-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, lCQowHbVpnCEqUGnbLkRdopLH83SewFOWgSWgxetN2rgnCSmVodQAmn9Fmok5wu6 5Q/0xiCuOt8+Wat8yOa39g== 0000736157-94-000010.txt : 19940425 0000736157-94-000010.hdr.sgml : 19940425 ACCESSION NUMBER: 0000736157-94-000010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940422 EFFECTIVENESS DATE: 19940511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIME WARNER INC CENTRAL INDEX KEY: 0000736157 STANDARD INDUSTRIAL CLASSIFICATION: 2721 IRS NUMBER: 131388520 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-53213 FILM NUMBER: 94523856 BUSINESS ADDRESS: STREET 1: TIME & LIFE BLDG ROCKFELLER CENTER STREET 2: 75 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124848000 FORMER COMPANY: FORMER CONFORMED NAME: TIME INC /DE/ DATE OF NAME CHANGE: 19890801 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on April 22, 1994 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 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 incorporation or organization) Identification Number) 75 Rockefeller Plaza New York, New York 10019 (Address of Principal Executive Offices)(Zip Code) TIME WARNER INC. 1994 STOCK OPTION PLAN (Full title of the Plan) Peter R. Haje, Esq. Executive Vice President and General Counsel Time Warner Inc. 75 Rockefeller Plaza New York, New York 10019 (Name and Address of agent for service) (212) 484-8000 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Maximum Title of Offering Aggregate Amount of Securities to Amount to be Price Per Offering Registration be Registered Registered (1) Share (2) Price (2) Fee Common Stock, par value $1.00 per share (3) 5,675,170 $37.89(2) $215,065,508 $74,161.04 (1) This Registration Statement also relates to an indeterminate number of additional shares of Common Stock issuable pursuant to anti-dilution and adjustment provisions of the above referenced plan. (2) Calculated pursuant to Rule 457(c) and (h), based on the price at which outstanding options to purchase shares of the Registrant's Common Stock registered hereby are exercisable and on the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange Composite Tape for April 19, 1994, on which day such average was $37.00, for the remainder of the shares registered hereby. (3) This Registration Statement also pertains to Rights to Purchase Series A Participating Cumulative Preferred Stock ("Rights") of the Registrant. Upon the occurrence of certain prescribed events, one Right will be issued for each share of Common Stock. Until the occurrence of such events, the Rights are not exercisable, will be evidenced by the certificates for the Common Stock and will be transferred along with and only with the Common Stock. PART II Item 3. Incorporation of Documents by Reference. The following documents filed with the Securities and Exchange Commission (the "Commission") by the Registrant (File No. 1-8637) pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are hereby incorporated by reference in this Registration Statement: 1. The Registrant's Annual Report on Form 10-K for the year ended December 31, 1993; 2. The Registrant's Current Report on Form 8-K dated January 20, 1994; 3. The description of the Registrant's Common Stock contained in Item 4 of its 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 from time to time; and 4. The description of the Registrant's Rights to purchase Series A Participating Cumulative Preferred Stock, par value $1.00 per share, contained in Item 1 of its Registration Statement on Form 8-A filed with the Commission on January 21, 1994 pursuant to Section 12(b) of the Exchange Act. All documents and reports subsequently filed by the Registrant pursuant to Sections 13(a) and (c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered hereby have been sold, or which deregisters all such securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents or reports. Any statement contained in a document incorporated or deemed to be incorporated by reference herein and to be a part hereof shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which 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 Registration Statement. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel. The consolidated financial statements of the Registrant and its subsidiaries for the year ended December 31, 1993, included in the Registrant's Annual Report on Form 10-K have been audited by Ernst & Young, independent auditors, as set forth in their report thereon included therein and incorporated herein and in the Prospectus related hereto by reference. Such consolidated financial statements are incorporated herein and in the Prospectus related hereto by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. Legal matters in connection with the Common Stock offered hereby has been passed upon for the Registrant by Thomas W. McEnerney, Vice President and Associate General Counsel of the Registrant, 75 Rockefeller Plaza, New York, New York 10019. Mr. McEnerney beneficially owns less than .1% of the Common Stock of the Registrant. Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law (the "DGCL") provides that a corporation may indemnify its 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 the Registrant's By-laws requires indemnification to the fullest extent permitted under Delaware law of any person who is or was a director or officer of the Registrant 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 Registrant or any predecessor of the Registrant or was serving at the request of the Registrant 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 Registrant, 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 Restated Certificate of Incorporation of the Registrant eliminates the liability of directors to the extent permitted by Section 102(b)(7). The foregoing statements are subject to the detailed provisions of Sections 145 and 102(b)(7) of the DGCL, Article VI of such By-laws and Section 1, Article X of such Restated Certificate of Incorporation, as applicable. The Registrant's Directors' and Officers' Liability and Reimbursement Insurance Policy is designed to reimburse the Registrant for any payments made by it pursuant to the foregoing indemnification. Such policy has coverage of $50,000,000. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this Registration Statement. Item 9. Undertakings. (a) The undersigned registrant 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 1993; (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; and (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 or Form S-8, and the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. (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) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 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 offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Registrant 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 Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City and State of New York, on April 22, 1994. TIME WARNER INC. By: /s/Bert W. Wasserman Name: Bert W. Wasserman Title: Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on April 22, 1994 in the capacities indicated. Signature Title (i) Principal Executive Officer: * (Gerald M. Levin) Director, Chairman of the Board, President and Chief Executive Officer (ii) Principal Financial Officer: /s/ Bert W. Wasserman (Bert W. Wasserman) Executive Vice President and Chief Financial Officer (iii) Principal Accounting Officer: /s/ David R. Haas (David R. Haas) Senior Vice President and Controller (iv) Directors: * (Merv Adelson) * (Lawrence B. Buttenwieser) * (Hugh F. Culverhouse) * (Edward S. Finkelstein) * (Beverly Sills Greenough) * (Carla Hills) * (David T. Kearns) * (Henry Luce III) * (Reuben Mark) * (J. Richard Munro) * (Richard D. Parsons) * (Donald S. Perkins) * (Raymond S. Troubh) * (Francis T. Vincent, Jr.) Constituting a majority of the Board of Directors *By: /s/ Bert W. Wasserman (Bert W. Wasserman) (Attorney-in-Fact) *Pursuant to Powers of Attorney dated as of April 11, 1994 EXHIBIT INDEX Exhibit Number Description Page 4.1 Restated Certificate of Incorporation of the Registrant, 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 Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993 (File No. 1-8637) (the "Second Quarter 1993 Form 10-Q")). * 4.2 Specimen certificate of Common Stock, par value $1.00 per share, of the Registrant (which is incorporated herein by reference to Exhibit 4.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 (File No. 1-8637)). * 4.3 Indenture dated as of March 15, 1993 between the Registrant and Chemical Bank, as Trustee, relating to the 8 3/4% Convertible Subordinated Debentures due 2015 of the Registrant (which is incorporated herein by reference to Exhibit 4.4 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 1-8637) (the "1992 Form 10-K")). * 4.4 Specimen Certificate of the Registrant's 8 3/4% Convertible Subordinated Debentures due 2015 (which is incorporated herein by reference to Exhibit 4.5 to the 1992 Form 10-K). * 4.5 First Supplemental Indenture dated as of June 15, 1993, between the Registrant and Chemical Bank, as Trustee, to the Indenture dated as of January 15, 1993, between the Registrant and Chemical Bank, as Trustee, including as Exhibit A the form of Liquid Yield Option Note) due 2013 (which is incorporated herein by reference to Exhibit 4 to the Second Quarter 1993 Form 10-Q). * 4.6 By-laws of the Registrant, as amended through March 18, 1993 (which is incorporated herein by reference to Exhibit 3.4 to the Registrant's 1992 Form 10-K). * 4.7 Certificate of the Voting Powers, Designations, Preferences and Relative Participating, Optional and Other Rights and Qualifi- cations of Series A Participating Cumulative Preferred Stock of the Registrant as filed with the Secretary of State of the Sate of Delaware on January 26, 1994 (which is incorporated herein by reference to Exhibit 3.(i)(c) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-8637)). * 4.8 Rights Agreement dated as of January 20, 1994 between the Registrant and Chemical Bank, as Rights Agent (which is incorporated herein by reference to Exhibit 4(a) to the Registrant's Current Report on Form 8-K dated January 20, 1994). * 5. Opinion of Thomas W. McEnerney, Esq. regarding the legality of the securities being registered. 