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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):
January 23, 2000
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TIME WARNER INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-12259 13-3527249
(State or other (Commission File (IRS Employer
jurisdiction Number) Identification
of incorporation) No.)
75 Rockefeller Plaza, New York, NY 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)
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Item 5.
Other Events.
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On January 23, 2000, Time Warner Inc. ("Time Warner")
and EMI Group plc ("EMI") entered into a Combination Agreement
pursuant to which Time Warner and EMI will combine their
respective music and music publishing businesses.
The Combination Agreement calls for Time Warner and EMI
to contribute their music businesses to two joint ventures (the
"Ventures") headquartered in New York, with non-U.S. operations
being based in London. EMI will also contribute all of its
outstanding debt to the Ventures, and Time Warner will contribute
a corresponding amount, subject to adjustment for activities
through the closing.
As a result of the contributions mentioned above, Time
Warner and EMI will each own 50% of each of the Ventures. Time
Warner will effectively control the Ventures, subject to certain
protective rights afforded to EMI. Time Warner will have the
right to name six members to the board of directors of each
Venture, and EMI will have the right to name five members to each
board.
EMI shareholders will receive a distribution from EMI,
financed by Time Warner, equal to (pound)1.00 per EMI share
outstanding at closing. Time Warner will also receive Convertible
Deferred Ordinary Shares of EMI that represent the right to
receive 8% of EMI's ordinary shares if EMI's share price should
exceed (pound)9.00 for any 15 out of 30 consecutive trading days
within the first 42 months after the closing of the transactions
contemplated by the Combination Agreement (the "Transactions").
In the Combination Agreement, Time Warner and EMI have
agreed not to compete with the Ventures in the record label or
music publishing businesses. The Combination Agreement also
restricts the ability of each party to transfer their interest in
the Ventures. It also contains standard terms regarding
exclusivity and a (pound)55 million termination fee payable in
certain circumstances.
The closing is subject to the receipt of certain
governmental consents and the absence of certain governmental
litigation, the approval of EMI shareholders of the Transactions,
the receipt of certain tax approvals, EMI continuing to qualify
for listing on the London Stock Exchange and other customary
conditions. Although the closing is expected to take place in the
second half of this year, no assurance can be given with respect
to whether or when all these conditions will be
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satisfied.
Attached and incorporated herein by reference in its
entirety as Exhibit 99.1 is a copy of a joint press release of
Time Warner and EMI announcing the execution of the Combination
Agreement.
Item 7.
Exhibits
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Exhibit No. Exhibit
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99.1 Joint Press Release dated January 24, 2000, announcing
the execution of the Combination Agreement.
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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, thereunto duly
authorized, in the City of New York, State of New York, on
January 27, 2000.
TIME WARNER INC.
By: /s/ Spencer B. Hays
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Name: Spencer B. Hays
Title: Vice President and Deputy
General Counsel
Date: January 27, 2000
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INDEX TO EXHIBITS
Exhibit No. Exhibit
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99.1 Joint Press Release dated January 10, 2000, announcing
the execution of the Combination Agreement