Attached files
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EX-99.1 - PRESS RELEASE - WARNER MEDIA, LLC | ex99-1.htm |
EX-99.2 - UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET - WARNER MEDIA, LLC | ex99-2.htm |
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 9, 2009
TIME
WARNER INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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1-15062
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13-4099534
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||
(State
or Other Jurisdiction of
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(Commission
File Number)
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(IRS
Employer
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||
Incorporation)
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Identification
No.)
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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):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 2.01
Completion of Acquisition or Disposition of Assets.
On
December 10, 2009, Time Warner Inc. announced that it has completed the
previously announced spin-off of AOL Inc. (the “Spin-off”). Effective as of
11:59 p.m., New York City time, on December 9, 2009 (the “Distribution Date”),
Time Warner Inc. (“Time Warner”) distributed all of the issued and outstanding
shares of common stock, par value $0.01 per share (“AOL Common Stock”), of AOL
Inc. (“AOL”) to Time Warner’s stockholders of record as of 5:00 p.m., New York
City time, on November 27, 2009 (the “Record Date”) as a pro rata
dividend. On the Distribution Date, Time Warner stockholders received
one share of AOL Common Stock for every eleven shares of common stock, par value
$0.01 per share, of Time Warner held as of the Record Date and will receive cash
in lieu of any fractional shares of AOL Common Stock. The Spin-off
was completed pursuant to a separation and distribution agreement entered into
on November 16, 2009 by Time Warner and AOL for the purpose of legally and
structurally separating AOL from Time Warner. A copy of the press
release is filed as Exhibit 99.1 to this Current Report on Form
8-K.
After the
Distribution Date, Time Warner does not beneficially own any shares of AOL
Common Stock and, following such date, will not consolidate AOL’s financial
results for the purpose of its own financial reporting. The unaudited
pro forma consolidated financial information of Time Warner (reflecting the
Spin-off and certain other items, as described therein) and related notes
thereto are filed as Exhibit 99.2 to this Current Report on Form
8-K.
Caution
Concerning Forward-Looking Statements
This
Current Report on Form 8-K includes certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended and Section
21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements include, but are not limited to, statements about the
plans, objectives, expectations and intentions of Time Warner, including the
benefits of the Spin-off and other related transactions involving Time Warner
and AOL and their subsidiaries, and other statements that are not historical
facts. These statements are based on the current expectations and
beliefs of Time Warner’s management, 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 operation of the businesses of Time Warner and
AOL. More detailed information about certain of these and other
factors may be found in filings by Time Warner with the Securities and Exchange
Commission (the “SEC”), including its most recent Annual Report on Form 10-K and
its Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, in
each case in the sections entitled “Caution Concerning Forward-Looking
Statements” and “Risk Factors.” Various factors could cause actual
results to differ from those set forth in the forward-looking statements
including, without limitation, the risk that the anticipated benefits from the
Spin-off may not be fully realized or may take longer to realize than
expected. 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.
2
Item 9.01
Financial Statements and Exhibits.
(b)
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Pro
Forma Financial Information
The
unaudited pro forma consolidated balance sheet of Time Warner Inc. as of
September 30, 2009, and unaudited pro forma consolidated statements of
operations of Time Warner Inc. for the years ended December 31, 2008, 2007
and 2006 and for the nine months ended September 30, 2009 are filed as
Exhibit 99.2 to this Current Report on Form 8-K (which unaudited pro forma
financial information incorporates by reference unaudited pro forma
financial information from Time Warner Inc.’s Current Report on Form 8-K
filed with the SEC on March 13, 2009).
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(d)
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Exhibits
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Exhibit
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Description
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99.1
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Press
release issued December 10, 2009, by Time Warner Inc.
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99.2
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Unaudited
pro forma consolidated balance sheet of Time Warner Inc. dated as of
September 30, 2009, and unaudited pro forma consolidated statements of
operations of Time Warner Inc. for the years ended December 31, 2008, 2007
and 2006 and for the nine months ended September 30, 2009 (which unaudited
pro forma financial information incorporates by reference unaudited pro
forma financial information from Time Warner Inc.’s Current Report on Form
8-K filed with the SEC on March 13,
2009).
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3
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.
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By:
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/s/ John K. Martin, Jr. | ||
Name:
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John K. Martin, Jr. | ||
Title:
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Executive Vice President and
Chief Financial Officer
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Date: December
11, 2009
4
Exhibit
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Description
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99.1
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Press
release issued December 10, 2009, by Time Warner Inc.
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99.2
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Unaudited
pro forma consolidated balance sheet of Time Warner Inc. dated as of
September 30, 2009, and unaudited pro forma consolidated statements of
operations of Time Warner Inc. for the years ended December 31, 2008, 2007
and 2006 and for the nine months ended September 30, 2009 (which unaudited
pro forma financial information incorporates by reference unaudited pro
forma financial information from Time Warner Inc.’s Current Report on Form
8-K filed with the SEC on March 13,
2009).
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