-----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, TzArnO00k8tlJiIAJMBh3FAMogpmMcDKsBMltzCqIQYTW4djywhr3UzI2jkXV4+0 pZ4JvTroBMSUAqA0ZGIk5A== 0000950117-95-000197.txt : 19950606 0000950117-95-000197.hdr.sgml : 19950606 ACCESSION NUMBER: 0000950117-95-000197 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 9 REFERENCES 429: 033-57812 FILED AS OF DATE: 19950605 SROS: AMEX 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-50237 FILM NUMBER: 95545111 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 POS AM 1 TIME WARNER S-3, PEA #1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 1995 REGISTRATION NO. 33-50237 ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ POST-EFFECTIVE AMENDMENT NO. 1 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 13-1388520 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION)
75 ROCKEFELLER PLAZA NEW YORK, N.Y. 10019 (212) 484-8000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ PETER R. HAJE EXECUTIVE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL TIME WARNER INC. 75 ROCKEFELLER PLAZA NEW YORK, N.Y. 10019 (212) 484-8000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ COPIES TO: WILLIAM P. ROGERS, JR. FAITH D. GROSSNICKLE CRAVATH, SWAINE & MOORE SHEARMAN & STERLING WORLDWIDE PLAZA 599 LEXINGTON AVENUE 825 EIGHTH AVENUE NEW YORK, N.Y. 10022 NEW YORK, N.Y. 10019-7415 (212) 848-8015 (212) 474-1270
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement as determined by market conditions. 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. [ ] 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. [ ] ------------------------ CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE AGGREGATE TITLE OF EACH CLASS OF AGGREGATE AMOUNT TO BE OFFERING OFFERING SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT PRICE(1) Convertible Debt Securities; Debt Securities; Common Stock Warrants(2); and Common Stock(3).... $1,200,000,000(4) (4) $1,200,000,000 AMOUNT OF TITLE OF EACH CLASS OF REGISTRATION SECURITIES TO BE REGISTERED FEE Convertible Debt Securities; Debt Securities; Common Stock Warrants(2); and Common Stock(3).... $375,000(4)(5)
(1) United States dollars or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies. (2) The Common Stock Warrants will be sold as units with Debt Securities. (3) Includes such presently indeterminate number of shares which may be issuable from time to time upon conversion or exchange of the Convertible Debt Securities or exercise of the Common Stock Warrants registered hereunder. (4) The aggregate offering price per unit has been omitted pursuant to Securities Act Release No. 6964. The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act of 1933. The aggregate amount registered reflects the offering price rather than the principal amount of any Debt Securities issued at a discount. (5) Previously paid. ------------------------ 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. PURSUANT TO RULE 429 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT IS A COMBINED PROSPECTUS WHICH ALSO RELATES TO REGISTRATION STATEMENT NO. 33-57812, PREVIOUSLY FILED BY THE REGISTRANT ON FORM S-3. THIS POST-EFFECTIVE AMENDMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 2 WITH RESPECT TO THE REGISTRANT'S REGISTRATION STATEMENT NO. 33-57812, AND SUCH POST-EFFECTIVE AMENDMENT SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY WITH THE EFFECTIVENESS OF THIS POST-EFFECTIVE AMENDMENT IN ACCORDANCE WITH SECTION 8(c) OF THE SECURITIES ACT OF 1933. ________________________________________________________________________________ SUBJECT TO COMPLETION, DATED JUNE 5, 1995 PROSPECTUS TIME WARNER INC. Debt Securities Convertible Debt Securities Debt Securities with Common Stock Warrants Time Warner Inc. (the 'Company') may offer from time to time its (i) notes, debentures or other evidences of indebtedness ('Debt Securities'), which may be (ii) convertible into shares of the Company's Common Stock, par value $1.00 per share (the 'Common Stock'), or other securities or other property ('Convertible Debt Securities') or (iii) may be accompanied by warrants ('Common Stock Warrants') to purchase Common Stock ('Debt Securities with Common Stock Warrants'), having an aggregate initial public offering price of $1,800,581,550 (including the U.S. dollar equivalent of securities for which the initial public offering price is denominated in one or more foreign currencies or composite currencies). The Debt Securities (including any Convertible Debt Securities), Common Stock Warrants, and the Common Stock underlying any such Convertible Debt Securities or Debt Securities with Common Stock Warrants (collectively, the 'Offered Securities') may be offered in one or more series in amounts, at prices and on terms determined at the time of sale and set forth in a supplement to this Prospectus (a 'Prospectus Supplement'). Unless otherwise specified in an accompanying Prospectus Supplement, the Debt Securities will be senior securities of the Company, ranking equally with all other unsubordinated and unsecured indebtedness of the Company. The net proceeds from the sale of Offered Securities will be used to repurchase, redeem or otherwise repay indebtedness of the Company, unless otherwise set forth in the Prospectus Supplement. See 'Use of Proceeds'. The specific terms of the Offered Securities in respect of which this Prospectus is being delivered will be set forth in an accompanying Prospectus Supplement, including, where applicable, (i) in the case of Debt Securities, the specific designation, aggregate principal amount, currency, denomination, maturity (which may be fixed or extendible), priority, interest rate or rates (or manner of calculation thereof), if any, time of payment of interest, if any, terms for any redemption or repayment at the option of the Company or the holder or for any sinking fund payments, terms for any conversion or exchange (including the terms relating to the adjustment thereof), the initial public offering price and any other specific terms of such Debt Securities, and (ii) in the case of Common Stock Warrants included in any Debt Securities with Common Stock Warrants, the duration, offering price, exercise price, detachability and any other specific terms thereof. The Prospectus Supplement will also contain information, where applicable, about certain United States Federal income tax considerations relating to, and any listing on a securities exchange of, the Offered Securities covered by the Prospectus Supplement. The Debt Securities and Common Stock Warrants may be issued only in registered form, including in the form of one or more global securities ('Global Securities'), unless otherwise set forth in the Prospectus Supplement. ------------------------ 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 Offered Securities may be offered directly, through agents designated from time to time or through dealers or underwriters. If any agents of the Company or any dealers or underwriters are involved in the offering of the Offered Securities in respect of which this Prospectus is being delivered, the names of such agents, dealers or underwriters and any applicable commissions or discounts will be set forth in the Prospectus Supplement. The net proceeds to the Company from such sale will also be set forth in the Prospectus Supplement. ------------------------ THE DATE OF THIS PROSPECTUS IS JUNE , 1995. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. IN CONNECTION WITH THE OFFERING OF CERTAIN SECURITIES, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE OFFERED SECURITIES OFFERED HEREBY OR OTHER SECURITIES OF THE COMPANY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. ------------------------ 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'). Reports, proxy statements and other information filed by the Company with the Commission pursuant to the informational requirements of the Exchange Act may be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's regional offices located at Seven World Trade Center, 13th Floor, New York, New York 10048; and Northwestern Atrium Center, 500 West Madison Street (Suite 1400), Chicago, Illinois 60661; and copies of such material may be obtained from the Public Reference Section of the Commission, Washington, D.C. 20549, at prescribed rates. Such reports, proxy statements and other information may also be inspected at the offices of the New York Stock Exchange, Inc. ('NYSE'), 20 Broad Street, New York, New York, and the Pacific Stock Exchange ('PSE'), 301 Pine Street, San Francisco, California, on which one or more of the Company's securities are listed. This Prospectus constitutes a part of a Registration Statement filed by the Company with the Commission under the Securities Act of 1933, as amended (the 'Securities Act'). This Prospectus omits certain of the information contained in the Registration Statement in accordance with the rules and regulations of the Commission. Reference is hereby made to the Registration Statement and related exhibits for further information with respect to the Company and the Offered Securities. Statements contained herein concerning the provisions of any document 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 or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. INFORMATION INCORPORATED BY REFERENCE The Company incorporates herein by reference the following documents filed with the Commission (File No. 1-8637) pursuant to the Exchange Act: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995. (c) The Company's Current Reports on Form 8-K dated January 26, 1995, February 6, 1995, April 1, 1995 and May 30, 1995. (d) The description of the Company's Common Stock contained in Item 4 of the Company's Registration Statement on Form 8B filed with the Commission on December 8, 1983, pursuant to Section 12(b) of the Exchange Act, as amended from time to time. (e) The description of the rights issued to stockholders of the Company pursuant to the Rights Agreement, dated as of January 20, 1994, between the Company and Chemical Bank, as Rights Agent, contained in Item 1 of the Company's Registration Statement on Form 8-A filed with the Commission on January 24, 1994. All documents and reports subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering of the Offered Securities shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. 