As filed with the Securities and Exchange Commission on December 20, 1995
Registration No. 33-62585
============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
TIME WARNER INC.
(Exact name of registrant as specified in its charter)
----------------------
Delaware
(State or other jurisdiction of 13-1388520
incorporation or organization) (I.R.S. Employer Identification No.)
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:
William P. Rogers, Jr., Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, N.Y. 10019-7415
(212) 474-1270
----------------------
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of the
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
==============================================================================
Title of Proposed Proposed
Each Class Maximum Maximum
of Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price(1) Fee (2)
- ------------------------------------------------------------------------------
Common Stock,
par value
$1.00 16,394,710
per share(3) shares(4) $37.875 (5) $620,949,641 $4,670
==============================================================================
(1) Estimated solely for the purpose of calculating the registration fee.
(2) $221,202 was paid concurrently with the filing of this Registration
Statement on September 12, 1995. The Registration Fee paid herewith
relates to an increase in the Amount to be Registered and the Proposed
Maximum Aggregate Offering Price of 357,550 shares and $13,542,206,
respectively.
(3) This Registration Statement also relates to (i) the Rights to Purchase
Series A Cumulative Participating Preferred Stock of the Registrant
associated with the shares of Common Stock and (ii) such Series A
Cumulative Participating Preferred Stock. As used herein, the term
"Common Stock" refers to such common stock and Rights, collectively.
(4) Plus such indeterminate number of additional shares of Common Stock as
may be issuable pursuant to certain anti-dilution provisions and
adjustment provisions of the Merger Agreements and the Preferred Stock
described herein.
(5) 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
December 18, 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.
============================================================================
Prospectus
TIME WARNER INC.
16,394,710 Shares
Common Stock, par value $1.00 per share
This Prospectus relates to 16,394,710 shares of common
stock, par value $1.00 per share, and associated rights to
purchase Series A Participating Cumulative Preferred Stock
(collectively referred to herein as the "Common Stock"), of Time
Warner Inc., a Delaware corporation (the "Company"), issued, or
issuable upon conversion or exchange of shares of Series E
Preferred Stock and shares of Series F Preferred Stock
(collectively, the "Preferred Stock") issued, in connection with
the acquisition of Cablevision Industries Corporation and certain
affiliated entities (collectively, the "Cablevision Companies")
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 the persons to whom such shares of
Common Stock and Preferred Stock have been issued in connection
with the Acquisition (the "Selling Shareholders"). This
Prospectus also relates to such indeterminate number of
additional shares of Common Stock as may be issued to the Selling
Shareholders pursuant to the anti-dilution provisions of the
Preferred Stock and certain adjustment provisions contained in
the Merger Agreements described herein.
The Common Stock of the Company is listed on the New
York Stock Exchange ("NYSE") and the Pacific Stock Exchange
("PSE"). On December 18, 1995, the last sale price on the NYSE
for one share of Common Stock of the Company was $36.875.
--------------------
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 Common Stock may be offered for sale from time to
time during the periods specified herein by the Selling
Shareholders originally named herein, or by certain other
persons, including persons who qualify as "Holders" under the
Registration Rights Agreement described herein and who are named
in an amendment or supplement to this Prospectus in one or more
transactions described herein on the NYSE, PSE or any other
securities 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. See "Plan of Distribution". 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. It is
understood that the Securities and Exchange Commission (the
"Commission") may take the view that, under certain
circumstances, 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.
--------------------
The date of this Prospectus is , 1996.
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
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, Citicorp 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: 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 Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995, and September 30, 1995;
(3) Current Reports on Form 8-K dated January 26, 1995,
February 6, 1995, April 1, 1995, May 30, 1995, June 15,
1995, July 6, 1995, August 14, 1995, August 31, 1995,
September 22, 1995, November 14, 1995, and December 1, 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
(the "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
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 video cassettes 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 businesses owned and operated by the
Company prior to such date. The Company and certain of its wholly
owned subsidiaries (the "Time Warner General Partners")
collectively own 74.49% of the pro rata priority capital and
residual equity interests in TWE and a wholly owned subsidiary of
U S WEST, Inc. owns pro rata priority capital and residual equity
interests in TWE of 25.51%. In addition, the Time Warner General
Partners directly or indirectly own priority capital interests
senior and junior to the pro rata priority capital interests.
