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): May 28, 2015
TIME WARNER INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
1-15062 |
13-4099534 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
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:
| ¨ | 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 28, 2015, Time Warner Inc. (the “Company”) announced the commencement of a tender offer (the “Tender Offer”), consisting of an offer by the Company to purchase for cash any and all of its outstanding 5.875% Notes due 2016. The Tender Offer is subject to the terms and conditions set forth in the Offer to Purchase, Letter of Transmittal and Notice of Guaranteed Delivery relating thereto.
The information included in this report, including the information in the press release attached as Exhibit 99.1, is incorporated by reference into this Item 7.01 in satisfaction of 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, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
| Exhibit |
||
| 99.1 | Press Release dated May 28, 2015, issued by Time Warner Inc. | |
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SIGNATURES
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. | ||||||
| Date: May 28, 2015 | By: | /s/ Howard M. Averill | ||||
| Name: | Howard M. Averill | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
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Exhibit Index
| Exhibit |
Description | |
| 99.1 | Press Release dated May 28, 2015, issued by Time Warner Inc. | |
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