SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Information to be included in statements filed pursuant to
Rule 13d-1(a) and amendments thereto filed pursuant to Rule 13d-2(a)
Amendment No. 2
Time Warner Telecom Inc.
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(Name of Issuer)
Class A Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
887319101
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(CUSIP Number)
Paul T. Cappuccio, Esq.
Executive Vice President and General Counsel
Time Warner Inc.
One Time Warner Center
New York, NY 10019
(212) 484-8000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 29, 2006
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box.
(Continued on following page(s))
SCHEDULE 13D
CUSIP No. Class A Common Stock -- 887319101
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Time Warner Inc.
IRS No. 13-4099534
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[x] Joint Filing
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3 SEC USE ONLY
----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [x]
----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 33,322,915 (Class B Common Stock) 1,2
PERSON WITH --------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
33,322,915 (Class B Common Stock) 1
----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,322,915 (Class B Common Stock) 1
----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES 2 [X]
----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.4% (Class B Common Stock) 1 or
30.8% (Class A Common Stock)
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14 TYPE OF REPORTING PERSON*
CO
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(1) The Class B Common Stock of Time Warner Telecom Inc. (the "Company") is
immediately convertible on a share-for-share basis into Time Warner Telecom
Class A Common Stock. The percentage of Class B Common Stock is based on the
number of shares of Class B Common Stock of Time Warner Telecom Inc. outstanding
immediately after giving effect to the consummation of the sale of an aggregate
of 22,310,000 shares of Class A Common Stock (which shares were previously held
as
2
Class B Common Stock before their conversion in connection with such sale) by
American Television and Communications Corporation, TW/TAE, Inc., Advance
Telecom Holdings Corp. and the Samuel I. Newhouse Foundation, Inc.
(collectively, the "Selling Stockholders") pursuant to an Underwriting
Agreement, dated as of March 23, 2006 (the "Underwriting Agreement") among the
Company, the Selling Stockholders and the underwriters listed in Schedule II
thereto (the "Underwriters"), and the percentage of Class A Common Stock is
based on the number of shares of Class A Common Stock of Time Warner Telecom
Inc. outstanding on February 28, 2006 (as reported in the Company's Annual
Report on Form 10-K for the year ended December 31, 2005 (the "Form 10-K")),
adjusted to give effect to the conversion of Class B Common Stock to Class A
Common Stock and the consummation of the sale of Class A Common Stock pursuant
to the Underwriting Agreement described above, plus the remaining shares of
Class B Common Stock of the Reporting Person that can be converted into Class A
Common Stock.
(2) Solely as a result of a Stockholders' Agreement dated as of May 10, 1999
(the "Class B Stockholders' Agreement"), among Historic TW Inc. ("Historic TW")
(a wholly owned subsidiary of Time Warner Inc. ("Time Warner")), Advance Telecom
Holdings Corporation ("Advance") (by transfer from Advance/Newhouse Partnership)
and Newhouse Telecom Holdings Corporation ("Newhouse") (by transfer from
Advance/Newhouse Partnership), to vote their shares of Class B Common Stock in
favor of each others' directors, Time Warner may be deemed the beneficial owner
of 3,677,699 shares of Class B Common Stock owned by Advance and 6,626,044
shares of Class B Common Stock owned by Newhouse.
3
SCHEDULE 13D
CUSIP No. Class A Common Stock -- 887319101
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Historic TW Inc.
IRS No. 13-3527249
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)[x] Joint Filing
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [x]
---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 33,322,915 (Class B Common Stock) 1,2
PERSON WITH -------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
33,322,915 (Class B Common Stock) 1
---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,322,915 (Class B Common Stock) 1
---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES 2 [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.4% (Class B Common Stock) 1 or
30.8% (Class A Common Stock)
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14 TYPE OF REPORTING PERSON*
CO
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(1) The Class B Common Stock of Time Warner Telecom Inc. is immediately
convertible on a share-for-share basis into Time Warner Telecom Class A Common
Stock. The percentage of Class B Common Stock is based on the number of shares
of Class B Common Stock of Time Warner Telecom Inc. outstanding immediately
after the consummation of the sale of Class A Common Stock pursuant to the
4
Underwriting Agreement, and the percentage of Class A Common Stock is based on
the number of shares of Class A Common Stock of Time Warner Telecom Inc.
outstanding on February 28, 2006 (as reported in the Form 10-K), as adjusted to
give effect to the conversion of Class B Common Stock to Class A Common Stock
and the consummation of the sale of Class A Common Stock pursuant to the
Underwriting Agreement, plus the remaining shares of Class B Common Stock of the
Reporting Person that can be converted into Class A Common Stock.
(2) Solely as a result of the Class B Stockholders' Agreement, Time Warner may
be deemed the beneficial owner of 3,677,699 shares of Class B Common Stock owned
by Advance and 6,626,044 shares of Class B Common Stock owned by Newhouse.
5
SCHEDULE 13D
CUSIP No. Class A Common Stock -- 887319101
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Time Warner Companies, Inc.