2 Any statement contained herein or 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 or any Prospectus Supplement 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 or any Prospectus Supplement. The Company will furnish without charge to each person, including any beneficial owner, to whom this Prospectus and the accompanying Prospectus Supplement are delivered, upon the written or oral request of such person, a copy of any or all the documents incorporated herein by reference, other than exhibits to such documents unless such exhibits are specifically incorporated by reference in such documents, and any other documents specifically identified herein as incorporated by reference into the Registration Statement to which this Prospectus relates or into such other documents. Requests should be addressed to: Shareholder Relations, Time Warner Inc., 75 Rockefeller Plaza, New York, New York 10019; telephone: (212) 484-6971. TIME WARNER INC. 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 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. As used in this Prospectus, the term the 'Company' refers to Time Warner Inc. and its subsidiaries and divisions, and includes, unless the context otherwise indicates, Time Warner Entertainment Company, L.P. ('TWE'). The Company is the largest media and entertainment company in the world. Its businesses are carried on in three principal groups: Publishing, Music and Entertainment. The Publishing group consists principally of the publication and distribution of magazines and books; the Music group consists principally of the production and distribution of recorded music and the ownership and administration of music copyrights; and the Entertainment group consists principally of the production and distribution of motion pictures and television programming, the distribution of videocassettes, the ownership and operation of retail stores and theme parks, the production and distribution of pay television and cable programming, and the operation of cable television systems. These businesses are conducted throughout the world through numerous wholly owned, and in certain cases less than wholly owned, subsidiaries and affiliates. TWE was formed as a Delaware limited partnership in 1992 and owns and operates substantially all of the Entertainment group businesses, and certain other businesses, previously owned and operated by the Company. Certain wholly owned subsidiaries of the Company (the 'Time Warner General Partners') collectively own 63.27% pro rata priority capital and residual equity interests in TWE and wholly owned subsidiaries of ITOCHU Corporation, Toshiba Corporation and U S West, Inc. own pro rata priority capital and residual equity interests in TWE of 5.61%, 5.61% and 25.51%, respectively. In addition, the Time Warner General Partners own priority capital interests senior and junior to the pro rata priority capital interests. The Company is a holding company and its assets consist primarily of investments in its subsidiaries and TWE. The Company's ability to service its indebtedness, including the Debt Securities, is dependent primarily upon the earnings of its subsidiaries and TWE and the distribution or other payment of such earnings to the Company. See 'Holding Company Structure'. 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. RECENT DEVELOPMENTS As summarized below and more fully described in the Company's Current Report on Form 8-K dated May 30, 1995, the Company has recently entered into or consummated a number of transactions to acquire, operate or dispose of cable television systems and certain other assets. These transactions 3 will, among other things, result in the acquisition of cable systems by subsidiaries of the Company serving approximately 2.2 million subscribers and a 50% interest in Paragon Communications ('Paragon'), which serves 967,000 subscribers (the other 50% interest in Paragon is already owned by TWE). The Company (i) closed on May 2, 1995 its acquisition of Summit Communications Group, Inc. ('Summit'); (ii) agreed on January 26, 1995 to acquire KBLCOM Incorporated ('KBLCOM'), a subsidiary of Houston Industries Incorporated; and (iii) agreed on February 6, 1995 to acquire Cablevision Industries Corporation ('CVI') and related companies (collectively, the 'Acquisitions'). To acquire Summit, the Company issued approximately 1.55 million shares of Common Stock, and approximately 3.26 million shares of a new convertible preferred stock ('Series C Preferred Stock') and assumed or incurred $146 million of indebtedness. To acquire KBLCOM, the Company will issue one million shares of Common Stock and 11 million shares of a new convertible preferred stock ('Series D Preferred Stock') and assume or incur approximately $1.3 billion of indebtedness, including $111 million of the Company's allocable share of Paragon's indebtedness. To acquire CVI and its related companies, the Company will issue 2.5 million shares of Common Stock and 6.5 million shares of new convertible preferred stock (3.25 million shares of Series E Preferred Stock and 3.25 million shares of Series F Preferred Stock) and assume or incur approximately $2 billion of debt of CVI and its related companies. On April 1, 1995 TWE and Advance/Newhouse Partnership ('Advance/Newhouse'), a New York general partnership between Newhouse Broadcasting Corporation and a wholly-owned subsidiary of Advance Publications, Inc., formed a New York general partnership known as Time Warner Entertainment-Advance/Newhouse Partnership (the 'TWE-A/N Partnership'), in which TWE owns a two-thirds equity interest and is the managing partner. The TWE-A/N Partnership was formed to own and operate cable television systems (or interests therein) serving approximately 4.5 million subscribers and certain foreign cable investments and programming investments (the 'TWE-A/N Transaction'). TWE (i) agreed on April 17, 1995, subject to certain conditions, to recapitalize Six Flags Entertainment Corporation ('Six Flags'), sell 51% of its interest therein and grant certain licenses to Six Flags and (ii) announced on May 18, 1995 the sale of 15 of its unclustered cable television systems serving approximately 144,000 subscribers (the 'Asset Sale Transactions'). The Company and TWE are currently in negotiations with an administrative agent for a bank syndicate regarding a five-year revolving credit facility (the 'New Credit Agreement') expected to be executed in July 1995, pursuant to which TWE, the TWE-A/N Partnership and a wholly owned subsidiary of the Company will be borrowers. The New Credit Agreement will enable such entities to refinance certain indebtedness assumed from the companies acquired or to be acquired in the Acquisitions, to refinance existing indebtedness of TWE and to finance the ongoing working capital, capital expenditure and other corporate needs of each borrower (the '1995 Debt Refinancing'). For a discussion of the Acquisitions, the TWE-A/N Transaction, the Asset Sale Transactions and the 1995 Debt Refinancing reference is made to the Company's Current Report on Form 8-K dated May 30, 1995. RATIO OF EARNINGS TO FIXED CHARGES The ratio of earnings to fixed charges for the Company is set forth below for the periods indicated. For periods in which earnings before fixed charges were insufficient to cover fixed charges, the amount of coverage deficiency (in millions), instead of the ratio, is disclosed. The historical ratios of earnings to fixed charges for all periods after 1992 reflect the deconsolidation of the Entertainment Group, principally TWE, effective January 1, 1993. The historical ratios of earnings to fixed charges for 1992 and periods prior to such date have not been changed; however, a ratio of earnings to fixed charges for 1992 retroactively reflecting the deconsolidation is presented as supplementary information under the column heading 'restated' to facilitate comparative analysis. The historical ratio of earnings to fixed charges for 1993 reflects the issuance of $6.1 billion of long-term debt and the use of $500 million of cash and equivalents in 1993 for the exchange or redemption of preferred stock having an aggregate liquidation preference of $6.4 billion. The historical ratio of 4 earnings to fixed charges for 1992 reflects the capitalization of TWE on June 30, 1992 and associated refinancings, and the acquisition of the 18.7% minority interest in American Television and Communications Corporation as of June 30, 1992, using the purchase method of accounting for business combinations. The pro forma coverage deficiencies for the three months ended March 31, 1995 and the year ended December 31, 1994 give effect to the Acquisitions, TWE-A/N Transaction, 1995 Debt Refinancing and Asset Sale Transactions as if such transactions had occurred at the beginning of such periods. Such pro forma information should be read in conjunction with the pro forma consolidated condensed financial statements contained in the Company's Current Report on Form 8-K dated May 30, 1995 and incorporated herein by reference. Such pro forma amounts are presented for informational purposes only and are not necessarily indicative of the actual ratio or coverage deficiency that would have occurred if such transactions had been consummated as of the dates indicated, nor are they necessarily indicative of future results.
