UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 19, 2006
TIME WARNER INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-15062 13-4099534
-------- ------- ----------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
One Time Warner Center, New York, New York 10019
------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
212-484-8000
------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
--------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
On October 19, 2006, Time Warner Cable Inc. ("TWC"), a subsidiary of Time Warner
Inc. (the "Company" or "Time Warner"), announced that its subsidiary, Time
Warner Entertainment Company, L.P. ("TWE"), commenced a consent solicitation to
amend certain provisions of the Indenture, dated as of April 30, 1992, among
TWE, TWC, TW NY Cable Holding Inc., certain other subsidiaries of the Company
and The Bank of New York, as Trustee (as amended, the "TWE Indenture"). A total
of $3.2 billion aggregate principal amount of debt securities are currently
outstanding under the TWE Indenture (collectively, the "TWE Bonds").
The proposed amendments to the TWE Indenture, if adopted, will simplify the
guaranty structure of the TWE Bonds and amend the reporting obligations under
the TWE Indenture by (i) amending the existing guaranty of the TWE Bonds
provided by TWC to provide a direct guaranty of the TWE Bonds by TWC, rather
than a guaranty of the TW Partner Guaranties (as defined below), (ii)
terminating the existing guaranties (the "TW Partner Guaranties") currently
provided by American Television and Communications Corporation ("ATC") and
Warner Communications Inc. ("WCI"), which entities are subsidiaries of Time
Warner that no longer own any direct equity interest in TWE, and (iii) amending
TWE's reporting obligations under the TWE Indenture to allow TWE to provide
holders of the TWE Bonds with quarterly and annual reports that TWC (or any
other ultimate parent guarantor, as described in the Consent Solicitation
Statement for the consent solicitation) would be required to file with the
Securities and Exchange Commission (the "Commission") pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"),
if it were required to file such reports with the Commission in respect of the
TWE Bonds pursuant to such section of the Securities Exchange Act, except that
financial information for persons other than such reporting person, exhibits and
officers' certifications may be omitted where such items are not actually
required by law. If the proposed amendments to the TWE Indenture are adopted,
the Company expects TWC to implement the same guaranty structure with respect to
its commercial paper program and that the existing guaranties provided by ATC
and WCI under TWC's revolving and term loan credit facilities will automatically
terminate in accordance with the terms of such credit facilities, in each case,
following the effectiveness of the amendments to the TWE Indenture.
A copy of the press release issued by TWC announcing the commencement of the
consent solicitation is filed as Exhibit 99.1 to this report and incorporated
herein by reference.
The information included in this report, including the press release attached as
Exhibit 99.1, is provided to satisfy the public disclosure requirements of
Regulation FD. This information is being "furnished" to the Commission and shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act,
or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Exchange Act or the
Securities Act of 1933, as amended, except as expressly set forth by specific
reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
------- -----------
99.1 Press Release, dated October 19, 2006, issued by Time Warner
Cable Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TIME WARNER INC.
By: /s/ James W. Barge
---------------------
Name: James W. Barge
Title: Senior Vice President
and Controller
Date: October 19, 2006
EXHIBIT LIST
Exhibit Description
------- -----------
99.1 Press Release, dated October 19, 2006, issued by Time Warner
Cable Inc.