-----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, ksG30S/NwmuHYegTVZ7OkZpL2S0SHdmGt2SK4OzOF4tF1n9DlmZQkSTzFduc0g+q ccp836KQzDz+vXUbt+Kk+Q== 0000736157-95-000004.txt : 19950515 0000736157-95-000004.hdr.sgml : 19950515 ACCESSION NUMBER: 0000736157-95-000004 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950214 EFFECTIVENESS DATE: 19950214 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIME WARNER INC CENTRAL INDEX KEY: 0000736157 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 131388520 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-57667 FILM NUMBER: 95510333 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 POS 1 POST EFFECTIVE AMENDMENT # 1 As filed with the Securities and Exchange Commission on February 14, 1995 Registration No. 33-57667 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO 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) PART II The purpose of this amendment is to include in the Exhibit Index a statement that was inadvertently omitted. II-2 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 February 14, 1995. TIME WARNER INC. By Richard J. Bressler Name: Richard J. Bressler Title: Senior Vice President, Finance Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on February 14, 1995 in the capacities indicated. Signature Title (i) Principal Executive Officer: * Director, Chairman of the Board and (Gerald M. Levin) Chief Executive Officer (ii) Principal Financial Officer: Richard J. Bressler Senior Vice President, Finance (Richard J. Bressler) (iii) Principal Accounting Officer: John A. LaBarca Vice President and Controller (John A. LaBarca) (iv) Directors: * (Merv Adelson) * (Lawrence B. Buttenwieser) II-3 * (Edward S. Finkelstein) * (Beverly Sills Greenough) * (Carla Hills) * (David T. Kearns) * (Henry Luce III) * (Reuben Mark) (Michael A. Miles) * (J. Richard Munro) * (Richard D. Parsons) * (Donald S. Perkins) * (Raymond S. Troubh) * (Francis T. Vincent) Constituting a majority of the Board of Directors *By Peter R. Haje (Peter R. Haje) (Attorney-in-Fact) *Pursuant to Powers of Attorney dated as of April 11, 1994 II-4 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. 1-8367) (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(TRADEMARK) 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 Qualifications of Series A Participating Cumulative Preferred Stock of the Registrant 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 Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-8637)). * * 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. II-5 EXHIBIT INDEX Exhibit Number Description Page 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 LLP, independent auditors. 23.2 Consent of Price Waterhouse LLP, independent accountants. 23.3 Consent of Thomas W. McEnerney, Esq. (included in Exhibit 5). 24.1 Powers of Attorney (which are incorporated herein by reference to Exhibit 24.1 to the Registrant's Registration Statement on Form S-8 (Registration No. 33-53213)). * * 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. II-6 -----END PRIVACY-ENHANCED MESSAGE-----