THREE MONTHS ENDED MARCH 31, YEARS ENDED DECEMBER 31, - ------------------------ ------------------------------------------------------------------------------------------------- PRO FORMA HISTORICAL PRO FORMA HISTORICAL HISTORICAL RESTATED HISTORICAL HISTORICAL HISTORICAL - --------- ---------- --------- ---------- ---------- -------- ---------- ---------- ---------- 1995 1995 1994 1994 1993 1992 1992 1991 1990 - --------- ---------- --------- ---------- ---------- -------- ---------- ---------- ----- $ (18) 1.0x $(73) 1.1x 1.1x 1.4x 1.4x 1.1x $(101)
For purposes of computing the ratio of earnings to fixed charges, earnings were calculated by adding pretax income, interest expense, previously capitalized interest amortized to expense, the portion of rents representative of an interest factor, the Company's proportionate share of such items for its partially-owned subsidiaries and 50%-owned companies, and undistributed losses of less-than-50%-owned companies. Fixed charges consist of interest expense, interest capitalized, the portion of rents representative of an interest factor and the Company's proportionate share of such items for its partially-owned subsidiaries and 50%-owned companies. Pro forma and historical fixed charges for the three months ended March 31, 1995 and the year ended December 31, 1994 include noncash interest expense of $57 million and $219 million, respectively, relating to the Company's Redeemable Reset Notes due 2002 and its Liquid Yield Option Notes due 2012 and 2013. USE OF PROCEEDS Except as otherwise set forth in the Prospectus Supplement, the net proceeds to the Company from the sale of Offered Securities will be used to repurchase, redeem or otherwise repay indebtedness of the Company. Additional information on the use of net proceeds from the sale of any particular Offered Securities will be set forth in the Prospectus Supplement relating to such Offered Securities. DESCRIPTION OF THE DEBT SECURITIES GENERAL The following description of the terms of the Debt Securities sets forth certain general terms and provisions of the Debt Securities to which any Prospectus Supplement may relate. The particular terms of any Debt Securities and the extent, if any, to which such general provisions will not apply to such Debt Securities will be described in the Prospectus Supplement relating to such Debt Securities. The Debt Securities will be issued from time to time in series under an Indenture dated as of January 15, 1993 (the 'Indenture'), between the Company and Chemical Bank (the 'Trustee'), as Trustee. The statements set forth below are brief summaries of certain provisions contained in the Indenture, which summaries do not purport to be complete and are qualified in their entirety by reference to the Indenture, a copy of which is an exhibit to the Registration Statement of which this Prospectus is a part. Numerical references in parentheses below are to articles or sections of the Indenture. Wherever defined terms are used but not defined herein, such terms shall have the meanings assigned to them in the Indenture, it being intended that such referenced articles and sections of the Indenture and such defined terms shall be incorporated herein by reference. 5 The Indenture does not limit the amount of Debt Securities which may be issued thereunder and Debt Securities may be issued thereunder up to the aggregate principal amount which may be authorized from time to time by the Company. Any such limit applicable to a particular series will be specified in the Prospectus Supplement relating to that series. Reference is made to the Prospectus Supplement for the following terms of each series of Debt Securities in respect to which this Prospectus is being delivered: (i) the designation, date, aggregate principal amount, currency or currency unit of payment and authorized denominations of such Debt Securities; (ii) initial public offering price or prices of the Convertible Debt Securities or Debt Securities with Common Stock Warrants and any discounts or commissions paid to underwriters, dealers or agents in connection therewith; (iii) the date or dates on which such Debt Securities will mature (which may be fixed or extendible); (iv) the rate or rates (or manner of calculation thereof), if any, per annum at which such Debt Securities will bear interest; (v) the dates, if any, on which such interest will be payable; (vi) the terms, if any, on which such Debt Securities may be converted into or exchanged for Common Stock or other securities or property, any specific terms relating to the adjustment thereof and the period during which such Debt Securities may be so converted or exchanged; (vii) the terms of any mandatory or optional redemption (including any sinking, purchase or analogous fund) and any purchase at the option of holders (including whether any such purchase may be paid in cash, Common Stock or other securities or property); (viii) whether such Debt Securities are to be issued in the form of Global Securities and, if so, the identity of the Depository with respect to such Global Securities; and (ix) any other specific terms. Unless otherwise set forth in the Prospectus Supplement, interest on outstanding Debt Securities will be paid to holders of record on the date which is 15 days prior to the date such interest is to be paid. Unless otherwise specified in the Prospectus Supplement, Debt Securities will be issued in fully registered form only and in denominations of $1,000 and integral multiples thereof. Unless otherwise specified in the Prospectus Supplement, the principal amount of the Debt Securities will be payable at the corporate trust office of the Trustee in New York, New York. The Debt Securities may be presented for transfer or exchange at such office unless otherwise specified in the Prospectus Supplement, subject to the limitations provided in the Indenture, without any service charge, but the Company may require payment of a sum sufficient to cover any tax or other governmental charges payable in connection therewith. (Section 305) RANKING Unless otherwise specified in a Prospectus Supplement for a particular series of Debt Securities, all series of Debt Securities will be senior indebtedness of the Company and will be direct, unsecured obligations of the Company, ranking on a parity with all other unsecured and unsubordinated indebtedness of the Company. The Company is a holding company and the Debt Securities will be effectively subordinated to all existing and future liabilities, including indebtedness, of the Company's subsidiaries. See 'Holding Company Structure'. COVENANTS OF THE COMPANY LIMITATION ON MERGER, CONSOLIDATION AND CERTAIN SALES OF ASSETS. The Indenture provides that the Company will not merge or consolidate with or into, or convey or transfer its property substantially as an entirety to, any person unless (a) the successor is organized and existing under the laws of the United States or any State or the District of Columbia, (b) the successor assumes the Company's obligations under the Indenture and the Debt Securities issued under the Indenture on the same terms and conditions and (c) immediately after giving effect to such transaction, there is no default under the Indenture. (Section 801) Any additional covenants pertaining to a series of Debt Securities will be set forth in a Prospectus Supplement relating to such series of Debt Securities. Other than as may be specified in a Prospectus Supplement relating to a series of Debt Securities, the Indenture as it pertains to Convertible Debt Securities or Debt Securities with Common Stock Warrants does not contain any covenants or other 6 provisions designed to afford holders of the Debt Securities protection in the event of a recapitalization or highly leveraged transaction involving the Company. DEFEASANCE The Indenture provides that the Company, at its option, (a) will be Discharged from any and all obligations in respect of any series of Debt Securities (except in each case for certain obligations to register the transfer or exchange of Debt Securities, replace stolen, lost or mutilated Debt Securities, maintain paying agencies and hold moneys for payment in trust) or (b) need not comply with the covenant described above under 'Limitation on Merger, Consolidation and Certain Sales of Assets' and any other restrictive covenant described in a Prospectus Supplement relating to such series of Debt Securities, and certain Events of Default (other than those arising out of the failure to pay interest or principal on the Debt Securities of a particular series and certain events of bankruptcy, insolvency and reorganization) will no longer constitute Events of Default with respect to such series of Debt Securities, in each case if the Company deposits with the applicable Trustee, in trust, money or the equivalent in securities of the government which issued the currency in which the Debt Securities are denominated or government agencies backed by the full faith and credit of such government, or a combination thereof, which through the payment of interest thereon and principal thereof in accordance with their terms will provide money in an amount sufficient to pay all the principal (including any mandatory sinking fund payments) of, and interest on, such series on the dates such payments are due in accordance with the terms of such series. To exercise any such option, the Company is required, among other things, to deliver to the Trustee an opinion of counsel to the effect that (i) the deposit and related defeasance would not cause the holders of such series to recognize income, gain or loss for Federal income tax purposes and, in the case of a Discharge pursuant to clause (a), accompanied