IRS No. 13-1388520
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)[x] Joint Filing
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [x]
---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 3,367,609 (Class B Common Stock) 1
PERSON WITH -------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,367,609 (Class B Common Stock) 1
---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,367,609 (Class B Common Stock) 1
---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7% (Class B Common Stock) 1 or
4.3% (Class A Common Stock)
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14 TYPE OF REPORTING PERSON*
CO
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(1) The Class B Common Stock of Time Warner Telecom Inc. is immediately
convertible on a share-for-share basis into Time Warner Telecom Class A Common
Stock. The percentage of Class B Common Stock is based on the number of shares
of Class B Common Stock of Time Warner Telecom Inc. outstanding immediately
after the consummation of the sale of Class A Common Stock pursuant to the
6
Underwriting Agreement, and the percentage of Class A Common Stock is based on
the number of shares of Class A Common Stock of Time Warner Telecom Inc.
outstanding on February 28, 2006 (as reported in the Form 10-K), adjusted to
give effect to the conversion of Class B Common Stock to Class A Common Stock
and the consummation of the sale of Class A Common Stock pursuant to the
Underwriting Agreement, plus the remaining shares of Class B Common Stock of the
Reporting Person that can be converted into Class A Common Stock.
7
SCHEDULE 13D
CUSIP No. Class A Common Stock -- 887319101
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warner Communications Inc.
I.R.S. No. 13-2696809
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) [x] Joint Filing
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [x]
---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 28,159,106 (Class B Common Stock) 1
PERSON WITH -------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
28,159,106 (Class B Common Stock) 1
---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,159,106 (Class B Common Stock) 1
---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.5% (Class B Common Stock) 1 or
27.4% (Class A Common Stock)
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14 TYPE OF REPORTING PERSON*
CO
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(1) The Class B Common Stock of Time Warner Telecom Inc. is immediately
convertible on a share-for-share basis into Time Warner Telecom Class A Common
Stock. The percentage of Class B Common Stock is based on the number of shares
of Class B Common Stock of Time Warner Telecom Inc. outstanding immediately
after the
8
consummation of the sale of Class A Common Stock pursuant to the Underwriting
Agreement, and the percentage of Class A Common Stock is based on the number of
shares of Class A Common Stock of Time Warner Telecom Inc. outstanding on
February 28, 2006 (as reported in the Form 10-K), adjusted to give effect to the
conversion of Class B Common Stock to Class A Common Stock and the consummation
of the sale of Class A Common Stock pursuant to the Underwriting Agreement, plus
the remaining shares of Class B Common Stock of the Reporting Person that can be
converted into Class A Common Stock.
9
SCHEDULE 13D
CUSIP No. Class A Common Stock -- 887319101
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TW/TAE, Inc.
I.R.S. No. 13-3667918
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) [x] Joint Filing
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3 SEC USE ONLY
---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [x]
---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 1,796,200 (Class B Common Stock) 1
PERSON WITH -------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,796,200 (Class B Common Stock) 1
---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,796,200 (Class B Common Stock) 1
---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1% (Class B Common Stock) 1 or
2.4% (Class A Common Stock)
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14 TYPE OF REPORTING PERSON*
CO
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(1) The Class B Common Stock of Time Warner Telecom Inc. is immediately
convertible on a share-for-share basis into Time Warner Telecom Class A Common
Stock. The percentage of Class B Common Stock is based on the number of shares
of Class B Common Stock of Time Warner Telecom Inc. outstanding immediately
after the consummation of the sale of Class A Common Stock pursuant to the
Underwriting Agreement, and the percentage of Class A Common Stock is based on
the number of
10
shares of Class A Common Stock of Time Warner Telecom Inc. outstanding on
February 28, 2006 (as reported in the Form 10-K), adjusted to give effect to the
conversion of the Class B Common Stock to Class A Common Stock and the
consummation of the sale of Class A Common Stock pursuant to the Underwriting
Agreement, plus the remaining shares of Class B Common Stock of the Reporting
Person that can be converted into Class A Common Stock.
11
Time Warner Inc., a Delaware corporation ("Time Warner"), and its wholly
owned subsidiaries, Historic TW Inc., a Delaware corporation ("Historic TW"),
Time Warner Companies, Inc., a Delaware corporation ("TWC"), Warner
Communications Inc., a Delaware corporation ("WCI") and TW/TAE, Inc., a Delaware
corporation ("TW/TAE") (collectively, the "Reporting Persons"), hereby file this
Amendment No. 2 to their Statement on Schedule 13D (the "Statement") as required
by Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the
"Act"), relating to shares of Class B Common Stock, par value $.01 per share,
(the "Class B Common Stock"), of Time Warner Telecom Inc. ("Time Warner
Telecom"), of which Time Warner is the ultimate beneficial owner. Each share of
Class B Common Stock is immediately convertible on a share-for-share basis into
shares of Class A Common Stock, par value $.01 per share (the "Class A Common
Stock"), of Time Warner Telecom. Pursuant to Rule 13d-1(k) under the Act and as
provided in the Joint Filing Agreement filed as Exhibit 3 to the Statement, the
Reporting Persons have agreed to file one statement with respect to their
ownership of Class B Common Stock of Time Warner Telecom. This Amendment No. 2
to the joint Schedule 13D of the Reporting Persons is hereinafter referred to as
the "Amendment."
