SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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[X] Soliciting Material Pursuant to Section 240.14a-12
TIME WARNER INC.
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On February 17, 2006, Time Warner Inc. (the "Company") issued a press release
regarding its agreement with Icahn Partners, under which Icahn Partners will not
contest the Company's slate of directors at the 2006 Annual Meeting of
Stockholders and the Company will undertake certain actions. A copy of the press
release is filed herewith as Exhibit 1.
IMPORTANT INFORMATION
Time Warner Inc. ("Time Warner") plans to file with the Securities and Exchange
Commission (the "SEC") and mail to its stockholders a Proxy Statement in
connection with its 2006 Annual Meeting, and advises its security holders to
read the Proxy Statement relating to the 2006 Annual Meeting when it becomes
available, because it will contain important information. Security holders may
obtain a free copy of the Proxy Statement and other documents (when available)
that Time Warner files with the SEC at the SEC's Web site at www.sec.gov. The
Proxy Statement and these other documents may also be obtained free from Time
Warner by directing a request to Time Warner Inc., ATTN: Investor Relations, One
Time Warner Center, New York, NY 10019-8016, or to D.F. King & Co., Inc. by
toll-free telephone at 1-800-431-9643, by e-mail at TimeWarnerInfo@dfking.com,
or by mail at 48 Wall Street, New York, NY 10005.
CERTAIN INFORMATION REGARDING PARTICIPANTS
Time Warner, its directors and named executive officers may be deemed to be
participants in the solicitation of Time Warner's security holders in connection
with its 2006 Annual Meeting. Security holders may obtain information regarding
the names, affiliations and interests of such individuals in Time Warner's
Annual Report on Form 10-K for the year ended December 31, 2004 and its proxy
statement dated April 4, 2005, each of which is filed with the SEC.
To the extent holdings of Time Warner securities have changed since the amounts
printed in the proxy statement, dated April 4, 2005, such changes have been
reflected on Statements of Change in Ownership on Forms 4 and 5 filed with the
SEC.
EXHIBIT 1
TimeWarner
NEWS
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For Immediate Release:
TIME WARNER STATEMENT ON
AGREEMENT WITH ICAHN PARTNERS
NEW YORK, February 17, 2006 - Time Warner Inc. (NYSE: TWX) today issued the
following statement from its Chairman and Chief Executive Officer Dick Parsons
on the company's agreement with Icahn Partners, under which Icahn Partners will
not contest the company's slate of directors at the 2006 Annual Meeting of
Stockholders.
Mr. Parsons said: "We are very pleased to have reached an understanding with Mr.
Icahn. We appreciate his role as a significant shareholder as well as his
constructive suggestions. As we've said, our board and management are committed
to building value for all of our shareholders."
In connection with the agreement, Time Warner said it will undertake the
following:
1. The company will increase its existing share repurchase program and extend
the program's ending date. Under the expanded program, management will be
authorized to repurchase up to an aggregate of $20 billion of the
corporation's common stock during the period from July 29, 2005 through
December 31, 2007. At existing price levels, the company intends to
continue the current pace of purchases under its share repurchase program
within its stated objective of maintaining a net debt-to-OIBDA ratio of
around 3-to-1, and expects it will purchase approximately $15 billion of
its common stock by the end of 2006, and the remainder in 2007.
2. The Nominating and Governance Committee will recommend the election or
appointment of two new independent directors to the board. The company will
seek the advice and recommendations of its major shareholders, including
Icahn Partners, in this process. This will be accomplished by no later than
July 31, 2006.
3. Time Warner has begun a comprehensive review of costs at each of its
operating divisions and at its corporate parent with the objective of
better aligning its costs with the long term needs of the business. This
resulted in at least $500 million of cost reductions that are
reflected in its current operating plan for 2006. The company will
intensify these efforts with the objective of achieving commensurate
reductions against planned expenses in 2007, for a total reduction of $1
billion over the period. These initiatives should improve the company's
operating margins and increase both free cash flow and earnings per share.
4. The company will continue to review the Lazard Report and will continue its
dialogue with Icahn Partners regarding the recommendations in the report.
Management's view continues to be that a different capital and corporate
structure may be appropriate for Time Warner Cable in the future so long as
it provides strategic flexibility with the company's content businesses.
About Time Warner Inc.
Time Warner Inc. is a leading media and entertainment company, whose businesses
include interactive services, cable systems, filmed entertainment, television
networks and publishing.
Caution Concerning Forward-Looking Statements
This document includes certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based
on the current expectations or beliefs of management of Time Warner Inc., and
are subject to uncertainty and changes in circumstances. Actual results may vary
materially from those expressed or implied by the statements herein due to
changes in economic, business, competitive, technological and/or regulatory
factors, and other factors affecting the operation of Time Warner. More detailed
information about these factors may be found in filings by Time Warner, as
applicable, with the Securities and Exchange Commission, including its most
recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Time Warner
is under no obligation to, and expressly disclaims any such obligation to,
update or alter their respective forward-looking statements, whether as a result
of new information, future events, or otherwise.
Important Information
Time Warner Inc. ("Time Warner") plans to file with the Securities and Exchange
Commission (the "SEC") and mail to its stockholders a Proxy Statement in
connection with its 2006 Annual Meeting, and advises its security holders to
read the Proxy Statement relating to the 2006 Annual Meeting when it becomes
available, because it will contain important information. Security holders may
obtain a free copy of the Proxy Statement and other documents (when available)
that Time Warner files with the SEC at the SEC's Web site at www.sec.gov. The
Proxy Statement and these other documents may also be obtained free from Time
Warner by directing a request to Time Warner Inc., ATTN: Investor Relations, One
Time Warner Center, New York, NY 10019-8016, or to D.F. King & Co., Inc. by
toll-free telephone at 1-800-431-9643, by e-mail at TimeWarnerInfo@dfking.com,
or by mail at 48 Wall Street, New York, NY 10005.
Certain Information Regarding Participants
Time Warner, its directors and named executive officers may be deemed to be
participants in the solicitation of Time Warner's security holders in connection
with its 2006 Annual Meeting.
Security holders may obtain information regarding the names, affiliations and
interests of such individuals in Time Warner's Annual Report on Form 10-K for
the year ended December 31, 2004 and its proxy statement dated April 4, 2005,
each of which is filed with the SEC.
To the extent holdings of Time Warner securities have changed since the amounts
printed in the proxy statement, dated April 4, 2005, such changes have been
reflected on Statements of Change in Ownership on Forms 4 and 5 filed with the
SEC.
Contacts:
Ed Adler (212) 484-6630
Kathy McKiernan (212) 484-8043
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