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 4, 1996
TIME WARNER INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-8637 13-1388520
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) 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)
Not Applicable
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On January 4, 1996, Time Warner Inc. ("Time Warner")
completed its acquisition of Cablevision Industries Corporation
("CVI") and certain related companies, as previously described in Time
Warner's Current Reports on Form 8-K dated February 6, 1995, May 30,
1995, August 14, 1995, and November 14, 1995, pursuant to which (i)
CVI merged with a wholly owned subsidiary of Time Warner and became a
direct, wholly owned subsidiary of Time Warner (the "CVI Merger"),
(ii) Cablevision Management Corporation of Philadelphia ("CMP") merged
with a wholly owned subsidiary of Time Warner and became a direct,
wholly owned subsidiary of Time Warner (the "CMP Merger"), (iii)
immediately following the CVI Merger, Cablevision Industries of Middle
Florida, Inc. ("CIMF") merged into CVI (the "CIMF Merger") and (iv)
immediately following the CVI Merger, CVI and certain of its
subsidiaries purchased the entire equity interests or all of the
assets (collectively, the "Gerry Purchase") of each of Cablevision
Industries of Tennessee L.P. ("CITLP"), Cablevision Industries Limited
Partnership ("CILP"), Cablevision Industries of Saratoga Associates
("CISA"), Cablevision of Fairhaven/Acushnet ("CFA") and Cablevision
Industries of Florida, Inc. ("CIF" and, together with CIMF, CMP,
CITLP, CILP, CISA and CFA, the "Gerry Companies", and together with
CVI, the "Cablevision Companies"). The CMP Merger, the CIMF Merger and
the Gerry Purchase are referred to herein as the "Gerry Acquisition".
The CVI Merger and the Gerry Acquisition are referred to herein as the
"Transactions".
The consideration received by the stockholders of CVI
(principally Alan Gerry) for the CVI Merger was 457,075 shares of the
common stock of Time Warner, 3,250,000 and 3,226,792 shares,
respectively, of two newly designated series of convertible preferred
stock of Time Warner and the assumption of the liabilities of CVI. A
description of the two newly designated series of convertible
preferred stock of Time Warner is provided in Time Warner's Current
Report on Form 8-K dated February 6, 1995. The aggregate consideration
received by Alan Gerry and certain related parties for the Gerry
Acquisition was 2,448,809 shares of the common stock of Time Warner,
approximately $210 million in cash and the assumption of the
liabilities of the Gerry Companies. The aggregate amount of
indebtedness assumed or incurred upon the closing of the Transactions
was approximately $2 billion.
In connection with the consummation of the Transactions, TWI
Cable Inc., a wholly owned subsidiary of Time Warner ("TWI Cable"),
borrowed approximately $1.5 billion under its five-year revolving
credit agreement entered into on June 30, 1995 (as amended, the "New
Credit Agreement"), and loaned such proceeds to CVI under the same
terms set forth in the New Credit Agreement. CVI used such proceeds to
repay or redeem an aggregate of approximately $1.2 billion of
outstanding indebtedness of CVI and indebtedness that was assumed in
the Gerry Acquisition, including redemption premiums thereon (the "CVI
Debt Refinancing"). In addition to the amount borrowed for the CVI
Debt Refinancing, CVI borrowed approximately $300 million from TWI
Cable under the New Credit Agreement, of which approximately $210
million was used to consummate the Gerry Acquisition and $90 million
was used to pay for transaction costs and other one-time costs related
to the Transactions. CVI, certain of its subsidiaries and certain of
the Gerry Companies have guaranteed the obligations of TWI Cable under
the New Credit Agreement. The New Credit Agreement is included as an
exhibit to Time Warner's Current Report on Form 8-K dated July 6,
1995.
