
entered into in connection with the Acquisition. Subject to the
satisfaction of certain indemnification obligations of each such
Selling Shareholder, such Escrowed Shares shall be delivered to the
relevant Selling Shareholders in accordance with the terms of the
Stock Escrow Agreement.
(2) The Nancy McGuire Gray Trust U/A owns 89,476 shares of Common
Stock and 188,336 shares of Series C Preferred Stock which, based on
the Conversion Rate, would convert into 392,236 shares of Common
Stock.
PLAN OF DISTRIBUTION
The Common Stock may be offered for sale from time to time
by the Selling Shareholders, or by their pledgees, donees, transferees
or other successors in interest, to or through underwriters or
directly to other purchasers or through agents in one or more
transactions on any Exchange on which the Common Stock is traded, in
the over-the-counter market, in one or more private transactions or in
a combination of such methods of sale, at prices and on terms then
prevailing, at prices related to such prices or at negotiated prices.
Such methods of distribution may include, without limitation, (a) a
distribution through underwriting syndicates represented by one or
more managing underwriters, or by one or more underwiters without a
syndicate; (b) a block trade in which an agent will attempt to sell
the Common Stock as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (c) purchases by one
or more brokers or dealers as principals and resale by such brokers or
dealers for their own account at fixed or varying prices; (d) a
distribution in accordance with the rules of the applicable Exchange;
and (e) ordinary brokerage transactions and transactions in which a
broker solicits purchasers. In effecting sales, such brokers may
arrange for other brokers or dealers to participate in the resales.
This Prospectus may be amended and supplemented from time to time to
describe a specific plan of distribution.
In connection with distributions of the Common Stock or
otherwise, the Selling Shareholders may enter into hedging
transactions with broker-dealers. In connection with such
transactions, broker-dealers may engage in short sales of Common Stock
in the course of hedging the positions they assume with Selling
Shareholders. The Selling Shareholders may also sell Common Stock
short and redeliver the shares to close out such short positions. The
Selling Shareholders may also enter into option or other transactions
with broker-dealers which require the delivery to such broker-dealer
of the Common Stock offered hereby, which Common Stock such
broker-dealer may resell pursuant to this Prospectus. The Selling
Shareholders may also pledge the shares registered hereunder to a
broker or dealer and, upon a default, such broker or dealer may effect
sales of the pledged Common Stock pursuant to this Prospectus. In
addition, any Common Stock covered by this Prospectus that qualifies
for sale pursuant to Rule 144 may be sold under Rule 144 under the
Securities Act rather than pursuant to this Prospectus.
Brokers, dealers or agents may receive compensation in the
form of commissions, discounts or concessions from Selling
Shareholders in amounts to be negotiated in connection with sales
pursuant hereto. Any such remuneration will be disclosed in a
prospectus or prospectus supplement filed under the Securities Act.
Such brokers or dealers and any other participating brokers or dealers
may be deemed to be "underwriters" within the meaning of the
Securities Act, in connection with such sales and any such commission,
discount or concession may be deemed to be underwriting discounts or
commissions under the Securities Act.
Certain costs, expenses and fees in connection with the
registration of the Common Stock, including certain costs of legal
counsel for the Selling Shareholders, will be borne by the Company.
Commissions, discounts and transfer taxes, if any, attributable to the
sales of the Common Stock will be borne by the Selling Shareholders,
as may a portion of the costs of legal counsel for the Selling
Shareholders. The Selling Shareholders have agreed to indemnify the
Company or any underwriter, as the case may be, and any of their
respective affiliates, directors, officers and controlling persons,
against certain liabilities in connection with the offering of the
Common Stock pursuant to this Prospectus, including liabilities
arising under the Securities Act. In addition, the Company has agreed
to indemnify the Selling Shareholders or any underwriter, as the case
may be, and any of their respective affiliates, directors, officers
and controlling persons, against certain liabilities in connection
with the offering of the Common Stock pursuant to this Prospectus,
including liabilities arising under the Securities Act.
EXPERTS
The consolidated financial statements of the Company and TWE
appearing in the Time Warner Annual Report, 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 set forth therein and
incorporated herein by reference. Such financial statements have been
incorporated herein by reference in reliance upon such reports given
upon the authority of such firm as experts in accounting and auditing.