This Amendment is being filed as a result of the consummation of the sale
of shares of Class A common stock, par value $0.01 per share ("Class A Common
Stock") of Time Warner Telecom by American Television and Communications
Corporation ("ATC"), TW/TAE, Advance Telecom Holdings Corp. ("Advance") and the
Samuel I. Newhouse Foundation, Inc. ("Newhouse") (collectively, the "Selling
Stockholders") pursuant to an Underwriting Agreement, dated as of March 23, 2006
(the "Underwriting Agreement") among the Company, the Selling Stockholders and
the underwriters listed in Schedule II thereto (the "Underwriters"). The sale of
Class A Common Stock was effected pursuant to a Registration Statement on Form
S-3 filed by Time Warner Telecom on March 17, 2006 (SEC File No. 333-132504-02),
as supplemented by a prospectus supplement filed March 24, 2006. In connection
with the sale of such Class A Common Stock, ATC converted all 15,469,415 shares
of Class B Common Stock then held by it into shares of Class A Common Stock that
were sold to the Underwriters, TW/TAE converted 1,571,409 shares of Class B
Common Stock then held by it into shares of Class A Common Stock that were sold
to the Underwriters, and Advance and Newhouse together converted an aggregate of
5,269,176 shares of Class B Common Stock then held by them into shares of Class
A Common Stock that were sold to the Underwriters.
This Amendment amends and supplements in its entirety the Statement
originally filed on January 23, 2001, and Amendment No. 1 thereto filed on March
23, 2006.
Item 1. Security and Issuer.
The Statement relates to the Class A Common Stock and the Class B Common
Stock of Time Warner Telecom. The address of the principal executive offices of
Time Warner Telecom is 10475 Park Meadows Drive, Littleton, CO 80124.
Item 2. Identity and Background.
The Statement is filed on behalf of Time Warner, Historic TW, TWC, WCI and
TW/TAE (the "Reporting Persons").
Time Warner has its principal executive offices at One Time Warner Center,
New York, NY 10019. Time Warner is a leading media and entertainment company
12
formed in connection with the merger of America Online, Inc. and Historic TW
(formerly named Time Warner Inc.), which was consummated on January 11, 2001.
Time Warner classifies its businesses into the following five reporting
segments: AOL, consisting principally of interactive services; Cable, consisting
principally of interests in cable systems providing video, high-speed data and
Digital Phone services; Filmed Entertainment, consisting principally of feature
film, television and home video production and distribution; Networks,
consisting principally of cable television and broadcast networks; and
Publishing, consisting principally of magazine publishing.
Historic TW, a wholly owned subsidiary of Time Warner, has its principal
executive offices at One Time Warner Center, New York, New York 10019. Historic
TW is a holding company with the same business interests as Time Warner, except
it does not have an ownership interest in AOL's interactive services businesses.
TWC, an indirect wholly owned subsidiary of Time Warner, has its principal
executive offices at One Time Warner Center, New York, NY 10019. TWC is a
holding company with interests in publishing, cable systems, networks and filmed
entertainment.
WCI, an indirect wholly owned subsidiary of Time Warner, has its principal
executive offices at One Time Warner Center, New York, New York 10019. WCI is a
holding company with interests in publishing, cable systems, networks and filmed
entertainment.
TW/TAE, an indirect wholly owned subsidiary of Time Warner, has its
principal executive offices at One Time Warner Center, New York, NY 10019.
TW/TAE's principal business activity is holding an interest in Time Warner
Telecom.
Each of FibrCOM Holdings, LP, a Delaware limited partnership ("Fibrcom"),
and Paragon Communications, a Colorado general partnership ("Paragon"), each a
subsidiary of Historic TW, were included as reporting persons on the original
Statement filed January 23, 2001. On March 31, 2003, in connection with the
restructuring of Time Warner Entertainment Company, L.P. ("TWE"), the 4,875,000
shares of Class B Common Stock then held by Fibrcom and the 773,322 shares of
Class B Common Stock then held by Paragon were transferred to WCI. As a result,
neither Fibrcom nor Paragon is included as a Reporting Person in this Amendment.
ATC, an indirect wholly owned subsidiary of Time Warner, was included as a
reporting person on the original Statement filed January 23, 2001 and on
Amendment No. 1 thereto filed on March 23, 2006. Upon the closing on March 29,
2006 of the sale of shares to the Underwriters pursuant to the Underwriting
Agreement, ATC ceased to own any Class A Common Stock or Class B Common Stock.
As a result, ATC is not included as a Reporting Person in this Amendment No. 2.
Effective October 16, 2003, Time Warner changed its name from AOL Time
Warner Inc. to Time Warner Inc. and Historic TW changed its name from Time
Warner Inc. to Historic TW Inc.
The name, business address, citizenship, present principal occupation or
employment (and the name, principal business and address of any corporation or
other organization in which such employment is conducted) of each director and
executive officer of each of the Reporting Persons is set forth in Annexes A
through C, respectively, which Annexes are incorporated herein by reference.
13
Except as described herein, during the last five years, none of the
Reporting Persons, nor, to the best knowledge of the Reporting Persons, any
person named in Annexes A through C hereto has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Except as described herein, to the best knowledge of the Reporting Persons
as of the date hereof, (i) none of the Reporting Persons, nor any of the persons
listed on Annexes A to C beneficially owns any shares of Class A Common Stock
and (ii) there have been no transactions in the shares of Class A Common Stock
or Class B Common Stock effected during the past 60 days by the Reporting
Persons, nor to the best of the knowledge of the Reporting Persons, any of the
persons listed on Annexes A through C.
