-----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, P4VE7IgBySAAwsEpYIBdi63dhI24H1IMr/1VhrDBqPQDTthtG4lcC/2WN95Pe8RF 1DoclEzcV3YrWoswEbQSzw== 0001105705-06-000002.txt : 20060118 0001105705-06-000002.hdr.sgml : 20060118 20060118163641 ACCESSION NUMBER: 0001105705-06-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060117 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060118 DATE AS OF CHANGE: 20060118 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: 06535923 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 k8twijanuary172006.txt TIME WARNER INC. 8-K JANUARY 17, 2006 ================================================================================ 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): January 17, 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 5.02 Departure of Director - -------------------------------- On January 17, 2006, Miles R. Gilburne notified the Board of Directors of Time Warner Inc. ("Time Warner" or the "Company") of his decision not to stand for re-election to the Board of Directors at the Company's annual meeting of stockholders in 2006. Mr. Gilburne will continue to serve as a director of Time Warner until the 2006 annual meeting of stockholders, which is currently expected to be held in May 2006. The press release issued by Time Warner Inc. on January 17, 2006 announcing Mr. Gilburne's decision is attached hereto as Exhibit 99.1. 2 Item 9.01 Financial Statements and Exhibits - ------------------------------------------- Exhibit 99.1 Press Release dated January 17, 2006 issued by Time Warner Inc. 3 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: January 18, 2006 4 EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Press release dated January 17, 2006 issued by Time Warner Inc. 5 EX-99.1 2 k8gilburneexhibit991.txt GILBURNE PRESS RELEASE EXHIBIT 99.1 Time Warner NEWS ------------------------ For Immediate Release MILES R. GILBURNE TO STEP DOWN FROM TIME WARNER'S BOARD OF DIRECTORS NEW YORK, January 17, 2006 - Time Warner Inc. (NYSE: TWX) announced today that Miles R. Gilburne has decided not to stand for re-election to its Board of Directors in 2006. Mr. Gilburne will continue to serve as a Director of Time Warner until the company's 2006 annual meeting of stockholders. Time Warner's Chairman and Chief Executive Officer Dick Parsons said: "On behalf of Time Warner's Board of Directors and senior management team, I thank Miles Gilburne for his years of dedicated service to the company, both as a Board member and as a senior executive at America Online, where he was instrumental in building AOL into an industry leader. Our company has greatly benefited from his pioneering energy and forward-thinking insights. We will also miss his intelligence and creativity. We wish him well." Mr. Gilburne said: "Although Time Warner is a great company and serving on its Board of Directors has been a great honor, I have concluded that my expertise and skills can best be leveraged at this time as a participant in younger companies with a more exclusive focus on digital products and services for an increasingly networked world. Although I will not stand for re-election, I will serve as a Director for the remainder of my term and will continue to work with Dick Parsons and my fellow Board members in our ongoing efforts to deliver value for Time Warner shareholders." Mr. Gilburne, 54, served as a Director of America Online from 1999 until the AOL/Time Warner merger in January 2001, and has been a Director of the company since that date. From 1995 to 1999, he was Senior Vice President, Corporate Development at America Online, where he was responsible for strategic planning and for major corporate acquisitions, joint ventures and alliances. Since 2000, Mr. Gilburne has been a managing member of ZG Ventures, LLC, a venture capital and investment company. 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. Contact: Susan Duffy (212) 484-6686 # # # -----END PRIVACY-ENHANCED MESSAGE-----