-----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, VKhp1UXGUgKF0XtfcU5dGASN4sfURiahVCWNwNMd0OEJC16pxA5wwt9qoDd7tNbF zUP9e9pGXOjbVcqwg2ljuA== 0001105705-05-000047.txt : 20051223 0001105705-05-000047.hdr.sgml : 20051223 20051223102358 ACCESSION NUMBER: 0001105705-05-000047 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051220 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051223 DATE AS OF CHANGE: 20051223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 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: 051284235 BUSINESS ADDRESS: STREET 1: ONE TIME WARNER CENTER CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124848000 MAIL ADDRESS: STREET 1: ONE TIME WARNER CENTER CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: AOL TIME WARNER INC DATE OF NAME CHANGE: 20000208 8-K 1 k8twi12-20.txt TIME WARNER INC. FORM 8-K DECEMBER 20, 2005 ================================================================================ 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): December 20, 2005 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 5.02 Departure of Principal Officer; Appointment of Principal Officer - --------------------------------------------------------------------------- On December 21, 2005, the Company announced that Don Logan, its Chairman, Media & Communications Group, will retire effective December 31, 2005. Mr. Logan, who currently serves as a director of Time Warner Cable Inc., will become the non-executive chairman of the board of Time Warner Cable. The Company also announced that Jeffrey Bewkes, age 53, who has served as its Chairman, Entertainment & Networks Group since July 2002, has been appointed President & Chief Operating Officer of Time Warner Inc. effective January 1, 2006. Prior to being appointed to his current position in July 2002, Mr. Bewkes served as the CEO of Home Box Office from May 1995. The description of the employment agreement between Mr. Bewkes and the Company, which has not been changed at this time, is incorporated herein by reference to the Company's Proxy Statement for its 2005 Annual Meeting of Stockholders (filed April 4, 2005). The press release issued by Time Warner Inc. on December 21, 2005 announcing the retirement of Mr. Logan and the promotion of Mr. Bewkes is attached hereto as Exhibit 99.1. 2 Item 8.01. Other Events - -------------------------- On December 20, 2005, Time Warner Inc. ("Time Warner") and America Online, Inc. ("AOL") entered into a letter agreement (the "Agreement") with Google Inc. ("Google" and, together with Time Warner and AOL, the "Parties"), pursuant to which the Parties agreed to consummate the transactions described in the Agreement. The Parties also agreed to negotiate and enter into definitive agreements, which are expected to be signed in the first calendar quarter of 2006, related to such transactions. The Parties have also agreed upon a binding expedited arbitration procedure, which should be completed during the first quarter of 2006, to resolve any disagreements between the Parties that would otherwise prevent the entering into of definitive agreements during the first quarter of 2006. The Agreement provides that, in the event the Parties do not enter into definitive agreements to consummate certain of the transactions described in the Agreement by February 18, 2006, the commercial transactions will take effect pursuant to the terms described in the Agreement. The material terms of the Agreement are as follows: Investment by Google in AOL (the "AOL Investment") -------------------------------------------------- o Investment. In exchange for $1 billion, Google will acquire a 5% equity interest in AOL through an investment in a limited ---liability company ("HoldCo") that will own all of the outstanding equity interests in AOL. o Registration Rights. HoldCo will grant Google certain registration rights as follows: o Beginning on July 1, 2008, Google will have certain rights to require HoldCo to register the HoldCo interests held by Google for sale in a public offering. If Google exercises this right, Time Warner will have the right to purchase Google's interests for cash or shares of Time Warner stock based on an appraised fair market value of Google's equity interest in HoldCo in lieu of conducting an initial public offering. o Google will have certain piggyback registration rights that it may exercise in respect of an initial public offering or follow-on offering initiated by HoldCo either before or after July 1, 2008, subject to certain underwriter cutback provisions. o Consent Rights. HoldCo will agree not to take certain actions without the prior consent of Google, including amendments to the HoldCo operating agreement (if such amendments would be adverse to Google) and entering into certain interested party transactions between HoldCo