-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tw1r1laAkb/KjWxZEDPg+4L7qQAAW3kGkk7U0LIOiEzEZwIhEBbE3DCg49UP73uA rkVZV3ZlU+8UEHHDbb33/Q== 0001105705-02-000037.txt : 20020815 0001105705-02-000037.hdr.sgml : 20020815 20020814183305 ACCESSION NUMBER: 0001105705-02-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020814 ITEM INFORMATION: FILED AS OF DATE: 20020815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AOL TIME WARNER INC CENTRAL INDEX KEY: 0001105705 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 134099534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15062 FILM NUMBER: 02738601 BUSINESS ADDRESS: STREET 1: 75 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124848000 MAIL ADDRESS: STREET 1: 75 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10019 8-K 1 k8aoltw814.txt AOLTW 8-K 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): August 14, 2002 AOL TIME WARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-15062 13-4099534 ---------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 75 Rockefeller Plaza, 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) 2 Item 9. Regulation FD Disclosure. On August 14, 2002, each of the Principal Executive Officer, Richard D. Parsons, and the Principal Financial Officer, Wayne H. Pace, of AOL Time Warner Inc. (the "Company") submitted to the Securities and Exchange Commission ("SEC") a sworn statement pursuant to SEC Order No. 4-460 (June 27, 2002). A copy of each of these statements is included herewith as an Exhibit. In addition, on August 14, 2002, the Company filed with the SEC its Quarterly Report on Form 10-Q for the quarter ended June 30, 2002. As required by 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ("Section 906"), this filing was accompanied by a certification of the Company's Principal Executive Officer and its Principal Financial Officer as to the matters required by Section 906. A copy of this certification is included herewith as an Exhibit. The information in this Current Report on Form 8-K, including exhibits, shall not be deemed to be incorporated by reference into the Company's filings with the SEC under the Securities Act of 1933. Exhibits. The following exhibits are furnished as part of this Report: Exhibit Description - ------- ----------- 99.1 Statement Under Oath of Principal Executive Officer dated August 14, 2002. 99.2 Statement Under Oath of Principal Financial Officer dated August 14, 2002. 99.3 Certification pursuant to Section 906 of Principal Executive Officer and Principal Financial Officer dated August 14, 2002. 3 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. AOL TIME WARNER INC. By: /s/ Wayne H. Pace ---------------------------------- Name: Wayne H. Pace Title: Executive Vice President and Chief Financial Officer Date: August 14, 2002 4 EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Statement Under Oath of Principal Executive Officer dated August 14, 2002. 99.2 Statement Under Oath of Principal Financial Officer dated August 14, 2002. 99.3 Certification pursuant to Section 906 of Principal Executive Officer and Principal Financial Officer dated August 14, 2002. EX-99 3 exhibit991aoltw.txt EXHIBIT 99.1 Exhibit 99.1 Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings I, Richard D. Parsons, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of AOL Time Warner Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the year ended December 31, 2001 of AOL Time Warner Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of AOL Time Warner Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Richard D. Parsons Subscribed and sworn to - ------------------------ before me this 14th day Richard D. Parsons of August, 2002 Chief Executive Officer August 14, 2002 /s/ Elisa N. Sheridan ------------------------ Notary Public My Commission Expires: February 17, 2006 EX-99 4 exhibit992aoltw.txt EXHIBIT 99.2 Exhibit 99.2 Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings I, Wayne H. Pace, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of AOL Time Warner Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the year ended December 31, 2001 of AOL Time Warner Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of AOL Time Warner Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Wayne H. Pace Subscribed and sworn to - -------------------- before me this 14th day Wayne H. Pace of August, 2002 Chief Financial Officer August 14, 2002 /s/ Elisa N. Sheridan ---------------------- Notary Public My Commission Expires: February 17, 2006 EX-99 5 exhibit993aoltw.txt EXHIBIT 99.3 Exhibit 99.3 Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Quarterly Report on Form 10-Q (the "Form 10-Q") of AOL Time Warner Inc., a Delaware corporation (the "Company"), for the quarter ended June 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned officers of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his respective knowledge: 1. the Report fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 14, 2002 /s/ Richard D. Parsons -------------------------- Richard D. Parsons Chief Executive Officer Dated: August 14, 2002 /s/ Wayne H. Pace -------------------------- Wayne H. Pace Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----