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): December 5, 2001 AOL TIME WARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-15062 13-4099534 ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation File Number) Identification No.) 75 Rockefeller Plaza, New York, New York 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) Item 5. Other Events. On December 5, 2001, AOL Time Warner Inc. issued a press release announcing a senior management succession plan for the company. A copy of the press release is included herein as Exhibit 99.1 and is incorporated by reference into this Item 5. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit 99.1 Press Release dated December 5, 2001 of AOL Time Warner Inc. 2 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 hereunto duly authorized. AOL Time Warner Inc. By: /s/ Wayne H. Pace ------------------------------- Name: Wayne H. Pace Title: Executive Vice President and Chief Financial Officer Date: December 13, 2001 3 EXHIBIT INDEX Exhibit No. Description ---------- ----------- Exhibit 99.1 Press Release dated December 5, 2001 of AOL Time Warner Inc.