and AOL and affiliates of Time Warner. o Sale of HoldCo or AOL Assets. In the event of a sale of all or substantially all of the assets of HoldCo or AOL, Time Warner would cause the distribution to Google of its pro rata portion of such sale. o Pre-emptive Rights. Google will have a pre-emptive right to purchase its pro rata portion of any new issuance of equity capital by HoldCo or AOL. o Transfer Provisions. Google may not transfer its equity interest in HoldCo except under limited circumstances. Time Warner is permitted to transfer its interests in HoldCo or AOL. Under certain circumstances involving the transfer or issuance of HoldCo equity interests or the transfer of AOL equity interests by Time Warner, Google can elect to have Time Warner or HoldCo purchase Google's equity interest in HoldCo at an appraised fair market value. Google will also have the right to tag along on sales by Time Warner of HoldCo interests, and Time Warner may require Google to sell its interests in certain circumstances. 3 Commercial Transactions ----------------------- The other transactions described in the Agreement are of a commercial nature, and the terms of the agreements and amendments are five years from the date of the Agreement. Web Search Services and Sponsored Links. AOL and Google have agreed to extend the term of their current multi-country web search services agreement and their current U.S. text-based advertising services agreement. AOL Europe and Google have also committed to maintain their European text-based advertising agreement for the same term, and AOL Europe has the ability to further extend the term for two additional years. AOL has agreed that Google will be its exclusive provider of the services provided under these agreements, subject to certain limitations. Although the U.S. text-based advertising services agreement is now subject to certain revenue guarantees from Google to AOL that apply given certain conditions, Google does not expect the net economics under these agreements to be materially different compared to that which would have otherwise resulted under the existing agreements. AOL Marketplace. In addition to the text-based advertising sold by Google that is distributed through its sponsored links syndication network (including AOL), Google has agreed to enable AOL to sell text-based advertising for distribution on the AOL properties. Google's revenue share from such advertising sold by AOL for AOL properties is roughly equivalent to the revenue share retained by it under the text-based advertising agreement for AOL properties. Display Advertising. Google has agreed to grant AOL certain information rights related to its network of display advertising space and the right to sell display advertising into that network. Promotion. Google has agreed to provide AOL with advertising credits and other promotional opportunities for AOL content consistent with Google principles. Google will also fund marketing efforts with third-party media outlets to promote agreed-upon AOL properties, events or initiatives that will be sponsored by Google. Content Availability. Google has agreed to assist AOL and Time Warner in understanding Google's published and/or publicly available tools for improving the accessibility of a web site's content to Google's web crawlers. Instant Messaging. Google and AOL have agreed to develop the ability for users of AOL's Instant Messenger service and Google Talk to interact with both services from both the AOL Instant Messenger client and the Google Talk client, which will require a user to register a Google Talk user name with the AOL Instant Messenger Service in order to access it. A press release announcing the Agreement was issued on December 20, 2005, a copy of which is being filed as Exhibit 99.2 hereto. 4 Item 9.01 Financial Statements and Exhibits - ------------------------------------------- Exhibit 99.1 Press Release dated December 21, 2005 issued by Time Warner Inc. Exhibit 99.2 Press Release dated December 20, 2005 issued by Google Inc., Time Warner Inc. and America Online, Inc. 5 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TIME WARNER INC. By: /s/ Wayne H. Pace ----------------------------------- Name: Wayne H. Pace Title: Executive Vice President and Chief Financial Officer Date: December 23, 2005 6 EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Press release dated December 21, 2005 issued by Time Warner Inc. 99.2 Press release dated December 20, 2005 issued by Google Inc., Time Warner Inc. and America Online, Inc. 7 EX-99 2 f05-12_21ex991.txt EXHIBIT 99.1 EXHIBIT 99.1 Time Warner NEWS ------------------------ For Immediate Release: TIME WARNER NAMES JEFF BEWKES PRESIDENT AND CHIEF OPERATING OFFICER Don Logan to Retire as Group Chairman; To Become Non-Executive Chairman of Time Warner Cable NEW