The Company has agreed to acquire Turner Broadcasting
System, Inc. ("TBS") in a transaction in which both the Company
and TBS will become wholly owned subsidiaries of a new holding
company ("New Time Warner") and enter into certain related
transactions (the "TBS Transaction"). The TBS Transaction is
described in the Company's Current Reports on Form 8-K dated
November 14, 1995, and December 1, 1995.
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 September 30, 1995, 387,404,816 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 the date of this Prospectus, 464,638
shares of the Company's Series B Preferred Stock, 3,264,508
shares of Series C Preferred Stock, 11,000,000 shares of Series D
Preferred Stock, 6,200,000 shares of Series G Preferred Stock,
1,800,000 shares of Series H Preferred Stock and 7,000,000 shares
of Series I Preferred Stock were issued and outstanding. Upon
consummation of the Acquisition, the Company will have
outstanding approximately 2.9 million additional shares of Common
Stock, 3.25 million shares of Series E Preferred Stock and
approximately 3.23 million shares of Series F Preferred Stock.
The Series C, D, E, F, G, H and I Preferred Stock are or will be,
as the case may be, convertible in the aggregate into
approximately 74.1 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, F, G, H and I 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, F, G and I 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,
F, G, H and I Preferred Stock reference is made to the Company's
Current Report on Form 8-K dated November 14, 1995. Upon the
consummation of the TBS Transaction, each outstanding share of
Time Warner capital stock will be converted into one share of a
substantially identical series of New Time Warner capital stock
and New Time Warner will issue an additional 171.3 million shares
of common stock and approximately 13 million stock options in
exchange for the outstanding shares of TBS capital stock and
outstanding TBS stock options, respectively (plus an additional 5
million shares of New Time Warner common stock in connection with
a related agreement). Additional information on the TBS
Transaction is set forth in the Company's Current Reports on Form
8-K dated November 14, 1995, and December 1, 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 therefore, 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 acquiror 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. Concurrent with the closing of TBS
Transaction, the Company expects that New Time Warner will adopt
a Rights Agreement substantially identical to the Company's
Rights Agreement except for the changes referred to in the
Company's Current Report on Form 8-K dated December 1, 1995.
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.
THE ACQUISITION
On the date of this Prospectus, Cablevision Industries
Corporation ("CVI") and the equity interests or assets of certain
affiliated companies (the "Gerry Companies" and, together with
CVI, the "Cablevision Companies") were acquired by the Company
pursuant to (i) an Agreement and Plan of Merger dated as of
February 6, 1995 (such agreement, as may be amended, the "CVI
Merger Agreement"), among CVI, Alan Gerry, the Company and a
subsidiary of the Company, (ii) an Agreement and Plan of Merger
dated as of February 6, 1995, and re-executed on December 8, 1995
(such agreement, as may be amended, the "CMP Merger Agreement"),
among Cablevision Management Corporation of Philadelphia, Alan
Gerry, the Company and a subsidiary of the Company, (iii) an
Agreement and Plan of Merger dated as of December 8, 1995 (such
agreement, as may be amended, the "CIMF Merger Agreement", and
together with the CVI Merger Agreement and the CMP Merger
Agreement, the "Merger Agreements"), among Cablevision Industries
of Middle Florida, Inc., Alan Gerry, the Company and CVI, (iv) a
Purchase Agreement dated as of February 6, 1995, as amended (such
agreement, as may be amended, the "Purchase Agreement"), among Alan
Gerry and the corporations and partnerships listed on the
signature pages thereof, and (v) certain other related agreements
(the "Related Agreements", and together with the Merger
Agreements and the Purchase Agreement, the "Acquisition
Agreements").