by a ruling to such effect received from or published by the United States Internal Revenue Service and (ii) the creation of the defeasance trust will not violate the Investment Company Act of 1940. In addition, the Company is required to deliver to the Trustee an Officers' Certificate stating that such deposit was not made by the Company with the intent of preferring the holders over other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others. (Article 4) EVENTS OF DEFAULT, NOTICE AND WAIVER The Indenture provides that, if an Event of Default specified therein with respect to any series of Debt Securities issued thereunder shall have happened and be continuing, either the Trustee thereunder or the holders of 25% in aggregate principal amount of the outstanding Debt Securities of such series (or 25% in aggregate principal amount of all outstanding Debt Securities under the Indenture, in the case of certain Events of Default affecting all series of Debt Securities under the Indenture) may declare the principal of all the Debt Securities of such series to be due and payable. (Section 502) Events of Default in respect of any series are defined in the Indenture as being: (i) default for 30 days in payment of any interest installment with respect to such series; (ii) default in payment of principal of, or premium, if any, on, or any sinking fund or analogous payment with respect to, Debt Securities of such series when due at their stated maturity, by declaration or acceleration, when called for redemption or otherwise; (iii) default for 90 days after notice to the Company by the Trustee thereunder or by holders of 25% in aggregate principal amount of the outstanding Debt Securities of such series in the performance of any covenant in such Indenture with respect to Debt Securities of such series; (iv) failure to pay when due, upon final maturity or upon acceleration, the principal amount of any indebtedness for money borrowed of the Company in excess of $50 million, if such indebtedness is not discharged, or such acceleration annulled, within 60 days after written notice; and (v) certain events of bankruptcy, insolvency and reorganization with respect to the Company or any subsidiary which is organized under the laws of the United States or any political subdivision thereof in which the Company's loans, advances or other investments in such subsidiary exceed 10% of the Company's consolidated net worth. (Section 501 and Form of the Senior Security) 7 Any additions, deletions or other changes to the Events of Default which will be applicable to a series of Debt Securities will be described in the Prospectus Supplement relating to such series of Debt Securities. The Indenture provides that the Trustee thereunder will, within 90 days after the occurrence of a default with respect to the Debt Securities of any series, give to the holders of the Debt Securities of such series notice of all uncured and unwaived defaults known to it; provided that, except in the case of default in the payment of principal of, premium, if any, or interest, if any, on any of the Debt Securities of such series, the Trustee thereunder will be protected in withholding such notice if it in good faith determines that the withholding of such notice is in the interests of the holders of the Debt Securities of such series. The term 'default' for the purpose of this provision means the happening of any of the Events of Default specified above, except that any grace period or notice requirement is eliminated. (Section 602) The Indenture contains provisions entitling the Trustee, subject to the duty of the Trustee during an Event of Default to act with the required standard of care, to be indemnified by the holders of the Debt Securities before proceeding to exercise any right or power under the Indenture at the request of holders of the Debt Securities. (Section 603) The Indenture provides that the holders of a majority in aggregate principal amount of the outstanding Debt Securities of any series may direct the time, method and place of conducting proceedings for remedies available to the Trustee or exercising any trust or power conferred on the Trustee in respect of such series. (Section 512) The Indenture includes a covenant that the Company will file annually with the Trustee a certificate of no default or specifying any default that exists. (Section 1004) In certain cases, the holders of a majority in principal amount of the outstanding Debt Securities of any series may on behalf of the holders of all Debt Securities of such series waive any past default or Event of Default with respect to the Debt Securities of such series or compliance with certain provisions of the Indenture, except, among other things, a default not theretofore cured in payment of the principal of, or premium, if any, or interest, if any, on any of the Debt Securities of such series. (Sections 513 and 1009) MODIFICATION OF THE INDENTURE The Company and the Trustee may, without the consent of the holders of the Debt Securities, enter into indentures supplemental to the Indenture for, among others, one or more of the following purposes: (i) to evidence the succession of another Person to the Company, and the assumption by such successor of the Company's obligations under the Indenture and the Securities of any series; (ii) to add covenants of the Company, or surrender any rights of the Company, for the benefit of the holders of Securities of any or all series; (iii) to cure any ambiguity, or correct any inconsistency in the Indenture; (iv) to evidence and provide for the acceptance of any successor Trustee with respect to one or more series of Securities or to facilitate the administration of the trusts thereunder by one or more trustees in accordance with the Indenture; (v) to establish the form or terms of any series of securities; and (vi) to provide any additional Events of Default. (Section 901) The Indenture contains provisions permitting the Company and the Trustee thereunder, with the consent of the holders of a majority in principal amount of the outstanding Debt Securities of each series to be affected, to execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the Indenture or modifying the rights of the holders of the Debt Securities of such series to be affected, except that no such supplemental indenture may, without the consent of the holders of affected Debt Securities, among other things, change the fixed maturity of any Debt Securities, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce the number of shares of Common Stock to be delivered by the Company in respect of a conversion of Convertible Debt Securities or reduce the aforesaid percentage of Debt Securities of any series the consent of the holders of which is required for any such supplemental indenture. (Section 902) 8 THE TRUSTEE Chemical Bank is the Trustee under the Indenture. The Trustee is a depository for funds and performs other services for, and transacts other banking business with, the Company and its subsidiaries in the normal course of business. GOVERNING LAW The Indenture will be governed by, and construed in accordance with, the laws of the State of New York. DESCRIPTION OF COMMON STOCK WARRANTS The Company may issue Common Stock Warrants as part of a unit comprising Debt Securities with Common Stock Warrants that may be detachable or nondetachable from such Debt Securities. Each series of Common Stock Warrants will be issued under a separate warrant agreement (a 'Warrant Agreement') to be entered into between the Company and a bank or trust company, as warrant agent (the 'Warrant Agent'), all as set forth in the Prospectus Supplement relating to the particular issue of Common Stock Warrants. The Warrant Agent will act solely as an agent for the Company in connection with the Warrant Certificates and will not assume any obligation or relationship of agency or trust for or with any holders of Warrant Certificates or beneficial owners of Common Stock Warrants. A copy of the form of Warrant Agreement, including the form of Warrant Certificate representing the Common Stock Warrants, is filed as an exhibit to the Registration Statement of which this Prospectus is a part. The following summary of certain provisions of the Common Stock Warrants does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of the Warrant Agreement. Reference is made to the Prospectus Supplement relating to the particular issue of Debt Securities with Common Stock Warrants for the terms of such Common Stock Warrants, including, where applicable: (i) the number of shares of Common Stock purchasable upon the exercise of such Common Stock Warrants, the price at which such number of shares of Common Stock may be purchased upon such exercise (or the method by which it can be determined) and any provisions for the adjustment of such price and number of shares; (ii) the period or periods during which or the date or dates on which the Common Stock Warrants shall be exercisable; (iii) United States Federal income tax consequences applicable to such Common Stock Warrants; and (iv) any other terms of such Common Stock Warrants. Common Stock Warrants will be issued in registered form only, unless otherwise specified in the applicable Prospectus Supplement. Each Common Stock Warrant will entitle the holder thereof to purchase such number of shares of Common Stock at such exercise price as shall be set forth in, or calculable as described in, the applicable Prospectus Supplement, which exercise price may be subject to adjustment upon the occurrence of certain events as set forth in such Prospectus Supplement. After the close of business on the expiration date specified in such Prospectus Supplement, unexercised