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 15, 2004
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 240.13-4(c))
Item 8.01 Other Events.
SEC and DOJ Investigations
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On December 15, 2004, Time Warner Inc. (the "Company" or "Time Warner")
issued a press release announcing certain developments in the investigations
that the Securities and Exchange Commission ("SEC") and the U.S. Department of
Justice ("DOJ") have been conducting into the Company's accounting and
disclosure practices, principally involving the Company's America Online
business segment. In the press release, the Company announced that it and its
subsidiary, America Online, Inc. ("AOL"), have reached a definitive agreement
with the DOJ that resolves the DOJ's investigation of the Company. Time Warner
also announced that it has proposed a settlement to the staff of the SEC that
the staff has agreed, subject to agreement on appropriate documentation, to
recommend to the SEC Commissioners. A copy of the press release is filed as
Exhibit 99.1 to this report and is incorporated herein by reference.
DOJ Settlement
In connection with the settlement with the DOJ, AOL has entered into a
Deferred Prosecution Agreement with the DOJ, pursuant to which the DOJ will file
a criminal complaint against AOL in the United States District Court for the
Eastern District of Virginia (the "District Court") for the conduct of certain
employees in connection with securities fraud by PurchasePro.com, but will defer
prosecution of AOL. If AOL fulfills its obligations under the Deferred
Prosecution Agreement, the DOJ will dismiss the criminal complaint filed against
AOL in two years. The Deferred Prosecution Agreement also provides that AOL will
not be prosecuted for conduct relating to certain transactions entered into from
July 1, 1999, including transactions that were the subject of the DOJ or SEC
investigations. Pursuant to a separate letter agreement between Time Warner and
the DOJ, the DOJ has agreed not to prosecute Time Warner for the PurchasePro.com
transactions or the other transactions covered by the Deferred Prosecution
Agreement. The obligations of AOL and the Company are set forth in the Deferred
Prosecution Agreement and the separate letter agreement, respectively, and are
summarized in the press release.
A copy of the Deferred Prosecution Agreement in the form filed with the
District Court is filed as Exhibit 99.2 to this report and is incorporated
herein by reference. A copy of the Letter Agreement between Time Warner and the
DOJ is filed as Exhibit 99.3 to this report and is incorporated herein by
reference.
Proposed SEC Settlement
As reported in the press release, the Company has proposed a settlement to
the staff of the SEC that the staff has agreed to recommend to the SEC
Commissioners. The material terms of the proposed settlement are set forth in
the press release, which is filed as Exhibit 99.1 to this report, and which is
incorporated herein by reference. The settlement is subject to both agreement on
appropriate documentation with the staff of the SEC and approval of the
settlement by the SEC Commissioners.
The Company's chief financial officer, controller and deputy controller
have also proposed settlements to the SEC staff that the staff has agreed to
recommend to the SEC Commissioners. The proposed settlements relate to the
Company's accounting and disclosure of its transactions with Bertelsmann, A.G.
Under these proposed settlements, the three officers would, without admitting or
denying the allegations, agree to the entry of an administrative order that they
cease and desist from any violations of certain reporting provisions of the
securities laws. The proposed settlements would not result in any suspension,
bar or penalties being imposed on the individuals, who will continue to work for
the Company in their current capacities.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
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99.1 Press release issued December 15, 2004 by Time Warner Inc.
99.2 Deferred Prosecution Agreement entered into December 15,
2004 between America Online, Inc., the United States
Attorney's Office for the Eastern District of Virginia and the
United States Department of Justice, Criminal Division
99.3 Letter Agreement dated December 15, 2004 between Time Warner
Inc., the United States Attorney's Office for the Eastern
District of Virginia and the United States Department of
Justice, Criminal Division
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/ Richard D. Parsons
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Name: Richard D. Parsons
Title: Chairman and Chief Executive Officer
Date: December 15, 2004
EXHIBIT INDEX
Exhibit Description
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99.1 Press release issued December 15, 2004 by Time Warner Inc.
99.2 Deferred Prosecution Agreement entered into December 15, 2004
between America Online, Inc., the United States Attorney's
Office for the Eastern District of Virginia and the United
States Department of Justice, Criminal Division
99.3 Letter Agreement dated December 15, 2004 between Time Warner
Inc., the United States Attorney's Office for the Eastern
District of Virginia and the United States Department of
Justice, Criminal Division