The financial statements of Summit Communications Group,
Inc. as of December 31, 1993 and 1994, and for the three years ended
December 31, 1994, incorporated by reference in the Prospectus, have
been audited by Deloitte & Touche LLP, independent auditors, as set
forth in their report thereon and incorporated herein by reference.
Such financial statements are incorporated herein by reference in
reliance upon such report and upon the authority of such firm as
experts in accounting and auditing.
The financial statements of Newhouse Broadcasting Cable
Division of Newhouse Broadcasting Corporation and subsidiaries as of
July 31, 1993 and 1994, and for the three years ended July 31, 1994,
incorporated by reference in this Prospectus, have been audited by
Paul Scherer & Company LLP, independent auditors, as set forth in
their report thereon and incorporated herein by reference. Such
financial statements are incorporated herein by reference in reliance
upon such report and upon the authority of such firm as experts in
accounting and auditing.
The financial statements of Vision Cable Division of Vision
Cable Communications, Inc. and subsidiaries as of December 31, 1993
and 1994, and for the three years ended December 31, 1994,
incorporated by reference in this Prospectus, have been audited by
Paul Scherer & Company LLP, independent auditors, as set forth in
their report thereon and incorporated herein by reference. Such
financial statements are incorporated
herein by reference in reliance upon such report and upon the
authority of such firm as experts in accounting and auditing.
The financial statements of Cablevision Industries
Corporation as of December 31, 1993 and 1994, and for the three years
ended December 31, 1994, incorporated by reference in this Prospectus,
have been audited by Arthur Andersen LLP, independent public
accountants, as set forth in their report thereon and incorporated
herein by reference. Such financial statements are incorporated herein
by reference in reliance upon such report and upon the authority of
such firm as experts in accounting and auditing.
The financial statements of Cablevision Industries Limited
Partnership as of December 31, 1993 and 1994, and for the three years
ended December 31, 1994, incorporated by reference in this Prospectus,
have been audited by Arthur Andersen LLP, independent public
accountants, as set forth in their report thereon and incorporated
herein by reference. Such financial statements are incorporated herein
by reference in reliance upon such report and upon the authority of
such firm as experts in accounting and auditing.
The financial statements of KBLCOM Incorporated as of
December 31, 1993 and 1994, and for the three years ended December 31,
1994, incorporated by reference in this Prospectus, have been audited
by Deloitte & Touche LLP, independent auditors, as set forth in their
report thereon and incorporated herein by reference. Such financial
statements are incorporated herein by reference in reliance upon such
report and 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 the three years ended December 31,
1994, incorporated by reference in this Prospectus, have been audited
by Price Waterhouse LLP, independent accountants, as set forth in
their report thereon and incorporated herein by reference. Such
financial statements are incorporated herein by reference in reliance
upon such report and upon the authority of such firm as experts in
accounting and auditing.
LEGAL MATTERS
Certain legal matters relating to the Common Stock offered
hereby were passed upon for the Company by Cravath, Swaine & Moore,
Worldwide Plaza, 825 Eighth Avenue, New York, New York, counsel to the
Company.
--------------------------
The following information is being disclosed pursuant to
Florida law and is accurate as of the date of the Prospectus: A
subsidiary of the Company pays royalties to Artex, S.A., a corporation
organized under the laws of Cuba, in connection with the distribution
in the United States of certain Cuban musical recordings. Current
information concerning this matter may be obtained from the State of
Florida Department of Banking & Finance, The Capital, Tallahassee,
Florida 32399-0350, 904-488-9805.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
SEC registration fee ............................... $126,686
Printing and engraving expenses .................... 0*
Accounting fees .................................... 25,000*
Legal fees ......................................... 87,500*
Qualification under state securities laws .......... 8,500*
Miscellaneous ...................................... 0*
$247,686*
========
- --------------------
* Estimated and subject to future contingencies.
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.
Article VI of By-Laws of the Company requires
indemnification to the fullest extent permitted under Delaware law of
any person who is or was a director or officer of the Company 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 Company or any
predecessor of the Company or was serving at the request of the
Company 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 Company, 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 the Certificate of Incorporation of
the Company eliminates the liability of directors to the extent
permitted by Section 102(b)(7).
