As filed with the Securities and Exchange Commission on April 24, 2009
Registration No. 333-138498
UNITED STATES 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 One Time Warner Center 13-4099534
(State or other jurisdiction New York, NY 10019-8016 (I.R.S. Employer
of incorporation or organization) (212) 484-8000 Identification No.)
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
TW AOL HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Virginia One Time Warner Center 54-1322110
(State or other jurisdiction New York, NY 10019-8016 (I.R.S. Employer
of incorporation or organization) (212) 484-8000 Identification No.)
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
HISTORIC TW INC.
(Exact name of registrant as specified in its charter)
Delaware One Time Warner Center 13-3527249
(State or other jurisdiction New York, NY 10019-8016 (I.R.S. Employer
of incorporation or organization) (212) 484-8000 Identification No.)
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
TURNER BROADCASTING SYSTEM, INC.
(Exact name of registrant as specified in its charter)
Georgia One CNN Center 58-0950695
(State or other jurisdiction Atlanta, Georgia 30303 (I.R.S. Employer
of incorporation or organization) (404) 827-1500 Identification No.)
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Paul T. Cappuccio
Executive Vice President
and General Counsel
Time Warner Inc.
One Time Warner Center
New York, NY 10019-8016
(212) 484-8000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Timothy G. Massad
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
Approximate date of commencement of proposed sale to the public: This
post-effective amendment deregisters all of the securities that were unsold
under the registration statement as of the date hereof.
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, 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 this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box. |X|
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under
the Securities Act, check the following box. |_|
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer"
and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [X] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ ]
(Do not check if a smaller reporting company)
The registration fee was previously calculated and paid in connection
with the initial filing of the Registration Statement on November 8, 2006.
DEREGISTRATION OF SECURITIES
On November 8, 2006, Time Warner Inc. ("Time Warner"), TW AOL Holdings
Inc., Historic TW Inc. and Turner Broadcasting System, Inc. (collectively, the
"Registrants") filed a registration statement on Form S-3 (Registration No.
333-138498) (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") for an unlimited amount of debt securities,
preferred stock, common stock and warrants from time to time. The Registration
Statement became effective on November 8, 2006. By way of a Prospectus
Supplement filed on November 9, 2006, Time Warner offered and sold Floating
Rate Notes due 2009, 5.50% Notes due 2011, 5.875% Notes due 2016 and 6.50%
Debentures due 2036 (collectively the "Notes"). The Notes are not listed on any
stock exchange.
The offering of securities pursuant to the Registration Statement has
been terminated. In accordance with an undertaking made by the Registrants in
the Registration Statement to remove from registration, by means of a
post-effective amendment, any of the securities which remain unsold at the
termination of the offering, the Registrants, by and under this Post-Effective
Amendment No. 1 to the Registration Statement, deregister all of the securities
covered under the Registration Statement that were unsold hereunder as of the
date hereof.
[The remainder of this page is intentionally left blank.]
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
and Rule 478 thereunder, 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 No. 1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on April 24, 2009.
TIME WARNER INC.
By: /s/ Brenda C. Karickhoff
-------------------------------------
Name: Brenda C. Karickhoff
Title: Senior Vice President and
Deputy General Counsel
Note: No other person is required to sign this Post-Effective Amendment No. 1
to the Registration Statement in reliance upon Rule 478 under the Securities
Act of 1933.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
and Rule 478 thereunder, 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 No. 1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on April 24, 2009.
TW AOL HOLDINGS INC.
By: /s/ Brenda C. Karickhoff
-------------------------------------
Name: Brenda C. Karickhoff
Title: Senior Vice President
Note: No other person is required to sign this Post-Effective Amendment No. 1
to the Registration Statement in reliance upon Rule 478 under the Securities
Act of 1933.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
and Rule 478 thereunder, 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 No. 1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on April 24, 2009.
HISTORIC TW INC.
By: /s/ Brenda C. Karickhoff
-------------------------------------
Name: Brenda C. Karickhoff
Title: Senior Vice President
Note: No other person is required to sign this Post-Effective Amendment No. 1
to the Registration Statement in reliance upon Rule 478 under the Securities
Act of 1933.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
and Rule 478 thereunder, 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 No. 1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on April 24, 2009.
TURNER BROADCASTING SYSTEM, INC.
By: /s/ Brenda C. Karickhoff
-------------------------------------
Name: Brenda C. Karickhoff
Title: Senior Vice President
Note: No other person is required to sign this Post-Effective Amendment No. 1
to the Registration Statement in reliance upon Rule 478 under the Securities
Act of 1933.