Common Stock Warrants will become void. The place or places where, and the manner in which, Common Stock Warrants may be exercised shall be specified in the Prospectus Supplement relating to such Common Stock Warrants. Prior to the exercise of any Common Stock Warrants, holders of such Common Stock Warrants will not have any of the rights of holders of Common Stock, including the right to receive payments of dividends, if any, on the Common Stock purchasable upon such exercise or to exercise any applicable right to vote. DESCRIPTION OF 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 from time to time (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. On April 30, 1995, 379,863,970 shares of Common Stock (excluding approximately 45.7 million shares of Common Stock held as treasury shares 9 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 April 30, 1995, 962,068 shares of the Company's Series B Preferred Stock were issued and outstanding. Upon consummation of the Acquisitions, the Company will have outstanding approximately 5.1 million additional shares of Common Stock and approximately 3.3 million shares of Series C Preferred Stock, 11 million shares of Series D Preferred Stock, 3.25 million shares of Series E Preferred Stock and 3.25 million shares of Series F Preferred Stock. The Series C, D, E, and F Preferred Stock to be outstanding after consummation of the Acquisitions will be convertible in the aggregate into approximately 43.2 million shares of Common Stock. Each such series of Preferred Stock has a liquidation value of $100 per share and will receive, for a period of five years with respect to the Series C and E Preferred Stock and for a period of four years with respect to the Series D and F Preferred Stock, an annual dividend per share equal to the greater of $3.75 and an amount equal to the dividends paid on the Common Stock into which such share of Preferred Stock may be converted. The Series C, D, E and F Preferred Stock will be entitled to vote with the Common Stock on matters submitted to a vote of stockholders and will have two votes per share in any such matter. For a discussion of the series C, D, E and F Preferred Stock reference is made to the Company's Current Report on Form 8-K dated May 30, 1995. The holders of the Common Stock are entitled to receive dividends when, as and if declared by the Board of Directors of the Company out of funds legally available therefor, subject to the rights of any preferred stock at the time outstanding. The holders of the Common Stock are entitled to one vote for each share on all matters voted on by stockholders, including elections of directors. The holders of the Common Stock do not have any cumulative voting, conversion, redemption or preemptive rights. In the event of dissolution, liquidation or winding up of the Company, holders of the Common Stock will be entitled to share ratably in any assets remaining after the satisfaction in full of the prior rights of creditors, including holders of the Company's indebtedness, and the aggregate liquidation preference of any preferred stock then outstanding. Pursuant to the Company's Certificate of Incorporation, provided that full dividends on all outstanding shares of any series of the Company's preferred stock have been paid, outstanding shares of Common Stock may be redeemed by action of the Company's Board of Directors to the extent necessary to prevent the loss of any governmental license or franchise, the holding of which is conditioned upon stockholders possessing prescribed qualifications. The Common Stock is listed on the New York Stock Exchange, the Pacific Stock Exchange and the International Stock Exchange of the United Kingdom and the Republic of Ireland, Ltd. Chemical Bank is the transfer agent and registrar for the Common Stock. Each share of Common Stock of the Company 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 Company's 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 Company's 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. 10 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 Company's Common Stock that meets certain fairness requirements, including the provision of a written opinion of a nationally recognized investment banking firm stating that the price to be paid to stockholders pursuant to the offer is fair from a financial point of view. Subject to certain limitations, the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right. The Rights will expire on January 20, 2004, unless earlier redeemed by the Company. The foregoing summary of certain terms of the Rights does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the Rights Agreement, a copy of which is on file with the Commission. GLOBAL SECURITIES The Offered Securities (other than Common Stock) of a series may be issued in whole or in part in the form of one or more Global Securities that will be deposited with, or on behalf of, a depository (the 'Depository') identified in the Prospectus Supplement relating to such series. Global Securities may be issued only in fully registered form and in either temporary or permanent form. Unless and until it is exchanged in whole or in part for the individual Offered Securities represented thereby, a Global Security may not be transferred except as a whole by the Depository for such Global Security to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository or by the Depository or any nominee of such Depository to a successor Depository or any nominee of such successor. The specific terms of the depository arrangement with respect to a series of Offered Securities will be described in the Prospectus Supplement relating to such series. Unless otherwise specified in the Prospectus Supplement, the Company anticipates that the following provisions will apply to depository arrangements. Upon the issuance of a Global Security, the Depository for such Global Security or its nominee will credit on its book-entry registration and transfer system the respective principal amounts of the individual Offered Securities represented by such Global Security to the accounts of persons that have accounts with such Depository ('Participants'). Such accounts shall be designated by the underwriters, dealers or agents with respect to such Offered Securities or by the Company if such Offered Securities are offered and sold directly by the Company. Ownership of beneficial interests in a Global Security will be limited to Participants or persons that may hold interests through Participants. Ownership of beneficial interests in such Global Security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the applicable Depository or its nominee (with respect to interests of Participants) and records of Participants (with respect to interests of persons who hold through Participants). The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to own, pledge or transfer beneficial interests in a Global Security. So long as the Depository for a Global Security or its nominee is the registered owner of such Global Security, such Depository or such nominee, as the case may be, will be considered the sole owner or holder of the Offered Securities represented by such Global Security for all purposes under the Indenture or applicable Warrant Agreement. Except as provided below, owners of beneficial interests in a Global Security will not be entitled to have any of the individual Offered Securities of the series represented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of any such Offered Securities of such series in definitive form and will not be considered the owners or holders thereof under the Indenture or applicable Warrant Agreement. Accordingly, each person owning a beneficial interest in a Global Security must rely on the procedures of the Depository for such Global Security and, if such person is not a Participant, on the procedures of the Participant through which such person owns its interest, to exercise any rights of a holder under the Indenture or applicable Warrant Agreement. The Company understands that under existing industry practices, if the Company requests any action of holders or if an owner of a beneficial interest in a Global Security desires to give or take any action which a holder is entitled to give or take under the Indenture or applicable Warrant Agreement, the Depository for such Global Security would authorize 11 the Participants holding the relevant beneficial interests to give or take such action, and such Participants would authorize beneficial owners owning through such Participants to give or take such action or would otherwise act upon the instructions of beneficial owners holding through them. Payments of principal of and any premium and any interest on individual Offered Securities represented by a Global Security registered in the name of a Depository or its nominee will be made to the Depository or its nominee, as the case may be, as the registered owner of the Global Security representing such Offered Securities. None of the Company, the Trustee, the Warrant Agent, any paying agent or the registrar for such Offered Securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Security for such Offered Securities or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company expects that the Depository for a series of Offered Securities or its nominee, upon receipt of any payment of principal, premium or interest in respect of a permanent Global Security representing any of such Offered Securities, immediately will credit Participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Security for such Offered Securities as shown on the records of such Depository or its nominee. The Company also expects that payments