The foregoing statements are subject to the detailed
provisions of Section 145 and 102(b)(7) of the DGCL, Article VI of
such By-laws and Section 1, Article X of such Certificate of
Incorporation, as applicable.
The Company's Directors' and Officers' Liability and
Reimbursement Insurance Policy is designed to reimburse the Company
for any payments made by it pursuant to the foregoing indemnification.
Such policy has coverage of $50,000,000.
Item 16. Exhibits
4.1 Restated Certificate of Incorporation of the Company
as filed with the Secretary of State of the State of
Delaware on May 26, 1993 (which is incorporated herein
by reference to Exhibit 3 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1993).
4.2 Certificate of Ownership and Merger merging TWE Holdings
Inc. into the Company as filed with the Secretary of
State of the State of Delaware on September 24, 1993
(which is incorporated herein by reference to
Exhibit 3.(i)(b) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993
(the "Company's 1993 Form 10-K")).
4.3 Certificate of the Voting Powers, Designations,
Preferences and Relative Participating, Optional
and Other Rights and Qualifications of Series A
Participating Cumulative Preferred Stock of the
Company as filed with the Secretary of State of
the State of Delaware on January 26, 1994
(which is incorporated herein by reference to
Exhibit 3.(i)(c) to the Company's 1993 Form 10-K).
4.4 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating, Optional
or Other Special Rights, and Qualifications,
Limitations or Restrictions Thereof, of Series C
Convertible Preferred Stock of the Company as
filed with the Secretary of State of the State
of Delaware on May 1, 1995 (which is incorporated
by reference to Exhibit T3A-4 to the Company's
Form T-3 dated as of July 11, 1995 (the
"Company's Form T-3")).
4.5 Certificate of the Voting Powers, Designations,
Preferences and Relative, Participating, Optional
or Other Special Rights, and
Qualifications, Limitations or Restrictions Thereof,
of Series D Convertible Preferred Stock of the
Company as filed with the Secretary of State of the
State of Delaware on July 6, 1995 (which is
incorporated by reference to Exhibit T3A-5 to
the Company's Form T-3).
4.6 By-laws of the Company, as amended through March 18,
1993 (which is incorporated herein by reference to
Exhibit 3.3 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1992).
4.7 Rights Agreement dated as of January 20, 1994,
between the Company and Chemical Bank, as Rights
Agent (which is incorporated herein by reference to
Exhibit 4(a) to the Company's Current Report on
Form 8-K dated January 20, 1994).
4.8 Specimen Certificate of the Company's Common
Stock (which is incorporated herein by reference to
Exhibit 4.1 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1991).
5 Opinion with consent of Cravath, Swaine & Moore,
counsel of the Company.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Deloitte & Touche LLP, Independent
Auditors.
23.3 Consent of Paul Scherer & Company LLP, Independent
Auditors.
23.4 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.5 Consent of Deloitte & Touche LLP, Independent
Auditors.
23.6 Consent of Price Waterhouse LLP, Independent
Accountants.
23.7 Consent of Cravath, Swaine & Moore, counsel of the
Company (included in Exhibit 5).
24 Powers of Attorney.
Item 17. Undertakings.
A. Undertaking Pursuant to Rule 415.
The Company hereby undertakes:
(1) 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 of 1933 (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;
(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(1)(i) and A(1)(ii) do not
apply if the Registration Statement is on Form S-3 and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated
by reference in the Registration Statement;
(2) that, for the purpose of determining any liability under
the Securities Act, each such 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
(3) 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to 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 Company pursuant to the provisions described and the
documents referenced under Item 15 above, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Company 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 whether
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 the 4th day of August, 1995.
