-----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, CkhyyY9gRb6qz2S9uvfjHTY86/crCZx00socJqC8R+ttjAMFltBIJbuhEaupH3pw YsfHAatil4PMPMqjhD+NUg== 0001105705-06-000071.txt : 20061019 0001105705-06-000071.hdr.sgml : 20061019 20061019080005 ACCESSION NUMBER: 0001105705-06-000071 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061019 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061019 DATE AS OF CHANGE: 20061019 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: 061152023 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 f06-10_198k.txt FORM 8-K 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): October 19, 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 7.01 Regulation FD Disclosure. On October 19, 2006, Time Warner Cable Inc. ("TWC"), a subsidiary of Time Warner Inc. (the "Company" or "Time Warner"), announced that its subsidiary, Time Warner Entertainment Company, L.P. ("TWE"), commenced a consent solicitation to amend certain provisions of the Indenture, dated as of April 30, 1992, among TWE, TWC, TW NY Cable Holding Inc., certain other subsidiaries of the Company and The Bank of New York, as Trustee (as amended, the "TWE Indenture"). A total of $3.2 billion aggregate principal amount of debt securities are currently outstanding under the TWE Indenture (collectively, the "TWE Bonds"). The proposed amendments to the TWE Indenture, if adopted, will simplify the guaranty structure of the TWE Bonds and amend the reporting obligations under the TWE Indenture by (i) amending the existing guaranty of the TWE Bonds provided by TWC to provide a direct guaranty of the TWE Bonds by TWC, rather than a guaranty of the TW Partner Guaranties (as defined below), (ii) terminating the existing guaranties (the "TW Partner Guaranties") currently provided by American Television and Communications Corporation ("ATC") and Warner Communications Inc. ("WCI"), which entities are subsidiaries of Time Warner that no longer own any direct equity interest in TWE, and (iii) amending TWE's reporting obligations under the TWE Indenture to allow TWE to provide holders of the TWE Bonds with quarterly and annual reports that TWC (or any other ultimate parent guarantor, as described in the Consent Solicitation Statement for the consent solicitation) would be required to file with the Securities and Exchange Commission (the "Commission") pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"), if it were required to file such reports with the Commission in respect of the TWE Bonds pursuant to such section of the Securities Exchange Act, except that financial information for persons other than such reporting person, exhibits and officers' certifications may be omitted where such items are not actually required by law. If the proposed amendments to the TWE Indenture are adopted, the Company expects TWC to implement the same guaranty structure with respect to its commercial paper program and that the existing guaranties provided by ATC and WCI under TWC's revolving and term loan credit facilities will automatically terminate in accordance with the terms of such credit facilities, in each case, following the effectiveness of the amendments to the TWE Indenture. A copy of the press release issued by TWC announcing the commencement of the consent solicitation is filed as Exhibit 99.1 to this report and incorporated herein by reference. The information included in this report, including the press release attached as Exhibit 99.1, is provided to satisfy the public disclosure requirements of Regulation FD. This information is being "furnished" to the Commission and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. Exhibit Description - ------- ----------- 99.1 Press Release, dated October 19, 2006, issued by Time Warner Cable Inc. 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. TIME WARNER INC. By: /s/ James W. Barge --------------------- Name: James W. Barge Title: Senior Vice President and Controller Date: October 19, 2006 EXHIBIT LIST Exhibit Description - ------- ----------- 99.1 Press Release, dated October 19, 2006, issued by Time Warner Cable Inc. EX-99 2 f06-10_198kex.txt EXHIBIT 99.1 EXHIBIT 99.1 TIME WARNER CABLE For Immediate Release Time Warner Cable Inc. Announces Consent Solicitation for Amendments to TWE Indenture STAMFORD, CT, October 19, 2006 - Time Warner Cable Inc. announced that its subsidiary, Time Warner Entertainment Company, L.P. ("TWE"), today commenced a consent solicitation to amend the indenture governing the following outstanding debt securities of TWE (the "Securities"): o $600,000,000 7.25% Senior Debentures due 2008 (CUSIP 88731EAK6) o $250,000,000 10.15% Senior Notes due 2012 (CUSIP 88731EAC4) o $350,000,000 8.875% Senior Notes due 2012 (CUSIP 88731EAD2) o $1,000,000,000 8.375% Senior Notes due 2023 (CUSIP 88731EAF7) o $1,000,000,000 8.375% Senior Notes due 2033 (CUSIP 88731EAJ9) TWE is soliciting consents from security holders of record as of October 18, 2006. The proposed amendments, if adopted, will amend the reporting obligations under the indenture and simplify the guarantee structure of the Securities. TWE is offering to pay to each holder who validly delivers its consent prior to the expiration of the solicitation and does not revoke such consent a payment of $2.50 for each $1,000 principal amount of Securities to which such consent relates. The solicitation will expire at 5:00 p.m., New York City time, on November 2, 2006 unless extended. The detailed terms and conditions of the consent solicitation are set forth in a consent solicitation statement and related letter of consent dated October 19, 2006. Lehman Brothers and Merrill Lynch & Co. will act as Solicitation Agents for the consent solicitation. D.F. King & Co., Inc. will act as the Tabulation/Information Agent. Requests for documents may be directed to D.F. King & Co., Inc. by telephone at (800) 848-3416 (toll free) or (212) 269-5550 (banks and brokers). Questions regarding the consent solicitation may be directed to Lehman Brothers at (800) 438-3242 (toll free) or (212) 528-7581 (collect) or to Merrill Lynch & Co. at (888) 654-8637 (toll free) or (212) 449-4914 (collect). This announcement is for informational purposes only and is not an offer to purchase or sell, a solicitation of an offer to purchase or sell, or a solicitation of consents with respect to any securities. The solicitation is being made solely pursuant to the above-described consent solicitation statement dated October 19, 2006 and the related letter of consent. About Time Warner Cable Time Warner Cable owns and manages cable systems serving 13.5 million subscribers in 33 states. Passing approximately 26 million homes, Time Warner Cable includes some of the most technologically advanced and best-clustered cable systems in the country, with nearly 85 percent of the Company's customers located in five geographic regions: New York, Texas, Ohio, the Carolinas and southern California. Leveraging its leadership in innovation and quality customer care, Time Warner Cable delivers advanced products and services such as video on demand, high definition television, digital video recorders, high-speed data and Digital Phone. Time Warner Cable is a subsidiary of Time Warner Inc. (NYSE: TWX). Contact Mark Harrad of Time Warner Cable (203) 328-0613 # # # -----END PRIVACY-ENHANCED MESSAGE-----