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): November 2, 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 of (Commission File Number) (IRS Employer
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 1.01 Entry into a Material Definitive Agreement.
As previously reported by Time Warner Inc. (the "Company" or "Time Warner"), on
October 19, 2006, Time Warner Entertainment Company, L.P. ("TWE"), a subsidiary
of Time Warner Cable Inc. ("TWC") and Time Warner, commenced a consent
solicitation (the "Consent Solicitation") to amend certain provisions of the
Indenture, dated as of April 30, 1992, among TWE, TWC, TW NY Cable Holding Inc.
("TWNYCH"), 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 requisite consents in connection
with the Consent Solicitation were received. Accordingly, on November 2, 2006,
TWC, together with TWE, TWNYCH, certain other subsidiaries of the Company and
The Bank of New York, as Trustee, entered into the Eleventh Supplemental
Indenture to the TWE Indenture, which (i) amends the indirect guaranty of the
TWE Bonds previously provided by TWC to provide a direct guaranty of the TWE
Bonds by TWC, (ii) terminates the guaranties (the "TW Partner Guaranties")
previously provided by American Television and Communications Corporation
("ATC") and Warner Communications Inc. ("WCI"), and (iii) amends 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 Eleventh Supplemental Indenture) 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.
Following the effectiveness of the Eleventh Supplemental Indenture, the
guaranties provided by ATC and WCI of TWC's obligations under TWC's $6.0 billion
senior unsecured revolving credit facility and two $4.0 billion term loan
facilities automatically terminated in accordance with the terms of such
facilities.
A copy of the press release issued by TWC on November 2, 2006 to announce the
completion of the Consent Solicitation is filed as Exhibit 99.2 to this report.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
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99.1 Eleventh Supplemental Indenture, dated as of November 2, 2006,
among TWE, TWC, TWNYCH, ATC, WCI, Historic TW Inc., Time Warner
NY Cable LLC and The Bank of New York, as Trustee.
99.2 Press Release, dated November 2, 2006, issued by TWC.
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: November 2, 2006
Exhibit Index
Exhibit Description
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99.1 Eleventh Supplemental Indenture, dated as of November 2, 2006,
among TWE, TWC, TWNYCH, ATC, WCI, Historic TW Inc., Time Warner
NY Cable LLC and The Bank of New York, as Trustee.
99.2 Press Release, dated November 2, 2006, issued by TWC.