-----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, TFqZK85wycL3AH7hDNphDMDq5KBVhzZEf9DqJ0LMhMIPkv+HSTNWnhoG6caXafy8 S5m7QMc77G9O0KXX05Qlpw== 0001105705-03-000002.txt : 20030114 0001105705-03-000002.hdr.sgml : 20030114 20030114164318 ACCESSION NUMBER: 0001105705-03-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030112 ITEM INFORMATION: Other events FILED AS OF DATE: 20030114 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: 03513817 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 k8aoltw112.txt AOL TIME WARNER INC. 8-K JAN. 12, 2003 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): January 12, 2003 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. 5. Other Events. On January 12, 2003, AOL Time Warner Inc. ("AOLTW" or the "Company") announced that Stephen M. Case had notified the Company that he had decided to step down as Chairman of the Company effective at the annual meeting of stockholders to be held in May 2003, but would continue to serve as a director of the Company. A copy of the press release is attached as Exhibit 99.1 to this report. Item 7. Exhibits. Exhibit Description - ------- ----------- 99.1 Press release issued January 12, 2003 by AOLTW. 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: January 14, 2003 4 EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Press release issued January 12, 2003 by AOLTW. EX-99 3 exhibit991tojan12aoltw8k.txt EXHIBIT 99.1 TO AOLTW JAN. 12, 2003 8K Exhibit 99.1 AOL Time Warner Jan. 12, 2003 Steve Case to Step Down as Chairman of AOL Time Warner in May; Case to Continue as Board Member NEW YORK-AOL Time Warner Inc. (NYSE: AOL) today announced that Steve Case has decided to step down as Chairman effective at the Annual Shareholders Meeting in May. Case notified CEO Dick Parsons and the Board of Directors of his decision over the weekend. In informing the Board, Case said: "As you might expect, this decision was personally very difficult for me, as I would love to serve as Chairman of this great company for many years to come, and as an architect of the merger I have felt it was important that I stay the course as Chairman and help get things on track. However, after careful consideration, I believe stepping down is in the best interest of the company, for three reasons. "First, this company does not need distractions at this critical time, and given that some shareholders continue to focus their disappointment with the company's post-merger performance on me personally, I have concluded that we should take steps now to avoid the possibility of that effort hindering our ability to pull together as a team and focus fully on our businesses. "Second, important progress has been made over the past year in building a new foundation for the future. This includes transitioning to the new leadership of Dick Parsons, Jeff Bewkes, and Don Logan; installing new management at AOL and developing a revitalization plan that puts the focus squarely back on our members; and initiating a comprehensive companywide strategic review that led to the creation of the Board's Strategy Committee, the identification of the core strategic initiatives we need to pursue, and the inclusion of specific programs in each of these areas in the budget and long-term plan. Given this progress and the fact that we're moving into more of an execution phase, this seems like an appropriate time for me to announce that I will step aside. "Third, I have concluded that I can continue to make a significant contribution even after I step down as Chairman. By remaining a director and continuing to co-chair the Strategy Committee, I believe I can help ensure that we maintain a balanced perspective, meeting current challenges with best-of-class execution, while using our unique assets to create new services and businesses that meet new consumer habits enabled by new technologies. Despite the current cynical view on Wall Street, there is growing evidence on Main Street that consumers increasingly desire and demand more choice, convenience, and control from the media they consume. I will continue to advocate a forward-looking view, so that when the environment and our performance improve, our company will be well positioned to benefit from these trends. "The bottom line is this: I love the company, and will do whatever I can to make it successful. I believed in America Online when we built it; I believed in AOL Time Warner when we created it; and I continue to believe in the great potential of this company and its people. While my role will change, my enthusiasm for what this company can accomplish won't diminish." Dick Parsons, CEO of AOL Time Warner, said, "I have valued partnering with Steve and am pleased he will continue to be active as a director even after he steps down as Chairman in May. His extraordinary vision and unique experience will be invaluable and I look forward to working with him for years to come." About AOL Time Warner Inc. AOL Time Warner Inc. is the world's leading media and entertainment company, whose businesses include interactive services, cable systems, filmed entertainment, television networks, music and publishing. Contact Info: Edward Adler (212) 484-6630 Tricia Primrose (212) 484-7450 -----END PRIVACY-ENHANCED MESSAGE-----