YORK, NY, December 21, 2005 - Jeff Bewkes has been named President and Chief Operating Officer of Time Warner Inc. (NYSE:TWX), Chairman and Chief Executive Officer Dick Parsons announced today. Don Logan, Chairman of Time Warner's Media & Communications Group, plans to retire at the end of the current year and become the non-executive Chairman of Time Warner Cable's board of directors. Mr. Parsons said: "Since I asked Don and Jeff to help me run the company in the summer of 2002, we have overcome a long list of challenges and put this company back on track. We've worked hard to make Time Warner the best managed and most valuable portfolio of world-class media and entertainment assets by: strengthening our balance sheet, meeting our financial objectives, investing in our businesses, streamlining our structure, making smart strategic acquisitions, launching new products, capitalizing on the adjacencies among our businesses, returning value more directly to our stockholders and putting nearly all of our legal and regulatory issues behind us. By running our businesses better than ever, we continued to build sustainable long-term value, gained tremendous financial flexibility and positioned ourselves to take full advantage of the digital world's emerging opportunities. Now, after having accomplished all that together, we're smoothly transitioning our senior management team with Don's well-earned retirement and Jeff's well-deserved promotion." Mr. Parsons continued: "I'm delighted that our board of directors has approved Jeff's appointment as President and Chief Operating Officer of Time Warner. As Group Chairman, Jeff contributed to our recent achievements by overseeing record-breaking performances at our filmed entertainment and networks businesses, and providing critical leadership for cross-company initiatives involving the digital distribution of content. His previous record of stellar achievement at HBO speaks for itself. Jeff's unmatched combination of intelligence, energy, and understanding of our companies and industries will make him a superb leader for all of our businesses. Not only is Jeff a seasoned executive, but he brings long experience in dealing with the creative and technological aspects of our companies. I have every confidence that Jeff will continue to be a most effective partner for me, as we together work with the board to guide Time Warner into the future." Mr. Bewkes said: "I greatly appreciate the confidence that both Dick and the board of directors have shown in me with this appointment. Time Warner is made up of terrific businesses, and Dick and I will do everything possible to help all of them achieve their great potential for the benefit of our shareholders. Most crucial to our future success will be how well we're able to take advantage of the emerging technological opportunities. I believe no company is better positioned to succeed in the digital arena than Time Warner. There's never been a more exciting time to be in this business. We'll truly miss Don, but I look forward to working with the rest of the great Time Warner people on all of our future successes." Mr. Parsons said: "I thank Don for his 35 years of distinguished service to the company. Since coming to work with Jeff and me, he has provided critical leadership to our online, cable and publishing companies. Don deserves a great deal of credit for stabilizing AOL and starting its transition to an advertising-based business model - capped by this week's strategic alliance with Google. Time Warner Cable has delivered financial growth, launched such successful new products as Digital Phone and positioned itself for the Adelphia transaction. Time Inc. has continued to introduce new titles and make strategic international acquisitions. In sum, Don has completed his mission. What makes Don so remarkable is that all of these achievements came after his legendary climb from that first job at Southern Progress to become Chairman and CEO of Time Inc. - with its 41 straight quarters of profit growth. Happily, we'll again have the opportunity to benefit from Don's wisdom when he becomes Chairman of Time Warner Cable." Mr. Logan said: "I'm pleased to have spent my career working with the great people of Time Warner - from my wonderful days at Southern Progress and Time Inc. to my rewarding partnership with Dick and Jeff. I'm proud of everything that we achieved together - especially over the past 3 1/2 years as we together put Time Warner back on track. This is a tremendous company with truly impressive businesses, and I'm sure that it will continue to excel for many years to come. I can tell you from first-hand experience that Dick and Jeff are the right people to lead it. I will now be spending a lot more time at my home in Birmingham, but I'll be coming up to New York on a regular