-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EVFVbZ2Q6x5mJT+GIimUzGsIkXdN64wKCGlz81EORIRfkDGNk/spBWOEFX4Y/jIH JqQbHfSiBC+l+WeAAzmSsw== 0000736157-96-000015.txt : 19960525 0000736157-96-000015.hdr.sgml : 19960525 ACCESSION NUMBER: 0000736157-96-000015 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19960524 EFFECTIVENESS DATE: 19960612 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 SEC ACT: 1933 Act SEC FILE NUMBER: 333-04493 FILM NUMBER: 96572210 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 FORM S-8 Registration No. 333- 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 (Address of Principal Executive Offices) (Zip Code) TIME WARNER 1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (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 Title of Maxium Proposed Securities Aggregate Maximum to be Amount to be Offering Price Aggregate Amount of Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee Common Stock, par value $1.00 per share(3) 250,000 $41.50 $10,375,000 $3,577.61 (1) This Registration Statement also relates to an indeterminate number of additional shares of Common Stock pursuant to anti-dilution and adjustment provisions of the above referenced plan. (2) Calculated pursuant to 457(c), based on the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange Composite Tape for May 21, 1996 on which day such average was $41.50. (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, 1995 (the "1995 Form 10-K"); 2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996; 3. The Registrant's Current Reports on Form 8-K dated January 4, 1996, March 22, 1996, March 25, 1996, April 2, 1996, April 4, 1996, April 11, 1996 (the "April 1996 8-K") and May 15, 1996 (the "May 1996 Form 8-K"); 4. 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 5. 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 and schedules of the Registrant and Time Warner Entertainment Company, L.P. appearing in the 1995 Form 10-K, the combined financial statements of the Time Warner Service Partnerships incorporated by reference therein, and the consolidated financial statements and schedule of Cablevision Industries Corporation as of December 31, 1995, and for the year then ended, which are incorporated herein and in the Prospectus relating hereto by reference to the May 1996 Form 8-K, have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports thereon included therein and incorporated herein by reference. Such consolidated financial statements and schedules are 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 Newhouse Broadcasting Cable Division of Newhouse Broadcasting Corporation and Subsidiaries as of July 31, 1994 and 1993, and for each of the three years in the period ended July 31, 1994, and the financial statements of Vision Cable Division of Vision Cable Communications, Inc. and Subsidiaries as of December 31, 1994 and 1993, and for each of the three years in the period ended December 31, 1994, which are incorporated herein and in the Prospectus relating hereto by reference to the May 1996 Form 8-K, have been audited by Ernst & Young LLP, independent auditors, set forth in their reports thereon included therein and incorporated herein by reference. Such financial statements are 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 Paragon Communications as of December 31, 1994 and 1993, and for each of the three years in the period ended December 31, 1994, which are incorporated herein and in the Prospectus relating hereto by reference to the 1995 Form 10-K, and the consolidated financial statements of Turner Broadcasting System, Inc. as of December 31, 1995 and 1994, and for the three years in the period ended December 31, 1995, are incorporated herein and to the Prospectus relating hereto by reference to the May 1996 Form 8-K, have been audited by Price Waterhouse LLP, independent accountants, as stated in their reports thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given upon the authority of such firm as experts in accounting and auditing. The consolidated financial statements of Cablevision Industries Corporation as of December 31, 1994, and for each of the two years in the period ended December 31, 1994, which are incorporated herein and in the Prospectus relating hereto by reference to the May 1996 Form 8-K, have been audited by Arthur Andersen LLP, Independent Public Accountants, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements have been incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The consolidated financial statements of KBLCOM Incorporated as of December 31, 1994 and 1993, and for each of the three years in the period ended December 31, 1994, which are incorporated herein and in the Prospectus relating hereto by reference to the May 1996 Form 8-K, have been audited by Deloitte & Touche LLP, Independent Auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements have been incorporated herein 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 have 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 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 1933; (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 thereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission 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 fide 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 in 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 May 24, 1996. TIME WARNER INC. By: Richard J. Bressler Name: Richard J. Bressler Title: Senior 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 May 24, 1996 in the capacities indicated. Signature Title (i) Principal Executive Officers: * Director, Chairman of the Board and (Gerald M. Levin) Chief Executive Officer * Director and President (Richard D. Parsons) (ii) Principal Financial Officer: Richard J. Bressler Senior Vice President and Chief (Richard J. Bressler Financial Officer (iii) Principal Accounting Officer: John A. LaBarca Vice President and Controller (John A. LaBarca) (iv) Directors: * (Merv Adelson) * (Lawrence B. Buttenwieser) * (Beverly Sills Greenough) * (Carla Hills) * (David T. Kearns) * (Reuben Mark) * (Michael A. Miles) * (J. Richard Munro) * (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 May 16, 1996 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 "June 1993 Form 10-Q")). * 4.2 Certificate of Ownership and Merger merging TWE Holdings Inc. into Time Warner Inc. as filed with the Secretary of State of the State of Delaware on October 13, 1993 (which is incorporated herein by reference to Exhibit 3.(i)(b) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-8637) (the "1993 Form 10-K")). * 4.3 Certificate of the Voting Powers, Designations, Preferences and Relative Participating, Optional and Other Special 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 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 Registrant as filed with the Secretary of State of the State of Delaware on May 1, 1995 (which is incorporated herein by reference to Exhibit 3.(i)(d) to the Registrant's 1995 Form 10-K"). * 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 Registrant as filed with the Secretary of State of the State of Delaware on July 6, 1995 (which is incorporated herein by reference to Exhibit 3.(i)(e) to the Registrant's 1995 Form 10-K). * Exhibit Number Description Page 4.6 Certificate of the Voting Powers, Designations, Preferences and Relative, Participating, Optional or Other Special Rights, and Qualifications, Limitations or Restrictions, of Series E Convertible Preferred Stock of the Registrant as filed with the Secretary of State of the State of Delaware on January 4, 1996 (which is incorporated herein by reference to Exhibit 3.(i)(f) to the Registrant's 1995 Form 10-K). * 4.7 Certificate of the Voting Powers, Designations, Preferences and Relative, Participating, Optional or Other Special Rights, and Qualifications, Limitations or Restrictions, of Series F Convertible Preferred Stock of the Registrant as filed with the Secretary of State of the State of Delaware on January 4, 1996 (which is incorporated herein by reference to Exhibit 3.(i)(g) to the Registrant's 1995 Form 10-K). * 4.8 Certificate of the Designations of Series G Convertible Preferred Stock of the Registrant as filed with the Secretary of State of the State of Delaware on September 5, 1995 (which is incorporated herein by reference to Exhibit 4(a) to the Registrant's Current Report on Form 8-K dated August 31, 1995 (the "August 1995 Form 8-K"). * 4.9 Certificate of Designations Series H Convertible Preferred Stock of the Registrant as filed with the Secretary of State of the State of Delaware on September 5, 1995 (which is incorporated herein by reference to Exhibit 4(b) to the Registrant's August 1995 Form 8-K). * 4.10 Certificate of Designations of Series I Convertible Preferred Stock of the Registrant as filed with the Secretary of State of the State of Delaware on October 2, 1995 (which is incorporated herein by reference to Exhibit 3.(i)(j) to the Registrant's 1995 Form 10-K). * 4.11 Certificate of the Voting Powers, Designations, Preferences and Relative, Participating, Optional or other Special Rights, and Qualifications, Limitations or Restrictions thereof, of 10 1/4% Series K Exchangeable Preferred Stock (which is incorporated herein by reference to Exhibit 4.1 to the Registrant's April 1996 Form 8-K). * 4.12 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 Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 1-8637)). * 4.13 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)). * 4.14 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). * 4.15 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 June 1993 Form 10-Q). * 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, with respect to Paragon Communications. 23.3 Consent of Price Waterhouse LLP, independent accountants, with respect to Turner Broadcasting System, Inc. 23.4 Consent of Arthur Andersen LLP, Independent Public Accountants. 23.5 Consent of Deloitte & Touche LLP, Independent Auditors. 23.6 Consent of Thomas W. McEnerney, Esq. (included in Exhibit 5). 