by Participants to owners of beneficial interests in such Global Security held through such Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in 'street name'. Such payments will be the responsibility of such Participants. If a Depository for a series of Offered Securities is at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by the Company within 90 days, the Company will issue individual Offered Securities of such series in exchange for the Global Security representing such series of Offered Securities. In addition, the Company may, at any time and in its sole discretion, subject to any limitations described in the Prospectus Supplement relating to such Offered Securities, determine not to have any Offered Securities of such series represented by one or more Global Securities and, in such event, will issue individual Offered Securities of such series in exchange for the Global Security or Securities representing such series of Offered Securities. Individual Offered Securities of such series so issued will be issued in denominations, unless otherwise specified by the Company, of $1,000 and integral multiples thereof. Any Offered Securities issued in definitive form in exchange for a Global Security will be registered in such name or names as the Depository shall instruct the Trustee or relevant Warrant Agent. It is expected that such instructions will be based upon directions received by the Depository from Participants with respect to ownership of beneficial interests in such Global Security. HOLDING COMPANY STRUCTURE The Company is a holding company and its assets consist primarily of investments in its subsidiaries. A substantial portion of the consolidated liabilities of the Company have been incurred by its subsidiaries. TWE, which is not consolidated with the Company for financial reporting purposes, also has substantial indebtedness and other liabilities. The Company's rights and the rights of its creditors, including holders of Debt Securities, to participate in the distribution of assets of any person in which the Company owns an equity interest (including any subsidiary and TWE) upon such person's liquidation or reorganization will be subject to prior claims of such person's creditors, including trade creditors, except to the extent that the Company may itself be a creditor with recognized claims against such person (in which case the claims of the Company would still be subject to the prior claims of any secured creditor of such person and of any holder of indebtedness of such person that is senior to that held by the Company). Accordingly, the holders of Debt Securities may be deemed to be effectively subordinated to such claims. The Company's ability to service its indebtedness, including the Debt Securities, and to pay dividends on its preferred stock and the Common Stock is dependent primarily upon the earnings of its subsidiaries and TWE and the distribution or other payment of such earnings to the Company. The TWE Agreement of Limited Partnership and the bank credit facilities of TWE and certain subsidiaries of the Company limit distributions and other transfers of funds to the Company. Generally, distributions by TWE, other than tax distributions, are subject to restricted payments limitations and availability 12 under certain financial ratios applicable to TWE contained in its bank credit facilities. As a result of the expected acquisition by subsidiaries of the Company of certain cable systems, certain subsidiaries of the Company expect to have outstanding indebtedness and bank credit facilities that will contain limitations on the ability of such subsidiaries to make distributions or other payments to the Company. Additional information concerning the indebtedness of the Company and its subsidiaries will be set forth in the Prospectus Supplement. PLAN OF DISTRIBUTION The Company may sell the Offered Securities to one or more underwriters or dealers for public offering and sale by them or may sell the Offered Securities to investors directly or through agents. The Prospectus Supplement with respect to the Offered Securities offered thereby describes the terms of the offering of such Offered Securities and the method of distribution of the Offered Securities offered thereby and identifies any firms acting as underwriters, dealers or agents in connection therewith. The Offered Securities may be distributed from time to time in one or more transactions at a fixed price or prices (which may be changed) or at prices determined as specified in the Prospectus Supplement. In connection with the sale of the Offered Securities, underwriters, dealers or agents may be deemed to have received compensation from the Company in the form of underwriting discounts or commissions and may also receive commissions from purchasers of the Offered Securities for whom they may act as agent. Underwriters may sell the Offered Securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they may act as agent. Certain of the underwriters, dealers or agents who participate in the distribution of the Offered Securities may engage in other transactions with, and perform other services for, the Company in the ordinary course of business. Any underwriting compensation paid by the Company to underwriters or agents in connection with the offering of the Offered Securities, and any discounts, concessions or commissions allowed by underwriters to dealers, are set forth in the Prospectus Supplement. Underwriters, dealers and agents participating in the distribution of the Offered Securities may be deemed to be underwriters, and any discounts and commissions received by them and any profit realized by them on the resale of the Offered Securities may be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters and their controlling persons, dealers and agents may be entitled, under agreements entered into with the Company, to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act. LEGAL OPINIONS Certain legal matters in connection with the Offered Securities will be passed upon for the Company by Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New York and for the Underwriters, if any, named in a Prospectus Supplement, by Shearman & Sterling, 599 Lexington Avenue, New York, New York. EXPERTS The consolidated financial statements of the Company and TWE appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 1994, 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 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 reports 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, 13 incorporated by reference in this Prospectus, have been audited by Paul Scherer & Company LLP, independent auditors, as set forth in their report thereon and incorporated herein by reference. Such financial statements are incorporated herein by reference in reliance upon such reports and upon the authority of such firm as experts in accounting and auditing. The financial statements of Vision Cable Division of Vision Cable Communications, Inc. and subsidiaries as of December 31, 1993 and 1994, and for the three years ended December 31, 1994, incorporated by reference in this Prospectus, have been audited by Paul Scherer & Company LLP, independent auditors, as set forth in their report thereon and incorporated herein by reference. Such financial statements are incorporated herein by reference in reliance upon such reports 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 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 reports and upon the authority of such firm as experts in accounting and auditing. The financial statements of Cablevision Industries Limited Partnership as of December 31, 1993 and 1994, and for the three years ended December 31, 1994, incorporated by reference in this Prospectus, have been audited by Arthur Andersen LLP, independent 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 reports 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 reports 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 reports and upon the authority of such firm as experts in accounting and auditing. ------------------------ The following information is being disclosed pursuant to Florida law and is accurate as of the date of this 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. ------------------------ No person is authorized to give any information or to make any representations other than those contained in this Prospectus or any accompanying Prospectus Supplement in connection with the offer made by this Prospectus or any Prospectus Supplement, and, if given or made, such other information or representations must not be relied upon as having been authorized by the Company or by any underwriter, dealer or agent. This Prospectus and any Prospectus Supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities other than those to which they relate. Neither the delivery of this Prospectus and any accompanying Prospectus Supplement nor any sale of or offer to sell the Offered Securities offered hereby shall, under any circumstances, create an implication that there has been no change in the affairs of the Company or that the information herein is correct as of any time after the date hereof. This Prospectus and any accompanying Prospectus Supplement do not constitute an offer to sell or a solicitation of an offer to buy any of the Offered Securities offered hereby in any state to any person to whom it is unlawful to make such offer or solicitation in such state. 14 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following statement sets forth the estimated amounts of expenses, other than underwriting discounts, to be borne by the registrant in connection with the distribution of the Offered Securities.