basis. And, thanks to my new role at Time Warner Cable, I'll still be able to continue contributing to Time Warner's promising future." Background on Mr. Bewkes Before his latest appointment, Mr. Bewkes had been serving as chairman of the Entertainment & Networks Group of Time Warner Inc. since July 2002. In that position, he oversaw Warner Bros., New Line Cinema, HBO and Cinemax, CNN, TNT, TBS, Cartoon Network and The WB Television Network. Previously, Mr. Bewkes had been chief executive officer of Home Box Office for seven years, where he was responsible for the overall management of the world's largest premium television company. Prior to becoming CEO of Home Box Office, Mr. Bewkes became its president and chief operating officer in 1991 and served as chief financial officer for the preceding five years. Before joining HBO, Mr. Bewkes served for two years as an account officer for Citibank, NA in New York. Previously, he was operations director for Sonoma Vineyards, Inc., in Healdsburg, CA. He earned a BA degree from Yale University and an MBA degree from Stanford Graduate School of Business. About Time Warner Inc. Time Warner Inc. is a leading media and entertainment company, whose businesses include interactive services, cable systems, filmed entertainment, television networks and publishing. Caution Concerning Forward-Looking Statements This document includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or beliefs, and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive, technological and/or regulatory factors, and other factors affecting the operation of the businesses of Time Warner Inc. More detailed information about these factors may be found in filings by Time Warner with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Time Warner is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise. Contacts: Time Warner - ----------- Edward Adler (212) 484-6630 Kathy McKiernan (212) 484-8043 # # # - -------------------------------------------------------------------------------- EX-99 3 f05-12_21ex992.txt EXHIBIT 99.2 EXHIBIT 99.2 For Immediate Release: TIME WARNER'S AOL AND GOOGLE TO EXPAND STRATEGIC ALLIANCE Creating Global Advertising Partnership Google to Invest $1 Billion for a 5% Stake in AOL Companies to Collaborate on Online Video Offering and Make More AOL Content Available to Google Users Google Talk Instant Messaging Software to Communicate With AIM Users MOUNTAIN VIEW, Calif., NEW YORK, NY, and DULLES, Va., December 20, 2005 - Google Inc. (NASDAQ: GOOG) and America Online, Inc., a wholly owned subsidiary of Time Warner Inc. (NYSE: TWX), today announced that they are expanding their current strategic alliance. The agreement creates a global online advertising partnership, makes more of AOL's industry-leading content available to Google users, and includes a $1 billion investment in AOL by Google. This strategic alliance expands on the original relationship between the two companies launched three years ago. Time Warner Chairman and Chief Executive Officer Dick Parsons said: "We're very pleased to build significantly on our special relationship with Google in a way that will meaningfully strengthen AOL's position in the fast-growing online advertising business and help drive more advertisers to its Web properties. This agreement is key to fulfilling our commitment to realize the potential of AOL's very large online audience. As digital technologies continue to drive industries together, the great value and opportunity inherent in Time Warner's structure and array of premier businesses becomes increasingly clear. A critical piece of this strategic alliance will be our content, which we will be making more accessible to Google users." Google Chief Executive Officer Eric Schmidt said: "AOL is one of Google's longest-standing partners, and we are thrilled to strengthen and expand our relationship. Today's agreement leverages technologies from both companies to connect Google users worldwide to a wealth of new content. We've also created a simple way for AOL Marketplace advertisers to buy and place search-related advertising across the AOL network. This partnership is an important next step for our companies." Serving Users and Advertisers Under the strategic alliance, Google and AOL will continue providing search technology to AOL's network of Internet properties worldwide. The agreement's broad range of new features for users and advertisers include: o Creating an AOL Marketplace through white labeling of Google's advertising technology - enabling AOL to sell search advertising directly to advertisers on AOL-owned properties; o Expanding display advertising throughout the Google network; o Making AOL content more accessible to Google Web crawlers; o Collaborating in video search and showcasing AOL's premium video service within Google