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):
September 9, 1994
TIME WARNER INC.
(Exact name of registrant as specified in its charter)
Delaware 1-8637 13-1388520
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation
or organization)
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)
<PAGE>
Item 5. Other Events.
On September 12, 1994, Time Warner Entertainment Company,
L.P. ("TWE"), a limited partnership in which wholly owned subsidiaries
of Time Warner Inc. are the general partners and in the aggregate hold
63.27% pro rata priority capital and residual equity interests,
announced that it had signed definitive agreements (the "Agreements")
with Advance/Newhouse Partnership, a New York general partnership between
Newhouse Broadcasting Corporation and a wholly-owned subsidiary of
Advance Publications, Inc. ("Advance/Newhouse"). Pursuant to the
Agreements, TWE and Advance/Newhouse will form a New York general
partnership known as the Time Warner Entertainment-Advance/Newhouse
Partnership (the "Partnership"), to which Advance/Newhouse will
contribute all of its cable television systems, which serve
approximately 1.4 million subscribers, and certain related assets
and TWE will contribute cable television systems (or interests therein),
which serve approximately 2.8 million subscribers, and certain related
assets. TWE will own a two-thirds equity interest in the Partnership
and Advance/Newhouse will own a one-third equity interest.
TWE will be the Managing Partner and will govern the day-to-day affairs
of the Partnership.
The Closing of the transaction is subject to customary conditions
for transactions of this type, including regulatory approvals, as specified
in the Agreements. Copies of the principal Agreements are attached
hereto as Exhibits 10(a) and 10(b).
Item 7. Exhibits
10(a) Contribution Agreement, dated as of September
9, 1994, among Time Warner Entertainment
Company, L.P., Advance Publications, Inc.,
Newhouse Broadcasting Corporation,
Advance/Newhouse Partnership, and Time Warner
Entertainment-Advance/Newhouse Partnership
(incorporated by reference to Exhibit 10(a)
to Time Warner Entertainment Company, L.P.'s
Current Report on Form 8-K dated September 9,
1994 (the "TWE 8-K"))*/
10(b) Partnership Agreement, dated as of
September 9, 1994, between Time Warner
Entertainment Company, L.P. and
Advance/Newhouse Partnership (incorporated by
reference to Exhibit 10(b) to the TWE 8-K)*/
99(a) Press Release, dated September 12, 1994
(incorporated by reference to Exhibit 99(a)
to the TWE 8-K)*/
*/ Incorporated by reference.
<PAGE>
SIGNATURES
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, thereunto duly authorized,
in the City of New York, State of New York, on September 21, 1994.
TIME WARNER INC.
By: /s/ Peter R. Haje
Name: Peter R. Haje
Title: Executive Vice President
<PAGE>
EXHIBIT INDEX
Pursuant to Item 601 of Regulation S-K
Exhibit No. Description of Exhibit
10(a) Contribution Agreement, dated as of September 9, 1994,
among Time Warner Entertainment Company, L.P., Advance
Publications, Inc., Newhouse Broadcasting Corporation,
Advance/Newhouse Partnership, and Time Warner
Entertainment-Advance/Newhouse Partnership
(incorporated by reference to Exhibit 10(a) to Time
Warner Entertainment Company, L.P.'s Current Report on
Form 8-K dated September 9, 1994 (the "TWE 8-K"))*/
10(b) Partnership Agreement, dated as of September 9, 1994,
between Time Warner Entertainment Company, L.P. and
Advance/Newhouse Partnership (incorporated by
reference to Exhibit 10(b) to the TWE 8-K)*/
99(a) Press Release, dated September 12, 1994 (incorporated
by reference to Exhibit 99(a) to the TWE 8-K)*/
*/ Incorporated by reference.