23.1 Consent of Ernst & Young, independent auditors. 23.2 Consent of Thomas W. McEnerney, Esq. (included in Exhibit 5). 24.1 Powers of Attorney dated as of April 11, 1994. * Incorporated by reference. The Registrant hereby agrees to furnish to the Securities and Exchange Commission at its request copies of long-term debt instruments defining the rights of holders of the Registrant's outstanding long-term debt that are not required to be filed herewith. EX-23.1 2 CONSENT OF AUDITORS EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Interests of Named Experts and Counsel" in the Registration Statement (Form S-8) and the related Prospectus pertaining to the Time Warner Inc. 1994 Stock Option Plan for the registration of 5,675,170 shares of its common stock and to the incorporation by reference therein of our report dated February 4, 1994, with respect to the consolidated financial statements and schedules of Time Warner Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1993, filed with the Securities and Exchange Commission. ERNST & YOUNG New York, New York April 21, 1994 EX-5 3 OPINION LETTER EXHIBIT 5 April 21, 1994 Securities and Exchange Commission 450 Fifth Street, NW Washington, DC 20549 Re: Time Warner Inc. Form S-8 Registration Statement Gentlemen: I am an Associate General Counsel and Vice President of Time Warner Inc., a Delaware corporation (the "Company"), and I am delivering this opinion in connection with a Registration Statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the registration of 5,675,170 shares of Common Stock, par value $1.00 per share, and associated Rights to Purchase Series A Participating Cumulative Preferred Stock, par value $1.00 per share (collectively referred to as the "Common Stock"), of the Company issuable pursuant to the terms of the Time Warner Inc. 1994 Stock Option Plan (the "Plan") and an indeterminate number of additional shares of Common Stock issuable pursuant to anti-dilution provisions of the Plan. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records of the Company and other instruments as I have deemed necessary for the purposes of this opinion, including (a) the Certificate of Incorporation and By-laws of the Company, (b) the Plan, (c) resolution adopted by the Board of Directors of the Company and (d) the Registration Statement. Based upon the foregoing, I am of the opinion that the shares of Common Stock issuable pursuant to the terms of the Plan have been duly authorized and, when sold pursuant to the terms of the Plan, will be duly and validly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, Thomas W. McEnerney EX-24.1 4 POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned officers and directors of TIME WARNER INC., a Delaware corporation (the "Corporation"), which will file or has filed with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, one or more Registration Statements on Form S-8 or any other appropriate form for the registration under said Act of shares of Common Stock ($1.00 par value per share), and associated rights to purchase Series A Participating Cumulative Preferred Stock, in connection with the Time Warner Inc. 1994 Stock Option Plan, hereby constitutes and appoints DAVID R. HAAS, PETER R. HAJE, TOD R. HULLIN, GERALD M. LEVIN, PHILIP R. LOCHNER, JR. AND BERT W. WASSERMAN and each of them, his or her true and lawful attorneys- in-fact and agents, with full power to act without the others, for him or her and in his or her name, place and stead, in any and all capacities, to sign one or more Registration Statements and any and all amendments and post-effective amendments thereto, with power where appropriate to affix the corporate seal of the Corporation thereto and to attest said seal, and to file any such Registration Statement and any such amendment and post-effective amendment, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her name as of the 11th day of April, 1994. (i) Principal Executive Officer: /s/ Gerald M. Levin Gerald M. Levin, Director Chairman of the Board, President and Chief Executive Officer (ii) Principal Financial Officer: /s/ Bert W. Wasserman Bert W. Wasserman, Executive Vice President and Chief Financial Officer (iii) Principal Accounting Officer: /s/ David R. Hass David R. Haas, Senior Vice President and Controller (iv) Directors: /s/ Merv Adelson /s/ Henry Luce III Merv Adelson Henry Luce III /s/ Lawrence B. Buttenwieser /s/ Reuben Mark Lawrence B. Buttenwieser Reuben Mark /s/ Hugh F. Culverhouse /s/ J. Richard Munro Hugh F. Culverhouse J. Richard Munro /s/ Edward S. Finkelstein /s/ Richard D. Parsons Edward S. Finkelstein Richard D. Parsons /s/ Beverly Sills Greenough /s/ Donald S. Perkins Beverly Sills Greenough Donald S. Perkins /s/ Carla A. Hills /s/ Raymond S. Troubh Carla A. Hills Raymond S. Troubh /s/ David T. Kearns /s/ Francis T. Vincent, Jr. David T. Kearns Francis T. Vincent, Jr. -----END PRIVACY-ENHANCED MESSAGE-----