UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 7, 2006
TIME WARNER INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-15062 13-4099534
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
One Time Warner Center, New York, New York 10019
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(Address of Principal Executive Offices) (Zip Code)
212-484-8000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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 December 7, 2006, Time Warner Cable Inc., a Delaware corporation ("TWC") and
a subsidiary of Time Warner Inc., a Delaware corporation ("Time Warner"), filed
Amendment No. 1 to the registration statement on Form S-1 (the "TWC Registration
Statement") with the Securities and Exchange Commission (the "Commission") in
connection with a proposed initial public offering of TWC's Class A common
stock. As previously reported, the TWC Registration Statement was initially
filed with the Commission on October 18, 2006. All of the shares of the Class A
common stock that will be registered pursuant to the TWC Registration Statement
are being sold by Adelphia Communications Corporation, the selling stockholder,
and neither TWC nor Time Warner will receive any proceeds from the proposed
offering.
The information included in this report, including the information in Amendment
No. 1 to the TWC Registration Statement attached as Exhibit 99.1, is
incorporated by reference into this Item 7.01 in satisfaction of 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 of 1934, as amended (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 (the "Securities Act"), except as expressly
set forth by specific reference in such a filing.
This report does not constitute an offer to sell or the solicitation of an offer
to buy any security and shall not constitute an offer, solicitation or sale of
any securities in any jurisdiction in which such offering, solicitation or sale
would be unlawful.
Caution Concerning Forward-Looking Statements
This report includes certain forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act. Such forward-looking statements include, but are not limited to, statements
about future financial and operating results of TWC; the plans, objectives,
expectations and intentions of Time Warner and TWC; and other statements that
are not historical facts. These statements are based on the current expectations
and beliefs of the management of Time Warner and TWC, and are subject to
uncertainty and changes in circumstances.
Time Warner cautions readers that any forward-looking information is not a
guarantee of future performance and that actual results may vary materially from
those expressed or implied by the statements herein, due to changes in economic,
business, competitive, technological, strategic or other regulatory factors, as
well as factors affecting the operations of TWC. More detailed information about
certain of these and other factors may be found in filings by Time Warner with
the Commission, including its most recent Annual Report on Form 10-K, as
amended, in the section entitled "Risk Factors and Caution Concerning
Forward-Looking Statements." Time Warner is under no obligation to, and
expressly disclaims any obligation to, update or alter the forward-looking
statements contained in this document, whether as a result of new information,
future events, or otherwise.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
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99.1 Amendment No. 1 to the Registration Statement of Time Warner
Cable Inc. ("TWC")(incorporated by reference to Amendment No. 1
to the Registration Statement on Form S-1 filed by TWC with the
Securities and Exchange Commission on December 7, 2006 (File
No. 333-138052)).
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/ Wayne H. Pace
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Name: Wayne H. Pace
Title: Executive Vice President
and Chief Financial Officer
Date: December 7, 2006
EXHIBIT INDEX
Exhibit Description
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99.1 Amendment No. 1 to the Registration Statement of Time Warner
Cable Inc. ("TWC") (incorporated by reference to Amendment No. 1
to the Registration Statement on Form S-1 filed by TWC with the
Securities and Exchange Commission on December 7, 2006 (File No.
333-138052)).