Securities and Exchange Commission registration fee............................. $ 375,000 Trustees' fees.................................................................. 2,000 Printing and engraving expenses................................................. 200,000 Rating agency fees.............................................................. 225,000 Accounting fees and expenses.................................................... 100,000 Legal fees and expenses......................................................... 300,000 Blue Sky fees and expenses...................................................... 40,000 Miscellaneous expenses.......................................................... 8,000 ---------- Total Expenses........................................................ $1,250,000 ---------- ----------
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 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 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 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 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. II-1 ITEM 16. EXHIBITS. (1) -- Proposed form of Offered Securities Underwriting Agreement (filed as Exhibit 1 to the Registrant's Registration Statement on Form S-3 (File No. 33-57812) filed with the Commission on February 3, 1993).* (4.1) -- Form of Senior Indenture between Time Warner Inc. and Chemical Bank, as Trustee (filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-3 (File No. 33-57030) filed with the Commission on January 15, 1993).* (4.2) -- Form of Senior Security (filed as Exhibit 4.4 to the Registrant's Registration Statement on Form S-3 (File No. 33-53148) filed with the Commission on October 9, 1992).* (4.3) -- Form of Warrant Agreement including therein a form of Common Stock Warrant (filed as Exhibit 4.3 to the Registrant's Registration Statement on Form S-3 (File No. 33-57812) filed with the Commission on February 3, 1993).* (5) -- Opinion of Cravath, Swaine & Moore. (12) -- Statement regarding the computation of the ratio of earnings to fixed charges.** (23.1) -- Consent of Ernst & Young LLP, Independent Auditors.*** (23.2) -- Consent of Counsel (included in Exhibit (5)). (23.3) -- Consent of Deloitte & Touche LLP, Independent Auditors.*** (23.4) -- Consent of Paul Scherer & Company LLP, Independent Auditors.*** (23.5) -- Consent of Arthur Andersen LLP, Independent Auditors.*** (23.6) -- Consent of Deloitte & Touche LLP, Independent Auditors.*** (23.7) -- Consent of Price Waterhouse LLP, Independent Accountants.*** (24) -- Powers of Attorney.**** (25) -- Statement of Eligibility and Qualification on Form T-1 of Chemical Bank (bound separately).
- ------------ * Incorporated by reference. ** Filed herewith. *** Currently dated consents are filed herewith. **** An additional Power of Attorney is filed herewith. The Registrant hereby agrees to furnish to the 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. ITEM 17. UNDERTAKINGS. A. UNDERTAKING PURSUANT TO RULE 415 The undersigned registrant hereby undertakes: (a) 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 '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. 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 end 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 a 20% change in the maximum aggregate offering price set forth in the 'Calculation of Registration Fee' table in the effective registration statement; and II-2 (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)(i) and (a)(ii) do not apply if 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 Section 15(d) of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), that are incorporated by reference in the Registration Statement; (b) that, for the purpose of determining any liability under the 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 (c) 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 undersigned registrant hereby undertakes that, for purposes of determining any liability under the Act, each filing of the registrant's annual report pursuant to Section 13(a) or 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 Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 15 above, 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 officer, director 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 of whether or not such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 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-3 and has duly caused this Post-Effective 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 June 2, 1995. TIME WARNER INC. By /s/ PETER R. HAJE ................................... PETER R. HAJE EXECUTIVE VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below on June 2, 1995 by the following persons in the capacities indicated.
SIGNATURE TITLE - ------------------------------------------ ------------------------------------------------------ (i) Principal Executive Officer: * Director, Chairman of the Board and Chief Executive ......................................... Officer (GERALD M. LEVIN) (ii) Principal Financial Officer: /s/ Richard J. Bressler Senior Vice President and ......................................... Chief Financial Officer (RICHARD J. BRESSLER) (iii) Principal Accounting Officer: /s/ John A. LaBarca Vice President and Controller ......................................... (JOHN A. LABARCA) (iv) Directors: * ......................................... (MERV ADELSON) * ......................................... (LAWRENCE B. BUTTENWIESER) * ......................................... (EDWARD S. FINKELSTEIN) * ......................................... (BEVERLY SILLS GREENOUGH) * ......................................... (CARLA A. HILLS)
II-4
SIGNATURE TITLE - ------------------------------------------ ------------------------------------------------------ * ......................................... (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, JR.) *By /s/ PETER R. HAJE .................................... (ATTORNEY-IN-FACT)
II-5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT PAGE - ------- ---------------------------------------------------------------------------------------------------- ---- (1) --Proposed form of Offered Securities Underwriting Agreement (filed as Exhibit 1 to the Registrant's Registration Statement on Form S-3 (File No. 33-57812) filed with the Commission on February 3, 1993)*................................................................................ (4.1) --Form of Senior Indenture between Time Warner Inc. and Chemical Bank, as Trustee (filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-3 (File No. 33-57030) filed with the Commission on January 15, 1993)*.................................................................. (4.2) --Form of Senior Security (filed as Exhibit 4.4 to the Registrant's Registration Statement on Form S-3 (File No. 33-53148) filed with the Commission on October 9, 1992)*............................ (4.3) --Form of Warrant Agreement including therein a form of Common Stock Warrant (filed as Exhibit 4.3 to the Registrant's Registration Statement on Form S-3 (File No. 33-57812) filed with the Commission on February 3, 1993)*.................................................................. (5) --Opinion of Cravath, Swaine & Moore............................................................... (12) --Statement regarding the computation of the ratio of earnings to fixed charges**.................. (23.1) --Consent of Ernst & Young LLP, Independent Auditors***............................................ (23.2) --Consent of Counsel (included in Exhibit (5))..................................................... (23.3) --Consent of Deloitte & Touche LLP, Independent Auditors***........................................ (23.4) --Consent of Paul Scherer & Company LLP, Independent Auditors***................................... (23.5) --Consent of Arthur Andersen LLP, Independent Auditors***.......................................... (23.6) --Consent of Deloitte & Touche LLP, Independent Auditors***........................................ (23.7) --Consent of Price Waterhouse LLP, Independent Accountants***...................................... (24) --Powers of Attorney****........................................................................... (25) --Statement of Eligibility and Qualification on Form T-1 of Chemical Bank (bound separately).......