Video; o Enabling Google Talk and AIM instant messaging users to communicate with each other, provided certain conditions are met; and o Providing AOL marketing credits for its Internet properties. AOL and Google have also agreed to extend the term of their existing European relationship, and, subject to mutual agreement, they may extend the AOL Marketplace internationally. In addition, Google, AOL and Time Warner may choose to expand the new partnership to Time Warner's other advertising opportunities. Google Investment in AOL Google will invest $1 billion for an effective 5% equity stake in America Online, Inc., allowing the company to participate in AOL's future success. Google will become the only shareholder in AOL other than Time Warner. Time Warner will retain management control and full strategic flexibility over AOL, while Google will have certain customary minority shareholder rights, including those associated with any future sale or public offering of AOL. Additional financial terms of the agreement were not disclosed. Don Logan, Chairman of Time Warner's Media & Communications Group, said: "We look forward to working with Google to extend our successful paid-search partnership to other forms of advertising. In addition, we're excited about the potential for driving more traffic to our network of Internet properties. This agreement builds on our 2004 acquisition of Advertising.com and our other efforts to make AOL a more attractive advertising partner. We're confident that this partnership marks the next big step in making AOL an even more important player in online advertising." Mr. Schmidt continued: "Our investment underscores our recognition of AOL as a valuable strategic asset and our desire both to contribute to and participate in its future success. We look forward to working with Dick Parsons and the management teams at Time Warner and AOL to take our already successful AOL relationship to even greater heights." 2 Jonathan Miller, AOL's Chairman and Chief Executive Officer, said: "AOL and Google have a very successful history working together, and this is an opportunity to take it to a new level that will benefit both companies and the customers we serve. We are excited about working with Google on the next generation of AOL products, while further expanding our presence on the Web. This is a great moment for AOL." About Google Inc. Google's innovative search technologies connect millions of people around the world with information every day. Founded in 1998 by Stanford Ph.D. students Larry Page and Sergey Brin, Google today is a top web property in all major global markets. Google's targeted advertising program provides businesses of all sizes with measurable results, while enhancing the overall web experience for users. Google is headquartered in Silicon Valley with offices throughout the Americas, Europe and Asia. For more information, visit www.google.com. About America Online, Inc. America Online, Inc. and its subsidiaries operate a leading network of Web brands and the largest Internet access subscription service in the United States. Brands include the AOL(R) service, the AOL.com(R) website, and the AIM(R), MapQuest(R), Moviefone(R), Netscape(R), CompuServe(R) and ICQ(R) services. America Online offers a range of digital services including the TotalTalk(R) voice service. The company also has operations in Canada and Europe. America Online, Inc. is based in Dulles, Virginia. About Time Warner Inc. Time Warner Inc. is a leading media and entertainment company, whose businesses include interactive services, cable systems, filmed entertainment, television networks and publishing. Caution Concerning Forward-Looking Statements This document includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current expectations or beliefs of management of Google Inc. and Time Warner Inc., and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive, technological and/or regulatory factors, and other factors affecting the operation of the respective businesses of Google and Time Warner. More detailed information about these factors may be found in filings by Google or Time Warner, as applicable, with the Securities and Exchange Commission, including their respective most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Google and Time Warner are under no obligation to, and expressly disclaims any such obligation to, update or alter their respective forward-looking statements, whether as a result of new information, future events, or otherwise. 3 Contacts: Time Warner Google - ----------- ------- Edward Adler (212) 484-6630 Lynn Fox (650) 253-2642 Kathy McKiernan (212) 484-8043 David Krane (650) 253-4096 AOL - ---- John Buckley (703) 265-3289 Tricia Primrose-Wallace (703) 265-2896 # # # - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----