In connection with the Transactions, CVI has entered into a
management service arrangement with Time Warner Entertainment Company,
L.P. ("TWE"), a Delaware limited partnership in which 74.49% of the
pro rata priority capital and residual equity interests as well as
certain priority capital interests are owned by Time Warner and
certain of its wholly owned subsidiaries, pursuant to which TWE will
manage and operate the cable television systems of the Cablevision
Companies.
Item 7. Financial Statements and Exhibits.
(a) and (b) Financial Statements.
The financial statements of CVI and the pro forma financial
information of Time Warner required by this Item were previously filed
as exhibits to Time Warner's Current Report on Form 8-K dated November
14, 1995.
(c) Exhibits.
2 (a) Agreement and Plan of Merger dated as of February 6,
1995, among CVI, Alan Gerry, Time Warner and TW CVI
Acquisition Corp.
2 (b) Agreement and Plan of Merger dated as of
February 6, 1995, among CMP, Alan Gerry and Time
Warner.
2 (c) Agreement and Plan of Merger dated as of
December 8, 1995, among CIMF, Alan Gerry, Time
Warner and CVI.
2 (d) Purchase Agreement dated as of February 6,
1995, as amended and restated as of December 8,
1995, among Alan Gerry, the corporations and
partnerships listed on the signature pages thereof
as the Purchase Gerry Companies and the Direct
Holders, and Time Warner.
2 (e) Supplemental Agreement dated as of February
6, 1995, including Annex A thereto, among CVI, the
corporations and partnerships listed on the
signature pages thereof as the Gerry Companies and
the Direct Holders, Alan Gerry, Time Warner and TW
CVI Acquisition Corp.
2 (f) Amendment Agreement dated as of December 8,
1995, to the Supplemental Agreement dated as of
February 6, 1995, including Annex A thereto, among
CVI, the corporations and partnerships listed on
the signature pages thereof as the Gerry Companies
and the Direct Holders, Alan Gerry, Time Warner and
TW CVI Acquisition Corp.
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 10, 1996.
TIME WARNER INC.,
by
/s/ Richard J. Bressler
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Name: Richard J. Bressler
Title: Senior Vice President
and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description of Exhibit Sequentially
Numbered Page
2 (a) Agreement and Plan of Merger *
dated as of February 6, 1995,
among CVI, Alan Gerry,
Time Warner and TW CVI Acquisition
Corp (incorporated by reference to
exhibit 2(a) to Time Warner's
Current Report on Form 8-K dated
February 6, 1995).
2 (b) Agreement and Plan of Merger dated *
as of February 6, 1995, among CMP,
Alan Gerry and Time Warner
(incorporated by reference to
exhibit 2 (c) to Time Warner's
Current Report on Form 8-K dated
February 6, 1995).
2 (c) Agreement and Plan of Merger dated
as of December 8, 1995, among CIMF,
Alan Gerry, Time Warner and CVI.
2 (d) Purchase Agreement dated as of
February 6, 1995, as amended and
restated as of December 8, 1995,
among Alan Gerry, the corporations
and partnerships listed on the
signature pages thereof as the
Purchase Gerry Companies and the
Direct Holders, and Time Warner.
2 (e) Supplemental Agreement dated as *
of February 6, 1995, including
Annex A thereto, among CVI, the
corporations and partnerships
listed on the signature pages
thereof as the Gerry Companies
and the Direct Holders, Alan
Gerry, Time Warner and TW CVI
Acquisition Corp. (incorporated
by reference to exhibit 2(e) to
Time Warner's Current Report on
Form 8-K dated February 6, 1995).
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*Incorporated by reference.
Exhibit No. Description of Exhibit Sequentially
Numbered Page
2 (f) Amendment Agreement dated as
of December 8, 1995, to the
Supplemental Agreement dated
as of February 6, 1995,
including Annex A thereto,
among CVI, the corporations
and partnerships listed on the
signature pages thereof as the
Gerry Companies and the Direct
Holders, Alan Gerry, Time Warner
and TW CVI Acquisition Corp.