-----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, ky17saanwOKwVmRuT9/pL63Jd0saSQKs5pU+YHKCYu15egT8au5rTEV58wEkqnU7 pP5ogJbkq0l/1IVmbUuk7A== 0000950157-95-000183.txt : 19950619 0000950157-95-000183.hdr.sgml : 19950619 ACCESSION NUMBER: 0000950157-95-000183 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950616 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: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-08637 FILM NUMBER: 95547554 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 FORM 8-A 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 INC. - ------------------------------------------------------------------------- DELAWARE 13-1388520 - -------------------------- ------------------ (State of incorporation or (IRS Employer organization) Identification No.) 75 Rockefeller Plaza, New York, N.Y. 10019 - ---------------------------------------- ------------- (Address of principal executive offices) (Zip Code) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [x] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] 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 - ------------------- ------------------------------ 7.75% Notes due June 15, 2005 New York Stock Exchange, Inc. Securities to be registered pursuant to Section 12(g) of the Act: (None) - ----------------------------------------------------------------------- (Title of class) Item 1. Debt Securities to be Registered. -------------------------------- The title of the class of debt securities to be registered hereunder is: "7.75% Notes due June 15, 2005" (the "Notes"). The Notes are being issued by Time Warner Inc. (the "Company") under the Indenture dated as of January 15, 1993, between the Company and Chemical Bank, as Trustee. A description of the Notes is set forth in a Prospectus Supplement dated June 14, to the Company's Prospectus dated June 7, 1995 (Registration No. 33-50237), under the caption "Description of the Notes", which description is hereby incorporated herein by reference. Item 2. Exhibits. --------- 4.1 Form of 7.75% Note due June 15, 2005. 4.2 Form of Indenture dated as of January 15, 1993, between Time Warner Inc. and Chemical Bank, as Trustee (which is incorporated herein by reference to Exhibit 4.1 to Time Warner Inc.'s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on January 15, 1993 (Registration No. 33-57030)). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. TIME WARNER INC. by /s/ Thomas W. McEnerney ----------------------- Name: Thomas W. McEnerney Title: Vice President Dated: June 15, 1995 INDEX TO EXHIBITS Sequentially Numbered Page at Exhibit No. Exhibit Which Located 4.1 Form of 7.75% Note due June 15, 5 1995........................... 4.2 Form of Indenture dated as of January 15, 1993, between Time Warner Inc. and Chemical Bank, as Trustee (which is incorporated herein by reference to Exhibit 4.1 to Time Warner Inc.'s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on January 15, 1993 (Registration No. 33-57030))................. EX-4 2 EXHIBIT 4.1 EXHIBIT 4.1 FACE OF NOTE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR INDIVIDUAL NOTES REGISTERED IN THE NAMES OF PARTICIPANTS IN THE DTC, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC OR BY A NOMINEE OF DTC TO DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. No. [ ] $[ ] TIME WARNER INC. 7.75% Note due June 15, 2005 ---------------------------- CUSIP: [ ] Time Warner Inc., a Delaware corporation, or any successor under the Indenture referred to on the reverse hereof promises to pay to Cede & Co. or registered assigns, the principal sum of [ ] Dollars on June 15, 2005, at the office or agency of the Company in the Borough of Manhattan, the City and State of New York. Interest Payment Dates: June 15 and December 15, beginning December 15, 1995 Record Dates: June 1 and December l Additional provisions of this Note are set forth on the other side of this Note. Dated: June 19, 1995 TIME WARNER INC. by ------------------------------ [SEAL] Executive Vice President Attest: - ---------------------------- Assistant Secretary TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Chemical Bank, as Trustee, by - --------------------------- Authorized Officer REVERSE SIDE OF NOTE TIME WARNER INC. 7.75% Note due June 15, 2005 ---------------------------- Time Warner Inc., a Delaware corporation (such corporation or any successor pursuant to the Indenture referred to below being called the "Company"), promises to pay interest from June 15, 1995, on the principal amount of this Note (as hereinafter defined) semiannually on June 15 and December 15 of each year beginning December 15, 1995 at the office or agency of the Company in the Borough of Manhattan, The City of New York, in like coin or currency, at the rate per annum specified in the title hereof. The interest so payable, and punctually paid or duly provided for, on any June 15 or December 15 will, except as provided in the Indenture dated as of January 15, 1993 (the "Indenture"), duly executed and delivered by the Company to Chemical Bank, as Trustee (herein called the "Trustee"), be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the June 1 or December 1 next preceding the interest payment date (herein called the "Regular Record Date") whether or not a business day, and may, at the option of the Company, be paid by check mailed to the registered address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practicable by the Trustee, all as more fully provided in the Indenture. Initially, the Trustee will be the Paying Agent and the Registrar with respect to this Note. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent or Registrar, to appoint additional or other Paying Agents and other Registrars and to approve any change in the office through which any Paying Agent or Registrar acts; provided that there will at all times be a Paying Agent in The City of New York. This Note is one of the duly authorized issue of senior debentures, notes, bonds or other evidences of indebtedness of the Company (hereinafter called the "Debt Securities"), of the series hereinafter specified; all issued or to be issued under and pursuant to the Indenture, to which reference is hereby made for a statement of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee and any agent of the Trustee, any Paying Agent, the Company and the Holders of the Debt Securities and the terms upon which the Debt Securities are issued and are to be authenticated and delivered. The Debt Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may have different conversion prices or exchange provisions (if any), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as provided or permitted in the Indenture. This Note is one of the series of Debt Securities of the Company issued pursuant to the Indenture designated as the 7.75% Notes due June 15, 2005 (the "Notes"), limited in aggregate principal amount to $500,000,000. The Notes of this series are not redeemable prior to the stated maturity of the principal hereof and will not be subject to any sinking fund. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes and all accrued interest thereon may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the Debt Securities of each series under the Indenture with the consent of the Holders of not less than a majority in principal amount of the Debt Securities at the time outstanding of each series to be affected thereby on behalf of the Holders of all Debt Securities of such series. The Indenture also permits the Holders of a majority in principal amount of the Debt Securities at the time outstanding of each series on behalf of the Holders of all Debt Securities of such series to waive compliance by the Company with certain provisions of the Indenture and certain past defaults and their consequences with respect to such series under the Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such other Notes. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal and any premium of and any interest on this Note at the place, rate and respective times and in the coin or currency herein and in the Indenture prescribed. As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at the Company's option, either (i) the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Debt Securities of any series and to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Debt Securities of such series or (ii) the Company shall cease to be under any obligation to comply with any term, provision or condition of certain restrictive covenants or provisions set forth in any additions or changes to or deletions from covenants and Events of Default with respect to the Debt Securities of such series. The Notes are issuable in registered form without coupons, in denominations of $1,000 and integral multiples of thereof. Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations at the office or agency of the Company in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture. Upon due presentment for registration of transfer of this Note at the office or agency of the Company in the Borough of Manhattan, The City of New York, a new Note or Notes of authorized denominations for a like aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture. No service charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax assessment or other governmental charge payable in connection therewith. Subject to the provisions of the Indenture, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Unless otherwise defined herein, all terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture, or be valid or obligatory for any purpose. The Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture. Requests may be made to Time Warner Inc., 75 Rockefeller Plaza, New York, NY 10019, Attention of Manager, Shareholder Relations. ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to - -------------------------------------------- - -------------------------------------------- (Insert assignee's soc. sec. or tax ID no.) - ------------------------------------------------------------------------ - ------------------------------------------------------------------------ - ------------------------------------------------------------------------ (Print or type assignee's name, address and zip code) and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. - ------------------------------------------------------------------------ Date: Your Signature: --------------- -------------------------- - ------------------------------------------------------------ (Sign exactly as your name appears on the other side of this Note) SIGNATURE GUARANTEE Signature Guaranteed by: - --------------------------------------- by: ------------------------------------ - --------------------------------------- The signature must be guaranteed by a bank, a trust company or a member firm of the New York Stock Exchange -----END PRIVACY-ENHANCED MESSAGE-----