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): DECEMBER 31, 2002
Commission File Number: 001-12878
TIME WARNER ENTERTAINMENT COMPANY, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3666692
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
American Television and Communications Corporation Delaware 13-2922502
Warner Communications Inc. Delaware 13-2696809
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(Exact name of registrant as (State or other (I.R.S. Employer
specified in its charter) jurisdiction of Identification
incorporation) No.)
75 ROCKEFELLER PLAZA, 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)
ITEM 5. OTHER EVENTS.
On December 31, 2002 Time Warner Entertainment Company, L.P.,
a Delaware limited partnership ("TWE"), Paragon Communications ("Paragon"), a
Colorado general partnership and a wholly owned subsidiary of AOL Time Warner
Inc. ("AOLTW"), and Advance/Newhouse Partnership, a New York general partnership
("Advance/Newhouse"), closed the restructuring of Time Warner Entertainment -
Advance/Newhouse Partnership, a New York general partnership ("TWEAN") that has
been previously announced. At the closing, the parties also entered into the
other agreements contemplated by the Master Transaction Agreement, dated as of
August 1, 2002, by and among TWEAN, TWE, Paragon and Advance/Newhouse, including
a Third Amended and Restated Partnership Agreement of TWEAN.
ITEM 7. EXHIBITS.
EXHIBIT DESCRIPTION
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99.1 Third Amended and Restated Partnership Agreement of TWEAN
dated as of December 31, 2002 among TWE, Paragon and
Advance/Newhouse.
99.2 Consent and Agreement dated as of December 31, 2002 among
TWEAN, TWE, Paragon, Advance/Newhouse, TWEAN Subsidiary and JP
Morgan Chase Bank.
99.3 Pledge Agreement dated as December 31, 2002 among TWEAN,
Advance/Newhouse, TWEAN Subsidiary and JP Morgan Chase Bank.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
each of the registrants has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
TIME WARNER ENTERTAINMENT
COMPANY, L.P.
By: WARNER COMMUNICATIONS INC.,
as General Partner
By: /s/ Wayne H. Pace
-------------------------------------
Name: Wayne H. Pace
Title: Executive Vice President and
Chief Financial Officer
AMERICAN TELEVISION AND
COMMUNICATIONS CORPORATION
WARNER COMMUNICATIONS INC.
By: /s/ Wayne H. Pace
-------------------------------------
Name: Wayne H. Pace
Title: Executive Vice President and
Chief Financial Officer
Date: January 14, 2003
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
99.1 Third Amended and Restated Partnership Agreement of TWEAN
dated as of December 31, 2002 among TWE, Paragon and
Advance/Newhouse.
99.2 Consent and Agreement dated as of December 31, 2002 among
TWEAN, TWE, Paragon, Advance/Newhouse, TWEAN Subsidiary and JP
Morgan Chase Bank.
99.3 Pledge Agreement dated as December 31, 2002 among TWEAN,
Advance/Newhouse, TWEAN Subsidiary and JP Morgan Chase Bank.