- ------------ * Incorporated by reference. ** Filed herewith. *** Currently dated consents are filed herewith. **** An additional Power of Attorney is filed herewith. EX-12 2 EXHIBIT 12 EXHIBIT 12 TIME WARNER RATIO OF EARNINGS TO FIXED CHARGES
THREE MONTHS ENDED MARCH 31, ---------------------- PRO FORMA HISTORICAL 1995 1995 --------- ---------- (IN MILLIONS, EXCEPT RATIOS) Earnings: Net income (loss) before income taxes and extraordinary item..... $ (35) $(15) Interest expense......... 275 210 Amortization of capitalized interest... -- -- Portion of rents representative of an interest factor........ 13 13 Adjustment for partially owned subsidiaries and 50% owned companies.... 158 180 Undistributed losses of less than 50% owned companies.............. 17 17 --------- ---------- Total earnings...... $ 428 $405 --------- ---------- --------- ---------- Fixed Charges: Interest expense......... $ 275 $210 Capitalized interest..... -- -- Portion of rents representative of an interest factor........ 13 13 Adjustment for partially owned subsidiaries and 50% owned companies.... 158 180 --------- ---------- Total fixed charges........... $ 446 $403 --------- ---------- --------- ---------- Ratio of earnings to fixed charges (deficiency in the coverage of fixed charges by earnings before fixed charges).................... $(18) 1.0x --------- ---------- --------- ---------- YEARS ENDED DECEMBER 31, -------------------------------------------------------------------------------------- PRO FORMA HISTORICAL HISTORICAL RESTATED HISTORICAL HISTORICAL HISTORICAL 1994 1994 1993 1992 1992 1991 1990 ---------- ---------- ---------- -------- ---------- ---------- ---------- Earnings: Net income (loss) before income taxes and extraordinary item..... $ (152 ) $ 89 $ 81 $ 323 $ 320 $ 52 $ (145) Interest expense......... 983 769 698 287 729 912 1,096 Amortization of capitalized interest... 2 2 -- 1 19 23 22 Portion of rents representative of an interest factor........ 52 52 54 52 85 78 74 Adjustment for partially owned subsidiaries and 50% owned companies.... 603 665 663 590 97 73 57 Undistributed losses of less than 50% owned companies.............. 82 82 47 56 56 56 17 ---------- ---------- ---------- -------- ---------- ---------- ---------- Total earnings...... $ 1,570 $1,659 $1,543 $1,309 $1,306 $1,194 $1,121 ---------- ---------- ---------- -------- ---------- ---------- ---------- ---------- ---------- ---------- -------- ---------- ---------- ---------- Fixed Charges: Interest expense......... $ 983 $ 769 $ 698 $ 287 $ 729 $ 912 $1,096 Capitalized interest..... 2 2 -- -- 15 17 19 Portion of rents representative of an interest factor........ 52 52 54 52 85 78 74 Adjustment for partially owned subsidiaries and 50% owned companies.... 606 668 664 571 81 45 33 ---------- ---------- ---------- -------- ---------- ---------- ---------- Total fixed charges........... $ 1,643 $1,491 $1,416 $ 910 $ 910 $1,052 $1,222 ---------- ---------- ---------- -------- ---------- ---------- ---------- ---------- ---------- ---------- -------- ---------- ---------- ---------- Ratio of earnings to fixed charges (deficiency in the coverage of fixed charges by earnings before fixed charges).................... $(73) 1.1x 1.1x 1.4x 1.4x 1.1x $(101) ---------- ---------- ---------- -------- ---------- ---------- ---------- ---------- ---------- ---------- -------- ---------- ---------- ----------
EX-23 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption 'Experts' in Post-Effective Amendment No. 1 to Registration Statement No. 33-50237 on Form S-3 and related Prospectus of Time Warner Inc. ('TWI') and to the incorporation by reference therein of our reports dated February 7, 1995, with respect to the consolidated financial statements and schedule of TWI and Time Warner Entertainment Company, L.P. included in TWI's Annual Report on Form 10-K for the year ended December 31, 1994, and our report dated March 3, 1995, with respect to the combined financial statements of the Time Warner Service Partnerships incorporated by reference in TWI's Annual Report on Form 10-K for the year ended December 31, 1994, filed with the Securities and Exchange Commission, /s/ ERNST & YOUNG LLP ..................................... Ernst & Young LLP New York, New York June 2, 1995 EX-23 4 EXHIBIT 23.3 EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 33-50237 of Time Warner Inc. on Form S-3 of our report dated March 10, 1995, appearing in the Annual Report on Form 10-K of Summit Communications Group, Inc. for the year ended December 31, 1994, and to the reference to us under the heading 'Experts' in the Prospectus, which is a part of such Registration Statement. /s/ DELOITTE & TOUCHE LLP Atlanta, Georgia June 2, 1995 EX-23 5 EXHIBIT 23.4 EXHIBIT 23.4 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption 'Experts' in Post-Effective Amendment No. 1 to Registration Statement No. 33-50237 on Form S-3 and related Prospectus of Time Warner Inc. ('TWI') and to the incorporation by reference therein of (i) our report dated October 7, 1994, with respect to the financial statements of Newhouse Broadcasting Cable Division of Newhouse Broadcasting Corporation and Subsidiaries for each of the three years in the period ended July 31, 1994, and (ii) our report dated March 24, 1995, with respect to the financial statements of Vision Cable Division of Vision Cable Communications, Inc. and Subsidiaries for each of the three years in the period ended December 31, 1994, appearing in the Current Report on Form 8-K of TWI dated May 30, 1995, filed with the Securities and Exchange Commission. /s/ PAUL SCHERER & COMPANY LLP ..................................... Paul Scherer & Company LLP New York, New York June 2, 1995 EX-23 6 EXHIBIT 23.5 EXHIBIT 23.5 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 File No. 33-50237. /S/ ARTHUR ANDERSEN LLP ..................................... Arthur Andersen LLP Stamford, Connecticut June 2, 1995 EX-23 7 EXHIBIT 23.6 EXHIBIT 23.6 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 33-50237 of Time Warner Inc. on Form S-3 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 30, 1995, and to the reference to us under the heading 'Experts' in the Prospectus, which is part of such Registration Statement. /S/ DELOITTE & TOUCHE LLP ..................................... Deloitte & Touche LLP Houston, Texas June 2, 1995 EX-23 8 EXHIBIT 23.7 EXHIBIT 23.7 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of the Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 33-50237) of Time Warner Inc. of our report dated January 19, 1995, except as to Note 6, which is as of January 27, 1995, on the Paragon Communications financial statements and schedule. We also consent to the reference to us under the heading 'Experts' in such Prospectus. /S/ PRICE WATERHOUSE LLP ..................................... Price Waterhouse LLP Denver, Colorado June 2, 1995 EX-24 9 EXHIBIT 24 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers of TIME WARNER INC., a Delaware corporation (the 'Corporation'), hereby constitutes and appoints RICHARD J. BRESSLER, PETER R. HAJE, GERALD M. LEVIN and PHILIP R. LOCHNER, JR., and each of them, his true and lawful attorneys-in-fact and agents, with full power to act without the others, for him and in his name, place and stead, in any and all capacities, to sign any and all post-effective amendments to the Registration Statement on Form S-3 (Registration No. 33-50237) filed with the Securities and Exchange Commission in connection with the 'shelf' registration pursuant to Rule 415 under the provisions of the Securities Act of 1933, as amended, of up to $2 billion aggregate initial price to the public of one or more of the following (i) debt securities, (ii) the shares of Common Stock, par value $1.00 per share ('Common Stock'), of the Corporation into which such debt securities may be convertible, (iii) rights or warrants to acquire any such debt or Common Stock and (iv) other securities of the Corporation, in any combination thereof, with power where appropriate to affix thereto the corporate seal of the Corporation and to attest said seal, and to file such post-effective amendments, and to sign and file any additional post-effective amendments to any such Registration Statement, and any subsequent registration statement filed by the Corporation pursuant to Rule 462(b) of the Securities Act of 1933, as amended, with all exhibits thereto, and any and all 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 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, each of the undersigned has hereunto set his name as of the 1st day of June, 1995. Principal Financial Officer: /s/ RICHARD J. BRESSLER ............................................................................... Richard J. Bressler, Senior Vice President and Chief Financial Officer Principal Accounting Officer: /s/ JOHN A. LABARCA ............................................................................... John A. LaBarca, Vice President and Controller -----END PRIVACY-ENHANCED MESSAGE-----