On March 21, 2005, pursuant to an approved settlement with the Securities
and Exchange Commission (the "SEC") in connection with its investigation of Time
Warner's accounting and disclosure practices, Time Warner agreed, without
admitting or denying any wrongdoing, to be enjoined from future violations of
certain provisions of the securities laws and to comply with a prior SEC
cease-and-desist order issued to AOL in May 2000. In connection with the SEC's
investigation, Wayne H. Pace (Time Warner's Chief Financial Officer) and James
W. Barge (Time Warner's Controller) also reached settlements approved by the SEC
pursuant to which they each agreed, without admitting or denying the SEC's
allegations, to the entry of an administrative order that they cease and desist
from any future violations of certain reporting provisions of the securities
laws; however, neither is subject to any suspension, bar or penalty.
Spencer B. Hays, a director of Historic TW, TWC, WCI and TW/TAE, has
reported that he has sole voting and dispositive power over 2,000 shares of
Class A Common Stock of Time Warner Telecom that were purchased in the open
market with personal funds more than 60 days ago.
Item 3. Source and Amount of Funds or Other Consideration.
In 1998, Time Warner Telecom LLC ("TWT LLC") was created as a result of a
reorganization of the business telephony operations of Historic TW, TWE and a
partnership between TWE, Advance and Newhouse ("TWE-A/N"). As part of that
reorganization, (1) the business telephony operations conducted by Historic TW,
TWE and TWE-A/N were each contributed to TWT LLC and (2) TWE's and TWE-A/N's
interests therein were distributed to their partners, certain subsidiaries of
Historic TW, AT&T Corporation, as successor to MediaOne of Colorado Inc.
("AT&T"), Advance and Newhouse.
On May 10, 1999, TWT LLC, Time Warner Telecom Inc., a wholly owned
subsidiary of TWT LLC ("TWT Inc."), and TW Telecom Merger Corp., a newly formed
Delaware corporation, entered into an Agreement and Plan of Merger. Pursuant to
the Agreement and Plan of Merger, TWT LLC and TWT Inc. merged into TW Telecom
Merger Corp., and TW Telecom Merger Corp., the surviving corporation, changed
its name to Time Warner Telecom Inc. (the "Reconstitution"). The holders of
Class B limited liability company interests of TWT LLC became holders of Class B
Common Stock of Time Warner Telecom and the holders of Class A limited liability
company interests of TWT LLC became holders of Class A Common Stock of Time
Warner Telecom. In the Reconstitution, the subsidiaries of Historic TW exchanged
Class B
14
limited liability company interests equaling a 62% Class B participation
percentage in TWT LLC for an aggregate of 50,363,739 shares of Class B Common
Stock of Time Warner Telecom.
The description of the Agreement and Plan of Merger contained herein is
qualified in its entirety by reference to the Agreement, which is attached as
Exhibit 1 to the Statement filed January 23, 2001.
On January 11, 2001, pursuant to the Second Amended and Restated Agreement
and Plan of Merger, dated as of January 10, 2000, among Time Warner, AOL,
Historic TW, America Online Merger Sub Inc., a wholly owned subsidiary of Time
Warner ("AOL Merger Sub"), and Time Warner Merger Sub Inc., a wholly owned
subsidiary of Time Warner ("TW Merger Sub"), AOL Merger Sub was merged into AOL
and TW Merger Sub was merged into Historic TW (the "Mergers"). As a result, AOL
and Historic TW each became a wholly owned subsidiary of Time Warner. In
addition, upon consummation of the Mergers, (i) each outstanding share of AOL
Common Stock was automatically converted into one share of Time Warner Common
Stock, (ii) each outstanding share of Historic TW Common Stock was automatically
converted into 1.5 shares of Time Warner Common Stock and (iii) each outstanding
share of Historic TW Series LMCN-V Common Stock was automatically converted into
1.5 shares of Time Warner Series LMCN-V Common Stock having terms substantially
identical to those of the Historic TW Series LMCN-V common stock.
The foregoing transaction is referred to as the "Holding Company
Transaction". As a result of the Holding Company Transaction, Time Warner became
the ultimate beneficial owner of the Class B Common Stock of Time Warner Telecom
held by the Reporting Persons.
On March 31, 2003, in connection with the restructuring of TWE, the
4,875,000 shares of Class B Common Stock then held by Fibrcom and the 773,322
shares of Class B Common Stock then held by Paragon were transferred to WCI.
On March 29, 2006, in connection with the consummation of the sale of
shares of Class A Common Stock pursuant to the Underwriting Agreement, ATC
converted all 15,469,415 shares of Class B Common Stock then held by it into
shares of Class A Common Stock that were sold to the Underwriters and TW/TAE
converted 1,571,409 shares of Class B Common Stock then held by it into shares
of Class A Common Stock that were sold to the Underwriters.
Item 4. Purpose of Transaction.
Time Warner beneficially holds 33,322,915 shares of Class B Common Stock of
Time Warner Telecom.