TIME WARNER INC.,
By: /s/ Peter R. Haje
----------------------------
Peter R. Haje
Executive Vice President,
Secretary
and General Counsel
Pursuant to the requirements of the Securities Act of 1933,
this registration statement (on Form S-3) has been signed on the 4th
day of August, 1995 by the following persons in the capacities and on
the date indicated:
Signature Title
--------- -----
*
----------------------
Gerald M. Levin Director,
Chairman of the Board and
Chief Executive Officer
*
----------------------
Richard D. Parsons Director and President
*
----------------------
Richard J. Bressler Senior Vice President and Chief
Financial Officer
Signature Title
--------- -----
*
----------------------
John A. LaBarca Vice President and Controller
*
----------------------
Merv Adelson Director
*
--------------------------
Lawrence B. Buttenwieser Director
*
--------------------------
Edward S. Finkelstein Director
*
--------------------------
Beverly Sills Greenough Director
*
--------------------------
Carla A. Hills Director
*
--------------------------
David T. Kearns Director
Signature Title
--------- -----
*
--------------------------
Henry Luce III Director
*
---------------------------
Reuben Mark Director
*
---------------------------
Michael A. Miles Director
*
---------------------------
J. Richard Munro Director
*
---------------------------
Donald S. Perkins Director
*
---------------------------
Raymond S. Troubh Director
*
---------------------------
Francis T. Vincent, Jr. Director
*By /s/ Peter R. Haje
------------------------------
(Attorney-in-Fact)
EXHIBIT INDEX
Exhibit Sequentially
No. Description Numbered Page
4.1 Restated Certificate of Incorporation of *
the Company filed with the Secretary of
State of the State of Delaware on
May 26, 1993 (which is incorporated
herein by reference to Exhibit 3 to the
Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1993).
4.2 Certificate of Ownership and Merger *
merging TWE Holdings Inc. into the
Company as filed with the Secretary of
State of the State of Delaware on
September 24, 1993 (which is incorporated
herein by reference to Exhibit 3.(i)(b) to
the Company's Annual Report on Form 10-K
for the year ended December 31, 1993 (the
"Company's 1993 Form 10-K")).
4.3 Certificate of the Voting Powers, *
Designations, Preferences and Relative
Participating, Optional and Other Rights
and Qualifications of Series A Participating
Cumulative Preferred Stock of the Company as
filed with the Secretary of State of the
State of Delaware on January 26, 1994
(which is incorporated herein by reference
to Exhibit 3.(i)(c) to the Company's 1993
Form 10-K).
4.4 Certificate of the Voting Powers, *
Designations, Preferences and Relative,
Participating, Optional or Other Special
Rights, and Qualifications, Limitations
or Restrictions Thereof, of Series C
Convertible Preferred Stock of the Company
as filed with the Secretary of State of the
State of Delaware on May 1, 1995 (which is
incorporated by reference to Exhibit T3A-4
to the Company's Form T-3 dated as of
July 11, 1995 (the "Company's Form T-3")).
4.5 Certificate of the Voting Powers, *
Designations, Preferences and Relative,
Participating, Optional or Other Special
Rights, and Qualifications, Limitations
or Restrictions Thereof, of Series D
Convertible Preferred Stock of the Company
as filed with the
Secretary of State of the State of Delaware
on July 6, 1995 (which is incorporated by
reference to Exhibit T3A-5 to the Company's
Form T-3).
4.6 By-laws of the Company, as amended through *
March 18, 1993 (which is incorporated herein
by reference to Exhibit 3.3 to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1992).
4.7 Rights Agreement dated as of January 20, *
1994 between the Company and Chemical Bank,
as Rights Agent (which is incorporated
herein by reference to Exhibit 4(a) to the
Company's Current Report on Form 8-K dated
January 20, 1994).
4.8 Specimen Certificate of the Company's Common *
Stock (which is incorporated herein by
reference to Exhibit 4.1 to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1991).
5 Opinion with consent of Cravath, Swaine &
Moore, counsel of the Company.
23.1 Consent of Ernst & Young LLP, Independent
Auditors.
23.2 Consent of Deloitte & Touche LLP, Independent
Auditors.
23.3 Consent of Paul Scherer & Company LLP,
Independent Auditors.
23.4 Consent of Arthur Andersen LLP, Independent
Public Accountants.
23.5 Consent of Deloitte & Touche LLP, Independent
Auditors.
23.6 Consent of Price Waterhouse LLP, Independent
Accountants.
23.7 Consent of Cravath, Swaine & Moore, counsel of the
Company (included in Exhibit 5).
24 Powers of Attorney.
- ---------------
* Previously filed with the Commission and incorporated in the
Registration Statement by reference.