24 Powers of Attorney dated May 16, 1996. EX-5 2 LEGAL OPINION AND CONSENT May 24, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 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 250,000 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 1996 Stock Option Plan for Non-Employee Directors (the "Plan") and an indeterminate amount of additional shares of Common Stock 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 purpose of this opinion, including (a) the Certificate of Incorporation and By-laws of the Company, (b) the Plan, (c) resolutions adopted by the Board of Directors of the Company and (d) the Registration Statement and related Prospectus. 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 Associate General Counsel and Vice President EX-23.1 3 E&Y CONSENT EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the references to our firm under the caption "Interests of Named Experts and Counsel" in the Registration Statement (Form S-8) and related Prospectus pertaining to the Time Warner Inc. ("Time Warner") 1996 Stock Option Plan for Non-Employee Directors for the registration of 250,000 shares of its common stock and to the incorporation by reference therein of (i) our reports dated February 6, 1996, with respect to the consolidated financial statements and schedules of Time Warner and Time Warner Entertainment Company, L.P., and our report dated March 3, 1995 with respect to the combined financial statements of the Time Warner Service Partnerships, incorporated by reference from Time Warner's Annual Report on Form 10-K for the year ended December 31, 1995, and (ii) our report dated March 8, 1996 with respect to the consolidated financial statements and schedule of Cablevision Industries Corporation and Subsidiaries, and our reports dated July 28, 1995, with respect to the financial statements of Newhouse Broadcasting Cable Division of Newhouse Broadcasting Corporation and Subsidiaries and Vision Cable Division of Vision Cable Communications, Inc. and Subsidiaries, incorporated by reference from Time Warner's Current Report on Form 8-K dated May 15, 1996, filed with the Securities and Exchange Commission. New York, New York Ernst & Young LLP May 21, 1996 EX-23.2 4 PW CONSENT EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Time Warner Inc., relating to the issuance of 250,000 shares of common stock issuable under the Director's Stock Option Plan, of our report on the Paragon Communications financial statements and schedule dated January 19, 1995, except as to Note 6, which is as of January 27, 1995, which appears on page F-82 of the Annual Report on Form 10-K of Time Warner Entertainment Company, L.P. for the year ended December 31, 1994, which is incorporated by reference in the Time Warner Inc. Annual Report on Form 10-K for the year ended December 31, 1994. We also consent to the reference to us under the heading "Interests of Named Experts and Counsel" in such Prospectus. PRICE WATERHOUSE LLP Denver, Colorado May 21, 1996 EX-23.3 5 EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Time Warner Inc.(the Registration Statement) of our report dated February 5, 1996, appearing on page 53 of Turner Broadcasting System, Inc.'s 1995 Annual Report to Shareholders, which is incorporated by reference in Turner Broadcasting System, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1995, which is incorporated by reference in the Current Report on Form 8-K of Time Warner Inc. dated May 15, 1996 which is incorporated by reference in the Registration Statement. We also consent to the reference to us under the heading "Interests of Named Experts and Counsel" in such Registration Statement. PRICE WATERHOUSE LLP Atlanta, Georgia May 21, 1996 EX-23.4 6 EXHIBIT 23.4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our reports and to all references to our Firm included in or made a part of this Registration Statement on Form S-8 for the Time Warner Inc. 1996 Stock Option Plan for Non-Employee Directors. ARTHUR ANDERSEN LLP Stamford, Connecticut May 23, 1996 EX-23.5 7 EXHIBIT 23.5 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Time Warner Inc. on Form S-8 dated May 22, 1996 of our report dated April 20, 1995, with respect to the consolidated financial statements of KBLCOM Incorporated appearing in the Form 8-K of Time Warner Inc. dated May 15, 1996, and to the reference to us under the heading "Experts and Counsel" in the Prospectus, which is part of such Registration Statement. DELOITTE & TOUCHE LLP Houston, Texas May 21, 1996 EX-24 8 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 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. 1996 Stock Option Plan for Non-Employee Directors, hereby constitutes and appoints RICHARD J. BRESSLER, PETER R. HAJE, TOD R. HULLIN, JOHN A. LABARCA, GERALD M. LEVIN, PHILIP R. LOCHNER JR. AND RICHARD D. PARSONS 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 16th day of May, 1996. (i) Principal Executive Officers: Gerald M. Levin, Director Chairman of the Board and Chief Executive Officer Richard D. Parsons Director and President (ii) Principal Financial Officer: Richard J. Bressler, Senior Vice President and Chief Financial Officer (iii) Principal Accounting Officer: John LaBarca, Vice President and Controller (iv) Directors: Merv Adelson Michael A. Miles Lawrence B. Buttenwieser J. Richard Munro Beverly Sills Greenough Donald S. Perkins Carla A. Hills Raymond S. Troubh David T. Kearns Francis T. Vincent Reuben Mark -----END PRIVACY-ENHANCED MESSAGE-----