Time Warner, Historic TW, TWC, WCI and TW/TAE review and evaluate their
investment in Time Warner Telecom from time to time consistent with the
contractual restrictions described in Item 6. On the basis of such review and
evaluation, Time Warner, Historic TW, TWC, WCI and TW/TAE may transfer or
otherwise dispose of some or all of their holdings of Time Warner Telecom
securities from time to time in market transactions, private placements or
otherwise or may participate in an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving Time Warner Telecom. Time
Warner has engaged in the sale of non-strategic assets, and has indicated to
Time Warner Telecom that it does not consider its investment in Time Warner
Telecom to be strategic.
15
The consummation of the sale of shares of Class A common stock of Time
Warner Telecom by the Selling Stockholders pursuant to the Underwriting
Agreement occurred on March 29, 2006. The sale was effected pursuant to a
Registration Statement on Form S-3 filed by Time Warner Telecom on March 17,
2006 (SEC File No. 333-132504-02), as supplemented by a prospectus supplement
filed March 24, 2006. In connection with the sale of such Class A Common Stock,
ATC converted all 15,469,415 shares of Class B Common Stock then held by it into
shares of Class A Common Stock that were sold to the Underwriters, TW/TAE
converted 1,571,409 shares of Class B Common Stock then held by it into shares
of Class A Common Stock that were sold to the Underwriters, and Advance and
Newhouse together converted an aggregate of 5,269,176 shares of Class B Common
Stock then held by them into shares of Class A Common Stock that were sold to
the Underwriters.
In addition, as described in Item 6 below, pursuant to the Class B
Stockholders' Agreement, as long as the Reporting Persons beneficially own at
least 13.34% of the total outstanding common stock of Time Warner Telecom, the
Reporting Persons have the ability to appoint four directors to the board of
directors of Time Warner Telecom.
Other than as reported in this Item 4, none of the Reporting Persons has
any current plans or proposals that relate to or would result in (i) the
acquisition or disposition of securities of Time Warner Telecom; (ii) initiating
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving Time Warner Telecom or any of its subsidiaries; (iii) a
sale or transfer of a material amount of assets of Time Warner Telecom or any of
its subsidiaries; (iv) any change in the present board of directors or
management of Time Warner Telecom including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the board; (v)
any material change in the present capitalization or dividend policy of Time
Warner Telecom; (vi) initiating any other material change in Time Warner
Telecom's business or corporate structure; (vii) changes in Time Warner
Telecom's charter, by-laws or instruments corresponding thereto or other actions
which may impede the acquisition or control of Time Warner Telecom by any
person; (viii) causing a class of securities of Time Warner Telecom to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (ix) causing a class of equity securities of Time Warner Telecom to
become eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended; or (x) any action similar to
any of those enumerated in clauses (i) through (ix) of this sentence.
However, as set forth above in this Item 4, Time Warner does not consider
its investment in Time Warner Telecom to be strategic and, subject to the
restrictions described in Item 6 below, the Reporting Persons may transfer or
otherwise dispose of some or all of their holdings of Time Warner Telecom
securities from time to time in the future.
16
Item 5. Interest in Securities of the Issuer.
The Reporting Persons directly own the following shares of Class B Common
Stock of Time Warner Telecom:
Class A
Reporting Person Common Stock
---------------- ------------
Warner Communications Inc. 28,159,106
Time Warner Companies, Inc. 3,367,609
TW/TAE,Inc. 1,796,200
In addition, each Reporting Person listed above beneficially owns an equal
number of shares of Class A Common Stock by virtue of that party's ownership of
Class B Common Stock, which is convertible at any time on a share-for-share
basis into Class A Common Stock.
Because each of the Reporting Persons listed above is an indirect wholly
owned subsidiary of Time Warner, Time Warner may be deemed to be the indirect
beneficial owner of the shares of Class B Common Stock (and Class A Common Stock
due to the conversion explained above) owned by such Reporting Persons.
Accordingly, Time Warner and the Reporting Persons, as a group, beneficially own
33,322,915 shares of Class B Common Stock and an equal number of shares of Class
A Common Stock (due to the conversion right) and may be deemed to share voting
and dispositive power.
Because of the provisions of the Class B Stockholders' Agreement, described
in Item 6 below, relating to the voting and disposition of the Class B Common
Stock by Time Warner, Advance and Newhouse (together with the Reporting Persons,
the "Existing Stockholders"), the Existing Stockholders may be deemed to
constitute a "group". The Existing Stockholders collectively have beneficial
ownership of 43,626,658 shares of Class B Common Stock (and 43,626,658 shares of
Class A Common Stock, based upon conversion of the Class B Common Stock). The
Reporting Persons disclaim beneficial ownership of any of the shares owned by
Advance or Newhouse.
No director or executive officer of Time Warner, Historic TW, TWC, WCI or
TW/TAE owns shares of common stock of Time Warner Telecom, other than Spencer B.
Hays, a director of Historic TW, TWC, WCI and TW/TAE, who has reported that he
has sole voting and dispositive power over 2,000 shares of Class A Common Stock
of Time Warner Telecom that were purchased in the open market with personal
funds.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Class B Stockholders Agreement
------------------------------
The Reporting Persons are party to the Class B Stockholders' Agreement,
which was entered into when Time Warner Telecom was reconstituted as a
corporation from a limited liability company in May 1999. The Class B
Stockholders' Agreement was amended on July 19, 2000. AT&T, a former Class B
Stockholder, converted its Class B Common Stock into Class A Common Stock during
2001 and subsequently sold or transferred all of its Class A Common Stock. The
following summary description of the Class B Stockholders' Agreement does not
purport to be complete and is qualified in its entirety by reference to the text
of such agreement, which is attached as Exhibit 2 to the original Statement
filed on January 23, 2001, and to
17
the first amendment to the Class B Stockholders' Agreement, which is filed as
Exhibit 4.2 to Time Warner Telecom's Annual Report on Form 10-K for the year
ended December 31, 2000 and incorporated by reference herein. Additionally,
there can be no assurance that the Existing Stockholders will not cause the
Class B Stockholders' Agreement to be amended, waived or terminated or cause
Time Warner Telecom to waive any provision of such agreement.
