Time Warner Announces Agreement to Purchase a Portion of Toshiba and Itochu Shares

March 20, 1998

Time Warner announced today that it entered into a forward purchase transaction on 9.1 million shares of its common stock. In a related transaction, Toshiba and ITOCHU sold an equal number of shares to an affiliate of Citicorp representing about 29% of their combined holdings. Time Warner's Board increased by 9.1 million the number of shares authorized to be repurchased under Time Warner's existing buyback program, which is designed to offset the effects of future share issuances related to the exercise of existing stock options and the potential conversion of certain convertible securities.

Time Warner Chairman and CEO Gerald M. Levin said, "Today's announcement underscores our optimism about the future performance of our company and our ongoing competitive strength. What this transaction will allow us to do is to effectively buy back our stock at $67.89 per share plus a financing charge. In addition, the shares sold by Toshiba and ITOCHU are shares converted from preferred stocks that paid an enhanced dividend, saving us $26 million in preferred dividends alone."

Yesterday, Toshiba and ITOCHU converted part of their preferred holdings into 3,644,620 and 5,500,252 shares of Time Warner common stock respectively, which were then sold to an affiliate of Citicorp at an average of $67.89 per share pursuant to terms of agreements negotiated between Toshiba, ITOCHU and Time Warner. The forward purchase agreement matures in two years and provides for settlement at that time (or earlier at Time Warner's option) at $67.89 per share plus a financing charge. Time Warner also has the right to issue shares to satisfy its obligations under the agreement.

The forward purchase transaction was structured and arranged with Citibank N.A.

Time Warner Inc., the world=s leading media and entertainment company, consists of four fundamental businesses: entertainment, cable networks, publishing and cable, with interests in filmed entertainment, television production, broadcasting, recorded music, music publishing, cable-television programming, sports franchises, magazines, book publishing and cable-television systems.

Contact Info: