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):
March 13, 2000
Time Warner Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-2259 13-3527249
(Commission File Number) (IRS Employer Identification 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)
None
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On March 13, 2000, Time Warner Inc. ("Time Warner") entered into a
Termination Agreement with Sony Corporation of America ("Sony") and CDnow,
Inc. ("CDnow") to terminate all agreements relating to the proposed
combination of the businesses of CDnow and The Columbia House Company
("Columbia House") (which is owned equally by subsidiaries of Time Warner
and Sony), other than the agreements relating to certain financing
arrangements between Time Warner and Sony, as lenders, and CDnow, as
borrower. Under the Termination Agreement, Time Warner, Sony and CDnow have
agreed to amend the agreements related to the financing arrangements to
provide, among other things, for the extension of the maturity date of the
loan commitments Time Warner and Sony have made to CDnow from January 15,
2001 to January 15, 2003. In addition, each of Time Warner and Sony has
agreed to purchase from CDnow, and CDnow has agreed to sell to each of Time
Warner and Sony, 1,202,750 shares of common stock, without par value, of
CDnow for a total purchase price of $21 million. The Termination Agreement
also provides that Time Warner, Sony and CDnow will work together to
explore strategic relationships into which they may enter for the benefit
of the businesses of CDnow and Columbia House, although none of the parties
to the Termination Agreement will be required to enter into any
relationship with, or to make any commitment to, any of the other parties
to the Termination Agreement.
A copy of the Termination Agreement is attached as Exhibit 2.1 and is
incorporated herein by reference. The description of the Termination
Agreement set forth herein is qualified in its entirety by reference to the
Termination Agreement.
Item 7(c). Exhibits.
Exhibit Title
2.1 Termination Agreement dated as of March 13,
2000, among Time Warner Inc., Sony Corporation
of America, CDnow, Inc., Delaware Holdco
Corporation, Pennsylvania Subsidiary, Inc.,
Delaware Sub I L.L.C. and Delaware Sub II
L.L.C.
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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.,
by s/s Spencer B. Hays
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Spencer B. Hays
Name: Spencer B. Hays
Title: Vice President and
Deputy General Counsel
Date: March 13, 2000
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EXHIBIT INDEX
Exhibit Title Page
2.1 Termination Agreement dated 5
as of March 13, 2000, among Time
Warner Inc., Sony Corporation
of America, CDnow, Inc.,
Delaware Holdco Corporation,
Pennsylvania Subsidiary, Inc.,
Delaware Sub I L.L.C. and
Delaware Sub II L.L.C.