Under the Class B Stockholders' Agreement, the Reporting Persons have the
right to designate four nominees for the Time Warner Telecom Board of Directors.
Advance and Newhouse (the "Advance/Newhouse stockholder group") have the right
to designate one board member. The ability of the Reporting Persons and the
Advance/Newhouse stockholder group to designate any nominees depends on the
identity of the particular stockholder and the percentage of shares of common
stock owned by them. As of the date hereof, the Reporting Persons (as a group)
and the Advance/Newhouse stockholder group must each beneficially own at least
6.68% of Time Warner Telecom's total outstanding common stock, including Class A
Common Stock and Class B Common Stock (the "TWTC Common Stock"), to appoint one
director. The Reporting Persons are entitled to nominate four directors so long
as they beneficially own at least 13.34% of the TWTC Common Stock. If the
Reporting Persons beneficially own less than 13.34% of the TWTC Common Stock,
the number of directors they may nominate decreases proportionally with their
ownership of the TWTC Common Stock until they beneficially own less than 6.68%.
The Advance/Newhouse stockholder group is entitled to nominate one director as
long as it beneficially owns at least 6.68% of the TWTC Common Stock. Neither
the Reporting Persons (as a group) nor the Advance/Newhouse stockholder group
has the right to designate nominees if it beneficially owns less than 6.68% of
the TWTC Common Stock. These percentages will continue to adjust from time to
time if Time Warner Telecom issues additional shares of TWTC Common Stock or
takes actions such as stock splits or recapitalizations so as to maintain the
same relative rights.
The Class B Stockholders' Agreement requires the holders of Class B Common
Stock to vote their shares in favor of the following nominees to the Time Warner
Telecom Board of Directors:
o the nominees selected by the holders of Class B Common Stock as
previously described;
o the Chief Executive Officer of the Company; and
o three nominees who are not affiliated with the Company or any holder
of Class B Common Stock and are approved by the directors other than
the CEO and the independent directors.
The Class B Stockholders' Agreement prohibits the Class B Stockholders from
any transfer of Class B Common Stock, unless expressly permitted by the
agreement. In addition, the Class B Stockholders' Agreement prohibits any of the
Class B Stockholders from entering into voting agreements relating to the Class
B Common Stock with any third party.
If a holder of Class B Common Stock wants to sell all of its Class B Common
Stock pursuant to a bona fide offer from an unaffiliated third party, that
stockholder must give notice (the "Refusal Notice") to all holders of Class B
Common Stock. The Refusal Notice must contain the identity of the offeror and an
offer to sell the stock to the other Class B stockholders on the same terms and
subject to the same conditions as the offer from the third party. The
non-selling holders of Class B Common Stock will have the right to purchase pro
rata all, but not less than all, of the Class B Common Stock. If the non-selling
holders fail to
18
exercise their right to purchase all of the shares, the selling Class B
stockholder is free, for a period of 90 days, to sell the shares of Class B
Common Stock (as shares of Class B Common Stock) to the third party offeror on
terms and conditions no less favorable to the selling Class B stockholder than
those contained in the Refusal Notice. A Class B stockholder may transfer all of
its right to nominate Class B nominees for election to the Board of Directors if
it sells all of its shares of Class B Common Stock. If Time Warner wants to sell
all of its Class B Common Stock and its Class A Common Stock that represent more
than one-third of the outstanding shares of TWTC Common Stock, the other holders
of Class B Common Stock will have certain "tag-along" rights. These rights
provide them the right to sell their shares of Class A Common Stock and Class B
Common Stock on a pro rata basis along with, and on the same terms and
conditions as, Time Warner. In that sale, Time Warner (and any other stockholder
transferring all of its shares of Class B Common Stock) will have the right to
transfer its right to nominate Class B nominees for election to the Board of
Directors.
Except for transfers to affiliates and the other transfers described above,
all shares of Class B Common Stock must be converted to Class A Common Stock
immediately prior to any direct transfer or certain indirect transfers of Class
B Common Stock. In addition, except for transfers described in the paragraph
above, a stockholder will not have the right to transfer its right to nominate
Class B nominees. A Class B stockholder that spins off to its stockholders a
company holding its shares of Class B Common Stock (as well as other assets) is
not required to convert its shares into Class A Common Stock and its right to
nominate Class B nominees to the Board of Directors will not terminate.