In connection with the Acquisition, the Company, Alan
Gerry and Peachtree Cable Associates, Ltd. entered into a
Registration Rights Agreement dated as of February 6, 1995 (the
"Registration Rights Agreement"), pursuant to which certain
persons, including each person that became a registered holder of
Common Stock or Preferred Stock at the effective time of the
Acquisition, are entitled to certain registration rights with
respect to the Common Stock (or in certain cases other
securities) issued (i) in the Acquisition, (ii) pursuant to the
conversion or exchange provisions of the Preferred Stock, (iii)
pursuant to certain indemnification provisions of the Acquisition
Agreements and (iv) in respect of shares covered by the foregoing
clauses (i) through (iii) by way of a dividend, split,
recapitalization or in certain other transactions. As used in
this Prospectus, the term "Holder" refers to a person entitled to
registration rights under the Registration Rights Agreement.
On the date of this Prospectus, the Company and Alan
Gerry entered into a Stockholders' Agreement (the "Stockholders'
Agreement") pursuant to which, among other things, the Holders
that are parties thereto agreed to certain limitations on the
time and manner in which they may dispose of the Common Stock
held by them.
In connection with the Acquisition, the Company issued
approximately 2.9 million shares of Common Stock, 3.25 million
shares of Series E Preferred Stock and approximately 3.23 million
shares of Series F Preferred Stock. The Series E Preferred Stock
and Series F Preferred Stock have a liquidation value of $100 per
share, are convertible into an aggregate of approximately 13.5
million shares of Common Stock at a conversion price of $48 per
share (based on its liquidation
value), and receive, for a period of five years with respect to
the Series E Preferred Stock and a period of four years with
respect to the Series 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 a share of Series E
Preferred Stock or Series F Preferred Stock may be converted. The
Company has the right to exchange each of the Series E Preferred
Stock and Series F Preferred Stock for Common Stock at the stated
conversion price after five years and four years, respectively,
and is permitted to redeem each series, in whole or in part, for
cash at the liquidation value plus accrued dividends, in each
case, after five years.
SELLING SHAREHOLDERS
The following table sets forth as of the date of this
Prospectus, the name of each Selling Shareholder, 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 and the number of shares of
Common Stock which each such Selling Shareholder owned as of such
date, assuming the immediate conversion of all Preferred Stock
held by each such Selling Shareholder. The table also sets forth
the number of shares of Common Stock owned by each Selling
Shareholder 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 (each of which will be a
Holder under the Registration Rights Agreement) or to update the
disclosure set forth herein.
Number of
Name and Shares of Number of Shares of Number of Shares
Relationship Common Stock Common Stock of Common Stock
to the Owned as of Which May Be Sold Owned Assuming the
Company the Date of Pursuant to This Sale of All of the
if any this Prospectus Prospectus Shares Offered Hereby
- ------------ --------------- ------------------- ---------------------
Alan Gerry (1) 15,785,193 (2) 15,785,193 0
Peachtree Cable
Associates, Ltd. 609,517 (3) 609,517 0
------------- ---------- -------
Total 16,394,710 16,394,710 0
(footnotes on following page)
- --------------
(1) Subsequent to the consummation of the Acquisition, Alan Gerry
will be appointed as a member of the Partners Operating Committee
of TWE. For a description of TWE, see "The Company".
(2) As of the date of this Prospectus, Alan Gerry owned 2,885,907
shares of Common Stock, 3,107,956 shares of Series E Preferred
Stock and 3,085,763 shares of Series F Preferred Stock. The
conversion feature of the Preferred Stock provides holders of
Preferred Stock with the right to convert one share of Preferred
Stock into 2.08264 shares of the Common Stock (the "Conversion
Rate"). The Conversion Rate is subject to certain anti-dilution
adjustments. Accordingly, the 3,107,956 shares of Series E
Preferred Stock are currently convertible into approximately
6,472,753 shares of Common Stock and the 3,085,763 shares of
Series F Preferred Stock are currently convertible into
approximately 6,426,533 shares of Common Stock.
