0000950117-95-000269.txt : 19950809 0000950117-95-000269.hdr.sgml : 19950809 ACCESSION NUMBER: 0000950117-95-000269 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950808 SROS: AMEX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIME WARNER FINANCING TRUST CENTRAL INDEX KEY: 0000946440 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-11525 FILM NUMBER: 95559619 BUSINESS ADDRESS: STREET 1: TIME & LIFE BLDG ROCKFELLER CENTER STREET 2: 75 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124848000 MAIL ADDRESS: STREET 1: 75 ROCKEFELLER PL STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 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: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-11525-01 FILM NUMBER: 95559620 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 8-A12B 1 TIME WARNER FINANCING TRUST TIME WARNER INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20546 ---------------------------- FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 TIME WARNER FINANCING TRUST DELAWARE Applied for -------------------------- -------------------------- (State of incorporation or (IRS Employer organization) Identification No.) 75 Rockefeller Plaza, New York, New York 10019 ----------------------------------------- ------------ (Address of principal executive offices) (Zip Code) TIME WARNER INC. DELAWARE 13-1388520 ---------------------------- ------------------ (State of incorporation or (IRS Employer organization) Identification No.) 75 Rockefeller Plaza, New York, New York 10019 ---------------------------------------- ------------------ (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ Preferred Exchangeable New York Stock Exchange, Inc. Redemption Cumulative Securities Securities to be registered pursuant to Section 12(g) of the Act: None 2 Item 1. Description of Securities to be Registered. The terms and provisions of (a) the 12,057,561 Preferred Exchangeable Redemption Cumulative Securities (the "PERCS'r'"), representing undivided beneficial interests in the assets of Time Warner Financing Trust (the "Trust"), a statutory business trust created under the laws of the State of Delaware, (b) the related guarantee thereof by Time Warner Inc., a Delaware corporation ("Time Warner"), and (c) the right of Time Warner to require the holders of PERCS subject to mandatory redemption or called for early redemption to exchange their PERCS for shares of common stock, par value $.50 per share, of Hasbro, Inc., are described in the Preliminary Prospectus of the Trust and Time Warner Inc. dated August 4, 1995, filed with the Securities and Exchange Commission (the "Commission") as part of the Registration Statement (Registration Nos. 33-60203 and 33-60203-01) on Form S-3 (as amended by Amendment No. 1 thereto dated July 19, 1995, and Amendment No. 2 thereto dated August 4, 1995, the "Registration Statement") which is incorporated herein by reference. Item 2. Exhibits. 1. Preliminary Prospectus dated August 4, 1995, subject to completion, included in the Registration Statement and hereby incorporated by reference herein along with any subsequent preliminary prospectuses and the final prospectus filed with the Commission as each may be amended from time to time. 2. Certificate of Trust dated June 7, 1995, of the Trust (incorporated by reference to Exhibit 4.1 to the Registration Statement). 3. Declaration of Trust dated June 7, 1995, of the Trust (incorporated by reference to Exhibit 4.2 to the Registration Statement). 4. Form of Amended and Restated Declaration of Trust of the Trust (incorporated by reference to Exhibit 4.3 to the Registration Statement). 5. Form of the PERCS (included in Exhibit 3). 3 6. Form of Guarantee Agreement with respect to the PERCS (incorporated by reference to Exhibit 4.6 to the Registration Statement). 7. Form of Indenture between Time Warner and Chemical Bank, as Trustee (incorporated by reference to Exhibit 4.4 to the Registration Statement). 4 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized. TIME WARNER INC. by /s/ Thomas W. McEnerney ----------------------------------- Name: Thomas W. McEnerney Title: Vice President Dated: August 8, 1995 TIME WARNER FINANCING TRUST by TIME WARNER INC., as Sponsor by /s/ Thomas W. McEnerney --------------------------------- Name: Thomas W. McEnerney Title: Vice President Dated: August 8, 1995 5 INDEX TO EXHIBITS 1. Preliminary Prospectus dated August 4, 1995, subject to completion, included in the Registration Statement (Registration Nos. 33-60203 and 33-60203-01) (as amended by Amendment No. 1 thereto dated July 19, 1995, and Amendment No. 2 thereto dated August 4, 1995, the "Registration Statement") on Form S-3, and hereby incorporated by reference herein along with any subsequent preliminary prospectuses and the final prospectus filed with the Commission. 2. Certificate of Trust dated June 7, 1995, of the Trust (incorporated by reference to Exhibit 4.1 to the Registration Statement). 3. Declaration of Trust dated June 7, 1995, of the Trust (incorporated by reference to Exhibit 4.2 to the Registration Statement). 4. Form of Amended and Restated Declaration of Trust of the Trust (incorporated by reference to Exhibit 4.3 to the Registration Statement). 5. Form of Preferred Securities (included in immediately preceding exhibit). 6. Form of Guarantee Agreement with respect to the PERCS (incorporated by reference to Exhibit 4.6 to the Registration Statement). 7. Form of Indenture between Time Warner and Chemical Bank, as Trustee (incorporated by reference to Exhibit 4.4 to the Registration Statement). STATEMENT OF DIFFERENCES The Registered Trademark shall be expressed as 'r'