Lockup Agreement
----------------
In connection with the sale of Class A Common Stock by Selling
Stockholders, the Selling Stockholders agreed, without the prior written consent
of Deutsche Bank Securities Inc. and Morgan Stanley & Co. Incorporated, not to,
during the period ending 90 days immediately after March 23, 2006:
o offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right
or warrant to purchase, lend or otherwise transfer or dispose of directly
or indirectly, any shares of TWTC Common Stock or any securities
convertible into or exercisable or exchangeable for TWTC Common Stock;
o enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of TWTC
Common Stock; or
o file any registration statement with the SEC relating to the offering of
any shares of TWTC Common Stock or any securities convertible into or
exercisable or exchangeable for TWTC Common Stock;
whether any transaction described above is to be settled by delivery of TWTC
Common Stock or such other securities, in cash or otherwise.
The restrictions described in the preceding paragraph do not apply to:
o the issuance and sale of the Class A Common Stock offered by the
prospectus supplement relating to the sale of the shares;
19
o the sale by any Time Warner Telecom directors and officers of shares of
Time Warner Telecom Class A Common Stock through existing Time Warner
Telecom Rule 10b5-1 plans as in effect on March 16, 2006;
o the transfer by any Time Warner Telecom directors and officers as a bona
fide gift of Time Warner Telecom Class A Common Stock, provided that the
transferee agrees to be bound by such restrictions and certain other
conditions are satisfied;
o direct or indirect transfers or disposals by any of the Selling
Stockholders of shares of TWTC Common Stock or any security convertible
into or exercisable or exchangeable for TWTC Common Stock, provided that
the transferee (if other than Time Warner Telecom) agrees to be bound by
such restrictions;
o the tender by any of the Selling Stockholders of their shares of TWTC
Common Stock into a tender offer for all of the shares of TWTC Common Stock
or the direct or indirect transfer or disposal of shares of TWTC Common
Stock or any security convertible into or exercisable or exchangeable for
TWTC Common Stock as part of a business combination transaction involving
Time Warner Telecom; or
o certain transactions by any person other than Time Warner Telecom
relating to shares of Time Warner Telecom Class A Common Stock or other
securities acquired in open market transactions after the completion of the
sale of the shares in the offering described in the prospectus supplement.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1: Agreement and Plan of Merger dated as of May
10, 1999 (incorporated by reference to Exhibit 2.1
to Time Warner Telecom's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998 (File No.
0-30218)).
Exhibit 2: Stockholders Agreement dated as of May 10, 1999
(incorporated by reference to Exhibit 4.1 to Time
Warner Telecom Registration Statement on Form S-1
(Registration No. 333-49439)).
Exhibit 3: Amendment, dated July 19, 2000, to the
Stockholders Agreement (incorporated by reference
to Exhibit 4.2 to Time Warner Telecom's Annual
Report on Form 10-K for the year ended December
31, 2000).
Exhibit 4: Joint filing Agreement among Time Warner,
Historic TW, TWC, WCI, ATC, TW/TAE, Paragon and
Fibrcom (incorporated by reference to the Schedule
13D filed by the Reporting Persons on January 23,
2001).
20
Signature
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certify that the information set forth in this Statement
is true, complete and correct.
Date: March 31, 2006
TIME WARNER INC.
By /s/ Raymond G. Murphy
-----------------------------
Name: Raymond G. Murphy
Title: Senior Vice President
and Treasurer
HISTORIC TW INC.
By /s/ Raymond G. Murphy
-----------------------------
Name: Raymond G. Murphy
Title: Senior Vice President
and Treasurer
TIME WARNER COMPANIES, INC.
By /s/ Raymond G. Murphy
-----------------------------
Name: Raymond G. Murphy
Title: Senior Vice President
and Treasurer
WARNER COMMUNICATIONS INC.
By /s/ Raymond G. Murphy
-----------------------------
Name: Raymond G. Murphy
Title: Senior Vice President
and Treasurer
TW/TAE, INC
By /s/ Raymond G. Murphy
-----------------------------
Name: Raymond G. Murphy
Title: Senior Vice President
and Treasurer
21
ANNEX A
The following is a list of the directors and executive officers of Time
Warner Inc. ("Time Warner"), setting forth the business address and present
principal occupation or employment (and the name, principal business and address
of any corporation or organization in which such employment is conducted) of
each such person. Unless otherwise noted, to the best knowledge of Time Warner,
each person is a citizen of the United States of America.
Directors
Principal Occupation or
Name Office Employment and Address
---- ------ -----------------------
James L. Barksdale Director Chairman and President,
Barksdale Management Corporation
(private investment management company)
c/o Time Warner*
Stephen F. Bollenbach Director Co-Chairman and Chief Executive Officer,
Hilton Hotels Corporation
(hotel ownership and management)
c/o Hilton Hotels Corporation
9396 Civic Center Drive
Beverly Hills, CA 90210
Frank J. Caufield Director Co-Founder and General Partner,
Kleiner Perkins Caufield & Byers
(a venture capital partnership)
2750 Sand Hill Road
Menlo Park, CA 94025
Robert C. Clark Director Distinguished Service Professor,
Harvard University
1575 Massachusetts Avenue
Cambridge, MA 02138
Jessica P. Einhorn Director Dean,
Paul H. Nitze School of Advanced International
Studies at The Johns Hopkins University
The Nitze Building
1740 Massachusetts Ave, NW
Washington, D.C. 20036
*The business address of Time Warner, Historic TW, TWC, WCI and TW/TAE is One
Time Warner Center, New York, NY 10019.
