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): May 26, 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 May 26, 2006, Adelphia Communications Corporation ("Adelphia") issued a press
release announcing that it is seeking permission from the United States
Bankruptcy Court for the Southern District of New York to proceed with its asset
sale to a subsidiary of Time Warner Inc. ("Time Warner") and a portion of its
asset sale to Comcast Corporation pursuant to Section 363 of the United States
Bankruptcy Code without first confirming a Plan of Reorganization. A copy of the
press release is attached as Exhibit 99.1 hereto.
Time Warner is in discussions with Adelphia related to this proposed modified
approach to the sale process, but has not entered into any amendment to the
purchase agreement.
The information included in this report, including the press release attached as
Exhibit 99.1 is provided to satisfy the public disclosure requirements of
Regulation FD. This information is being "furnished" to the Securities and
Exchange 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, except as expressly set forth by
specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
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99.1 Press Release, dated May 26, 2006 issued by Adelphia
Communications Corporation.
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/ Pascal Desroches
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Name: Pascal Desroches
Title: Vice President and
Deputy Controller
Date: May 30, 2006
EXHIBIT INDEX
Exhibit Description
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99.1 Press Release, dated May 26, 2006 issued by Adelphia
Communications Corporation.