-----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, TnSefRmsB34dTqtcd4lXBtZ7KPRjc94MgVJ8RDyoRFq5P0dUqUOTMZ4CIEBAgKYl +Ci5ZgRdS4rmw5WwT49anQ== 0001105705-03-000005.txt : 20030123 0001105705-03-000005.hdr.sgml : 20030123 20030123171827 ACCESSION NUMBER: 0001105705-03-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030116 ITEM INFORMATION: Other events FILED AS OF DATE: 20030123 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: 03522843 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 k8aoltwjan16.txt AOLTW JAN. 16 8K 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 16, 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 16, 2003, AOL Time Warner Inc. ("AOLTW") announced that its Board of Directors had decided to combine the positions of Chairman of the Board and Chief Executive Officer and unanimously elected Richard Parsons to the post effective at its annual meeting of stockholders to be held in May 2003. 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 16, 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 23, 2003 4 EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Press release issued January 16, 2003 by AOLTW. EX-99 3 exhibit991toaoltwjan168k.txt EXHIBIT 99.1 TO AOLTW JAN. 16 8K Exhibit 99.1 AOL Time Warner Jan. 16, 2003 AOL Time Warner Board of Directors Unanimously Elects Dick Parsons Chairman/CEO Board Reaffirms Its Strong Governance Measures NEW YORK -- The Board of Directors of AOL Time Warner Inc. (NYSE:AOL) today announced that it will combine the positions of Chairman and Chief Executive Officer and unanimously elected Dick Parsons to that post. The appointment will become effective at the May 16, 2003 Annual Meeting of Shareholders. In making this announcement, the Board reaffirmed its strong governance measures, which include executive sessions of all non-management directors without the CEO and other management present. These executive sessions are held in conjunction with every Board meeting and are chaired in each instance by the non-management director who serves as chairman of the appropriate Board committee. As previously announced, Steve Case will step down as Chairman effective May 16. Mr. Case will be nominated as a non-management director in the 2003 proxy statement. Mr. Case said: "After deliberating this week, the Board unanimously agreed that Dick should be named Chairman. I am delighted by this decision and look forward to working with Dick to ensure a smooth transition." Mr. Parsons said: "I am highly gratified that the Board shares my determination to maximize AOL Time Warner's tremendous potential. As we address the challenges facing our Company and the industries in which we operate, I will work together with the extraordinary people in this Company to focus on increasing value for our customers and our shareholders." AOL Time Warner AOL Time Warner 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-----