22
Principal Occupation or
Name Office Employment and Address
---- ------ -----------------------
Miles R. Gilburne Director Managing Member,
ZG Ventures L.L.C.
(private investment management company)
1250 Connecticut Avenue
Washington, D.C. 20036
Carla A. Hills Director Chairman and Chief Executive Officer
Hills & Company
(international trade and
investment consultants)
1200 19th Street, NW
Washington, DC 20036
Reuben Mark Director Chairman and Chief Executive Officer
Colgate-Palmolive Company
(consumer products)
300 Park Avenue
New York, NY 10022
Michael A. Miles Director Special Limited Partner,
Forstmann Little & Company,
(private investment firm)
1350 Lake Road
Lake Forest, IL 60045
Kenneth J. Novack Director Senior Counsel,
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC
(law firm)
One Financial Center
Boston, MA 02111
Richard D. Parsons Chairman of the Board and Chairman of the Board and Chief Executive Officer of
Chief Executive Officer Time Warner*
R. E. Turner Director Founder, Turner Broadcasting System, Inc.,
Principal, Turner Enterprises Inc.
(private investment firm)
133 Luckie Street
Atlanta, GA 30303
Francis T. Vincent, Jr. Director Chairman
Vincent Enterprises
(private investment firm)
290 Harbor Drive
Stamford, CT 06902
Deborah C. Wright Director Chairman of the Board, President and
Chief Executive Officer,
Carver Bancorp, Inc. and Carver Federal Savings Bank
(banking)
75 West 125 Street
New York, NY 10027-4512
23
*The business address of Time Warner, Historic TW, TWC, WCI and TW/TAE is One
Time Warner Center, New York, NY 10019.
24
Executive Officers Who Are Not Directors
----------------------------------------
Principal Occupation and
Name Office Employment Address
---- ------ ------------------
Jeffrey L. Bewkes President and Chief President and Chief Operating Officer
Operating Officer Time Warner*
Paul T. Cappuccio Executive Vice President and General Executive Vice President and
Counsel General Counsel,
Time Warner*
Wayne H. Pace Executive Vice President and Chief Executive Vice President and Chief
Financial Officer Financial Officer,
Time Warner*
Edward A. Adler Executive Vice President, Executive Vice President,
Corporate Communications Corporate Communications,
Time Warner*
Patricia Fili-Krushel Executive Vice President, Executive Vice President,
Administration Administration,
Time Warner*
Carol Melton Executive Vice President, Global Executive Vice President, Global
Public Policy Public Policy,
Time Warner*
Olaf Olafsson** Executive Vice President Executive Vice President,
Time Warner*
*The business address of Time Warner, Historic TW, TWC, WCI and TW/TAE is One
Time Warner Center, New York, NY 10019.
** Citizen of Iceland.
25
ANNEX B
The following is a list of the directors and executive officers of Historic TW,
TWC and WCI setting forth the business address and present principal occupation
or employment (and the name, principal business and address of any corporation
or organization in which such employment is conducted) of each such person.
Unless otherwise noted, to the best knowledge of Historic TW, TWC and WCI, each
person is a citizen of the United States of America.
Principal Occupation or
Name Office Employment and Address
---- ------ ----------------------
Spencer B. Hays Director, Senior Vice President Senior Vice President and Deputy
General Counsel,
Time Warner*
Paul T. Cappuccio Director, Executive Vice President Executive Vice President and General
Counsel,
Time Warner*
James W. Barge Director, Sr. Vice President and Sr. Vice President and Controller,
Controller Time Warner*
Richard D. Parsons Chairman and Chief Executive Officer Chairman of the Board and Chief
Executive Officer,
Time Warner*
Jeffrey L. Bewkes President and Chief Operating Officer President and Chief Operating Officer,
Time Warner*
Wayne H. Pace Executive Vice President and Chief Executive Vice President and Chief
Financial Officer Financial Officer,
Time Warner*
Edward A. Adler Executive Vice President Executive Vice President,
Corporate Communications,
Time Warner*
Patricia Fili-Krushel Executive Vice President Executive Vice President,
Administration,
Time Warner*
Carol Melton Executive Vice President Executive Vice President, Global
Public Policy,
Time Warner*
Olaf Olafsson** Executive Vice President Executive Vice President,
Time Warner*
*The business address of Time Warner, Historic TW, TWC, WCI and TW/TAE is One
Time Warner Center, New York, NY 10019.
26
** Citizen of Iceland
27
ANNEX C
-------
The following is a list of the directors and executive officers of TW/TAE,
setting forth the business address and present principal occupation or
employment (and the name, principal business and address of any corporation or
organization in which such employment is conducted) of each such person. To the
best knowledge of TW/TAE, each person is a citizen of the United States of
America.
Principal Occupation or
Name Office Employment and Address
---- ------ ----------------------
Spencer B. Hays Director, Senior Vice Senior Vice President
President and Deputy General
Counsel,
Time Warner*
Paul T. Cappuccio Director, Executive Executive Vice President
Vice President and General Counsel,
Time Warner*
James W. Barge Director, Sr. Vice Sr. Vice President and
President and Controller Controller,
Time Warner*
Richard D. Parsons President Chairman of the Board
and Chief Executive
Officer,
Time Warner*
*The business address of Time Warner, Historic TW, TWC, WCI and TW/TAE is One
Time Warner Center, New York, NY 10019.
28