(3) As of the date of this Prospectus, Peachtree Cable
Associates, Ltd. owned 19,977 shares of Common Stock, 142,044
shares of Series E Preferred Stock and 141,029 shares of Series F
Preferred Stock. The 142,044 shares of Series E Preferred Stock
are currently convertible into approximately 295,827 shares of
Common Stock and the 141,029 shares of Series F Preferred Stock
are currently convertible into approximately 293,713 shares of
Common Stock.
PLAN OF DISTRIBUTION
The Common Stock covered by this Prospectus may be
offered for sale by the Selling Shareholders named herein (as may
be amended) from time to time pursuant and subject to the
applicable provisions of the Registration Rights Agreement and
Stockholders' Agreement. Pursuant to such provisions, this
Prospectus shall be available for the offer and sale of Common
Stock (i) subject to certain Blackout Periods described below,
during the 10 business day period immediately following the
Closing Date and (ii) subject to any Blackout Periods and certain
Holdback provisions described below, during each 15 business day
period beginning on the third business day after the Company's
public announcement of its quarterly or year-end financial
results, subject, however, to certain volume limitations set
forth in the Registration Rights Agreement, provided that such 15
business day period may be extended and such volume limitations
may be increased in certain circumstances, as provided in the
Registration Rights Agreement. Under the Registration Rights
Agreement, the Company is required to maintain the effectiveness
of the registration statement to which this Prospectus relates
for a minimum period of 36 calendar months from the date hereof
(which period may be extended under certain circumstances).
In accordance with the terms of the Registration Rights
Agreement and the Stockholders' Agreement, this Prospectus covers
sales and other dispositions (i) to a third party in a
transaction that complies with the volume and manner of sale
provisions contained in Rule 144(e) and (f) as in effect on the
Closing Date under the Securities Act of 1933 and (ii) to any
third party except in any case where the Selling Shareholder or
any of its Affiliates or Associates (as defined for purposes of
the Stockholders' Agreement) knows or, after commercially
reasonable inquiry should have known, that such third party
beneficially owns or, after giving effect to such sale will
beneficially own, more than 5% of the aggregate Voting Power of
the Voting Securities of the Parent. "Voting Power", when used in
reference to any class or series of securities of the Parent, is
the power of such class or series to vote for the election of
directors. "Voting Securities", when used in reference to any
person, are any securities of such person having Voting Power or
any securities of such person convertible into or exchangeable
for any securities having Voting Power. For purposes of
determining the percentage of Voting Power for any class or
series beneficially owned by any person, any securities not
outstanding which are subject to conversion rights, exchange
rights, rights, warrants, options or similar securities held by
such person shall be deemed to be outstanding for the purpose of
computing the percentage of outstanding securities of the class
or series beneficially owned by such person, but shall not be
deemed to be outstanding for the purpose of computing the
percentage of the class or series beneficially owned by any other
person.
Under the terms of the Registration Rights Agreement
and subject to certain conditions and limitations set forth
therein, the Company may determine that this Prospectus will not
be usable by Holders for reasonable periods of time not in excess
of 90 consecutive days (a "Blackout Period") if the Company (a)
determines in good faith that the registration and distribution
of the Common Stock (or use of this Prospectus) would interfere
with any pending financing, acquisition, corporate reorganization
or other corporate development involving the Company or any of
its subsidiaries (other than a matter covered by the next
sentence) or would require premature disclosure thereof, and (b)
promptly gives the Holders written notice thereof, such notice to
contain a general
statement of the reasons for the postponement or restriction on
use and an approximation of the anticipated delay. The Company
shall not be entitled to initiate a Blackout Period unless it
shall concurrently forbid purchases or sales in the open market
by senior executives of the Company. The aggregate number of days
included in all Blackout Periods during any consecutive twelve
months shall not exceed the aggregate of 180 days less the number
of days in such period during which the Company shall maintain in
effect a Holdback as described below. The Registration Rights
Agreement provides that, subject to certain conditions and
limitations set forth therein, the Company may require the
Holders to refrain from any public sale or distribution of the
Common Stock (a "Holdback") if the Company or the underwriters
for the Company determines that such transactions would adversely
affect an offering of Common Stock or certain related securities
by the Company.
The Common Stock may be offered for sale at prices and
on terms then prevailing on the securities exchanges where the
Common Stock is traded at prices related to such prices or at
negotiated prices. Such sales may be made on one or more
securities exchanges or in the over-the- counter market or
otherwise. Subject in all cases to the restrictions contained in
the Registration Rights Agreement and the Stockholders' Agreement
which are summarized above, the Common Stock may be sold by one
or more of the following means of distribution: (a) a block trade
in which the broker-dealer so engaged 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; (b)
purchases by a broker-dealer as principal and resale by such
broker-dealer for its own account pursuant to this Prospectus;
and (c) ordinary brokerage transactions and transactions in which
the broker solicits purchasers. 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 or other financial institutions.
In connection with such transactions, broker-dealers or other
financial institutions 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 or other financial institutions
which require the delivery to such broker-dealer or other
financial institution of the Common Stock offered hereby, which
Common Stock such broker-dealer or other financial institution,
subject to the Stockholders' Agreement, may resell pursuant to
this Prospectus (as supplemented or amended to reflect such
transaction). The Selling Shareholders may also pledge the shares
registered hereunder to a broker-dealer or other financial
institution and, upon a default, such broker-dealer or other
financial institution may, subject to the Stockholders'
Agreement, effect sales of the pledged Common Stock pursuant to
this Prospectus (as supplemented or amended to reflect such
transaction).
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.
In addition, any securities covered
by this Prospectus which qualify for sale pursuant to Rule 144
may be sold under Rule 144 rather than pursuant to this
Prospectus.
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, trustees,
partners, and controlling persons, and any agent or investment
advisor thereof 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 Ernst & Young 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 Ernst & Young 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 and combined entities 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.
The financial statements of Turner Broadcasting System,
Inc. 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........................................ $226,073
Printing and engraving expenses............................. 0*
Accounting fees ............................................ 25,000*
Legal fees.................................................. 87,500*
Qualification under state securities laws................... 8,500*
Miscellaneous............................................... 0*
--------
$347,073
- --------------------
* 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 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).
4.5 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).
4.6 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 (which was
previously filed with this Registration
Statement).
23.1 Consent of Ernst & Young LLP, Independent
Auditors.
23.2 Consent of Deloitte & Touche LLP, Independent
Auditors.
23.3 Consent of Arthur Andersen LLP, Independent
Public Accountants.
23.4 Consent of Deloitte & Touche LLP, Independent
Auditors.
23.5 Consent of Price Waterhouse LLP, Independent
Accountants.
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 (which is incorporated
herein by reference to Exhibit 24 to the
Company's Form S-3 Registration Statement
dated August 4, 1995 (File No. 33-61579)).
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 Amendment to the 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 20th day of December, 1995.
TIME WARNER INC.
By: /s/ Peter R. Haje
--------------------
Peter R. Haje
Executive Vice President
Pursuant to the requirements of the Securities Act of
1933, this Amendment to the Registration Statement (on Form S-3)
has been signed on the 20th day of December, 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
--------- -----
/s/ John A. LaBarca
------------------------
John A. LaBarca Vice President and Controller
*
------------------------
Merv Adelson Director
*
------------------------
Lawrence B. Buttenweiser Director
*
------------------------
Edward S. Finkelstein 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 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 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).
4.5 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).
4.6 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 (which was previously filed
with this Registration Statement).
23.1 Consent of Ernst & Young LLP, Independent
Auditors.
23.2 Consent of Deloitte & Touche LLP, Independent
Auditors.
23.3 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.4 Consent of Deloitte & Touche LLP, Independent
Auditors.
23.5 Consent of Price Waterhouse LLP, Independent
Accountants.
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 (which is incorporated herein *
by reference to Exhibit 24 to the Company's Form
S-3 Registration Statement dated August 4, 1995
(File No. 33-61579)).
- ---------------
* Previously filed with the Commission and incorporated in the
Registration Statement by reference.