UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 28, 2004
TIME WARNER INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-15062 13-4099534
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
One Time Warner Center, 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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Amendment of Employment Agreement with Don Logan
On October 28, 2004, Time Warner Inc. (the "Company") and Don Logan entered
into a letter amendment dated October 21, 2004 to Mr. Logan's employment
agreement with the Company. The amendment, which was approved by the
Compensation and Human Development Committee of the Board of Directors (the
"Compensation Committee"), extends the term of Mr. Logan's employment as the
Company's Chairman, Media and Communications Group, by two years to December 31,
2006. A copy of the amendment is filed as Exhibit 99.1 to this report and
incorporated herein by reference.
Mr. Logan's compensation and benefits will not change as a result of the
amendment, with a minimum annual salary of $1 million, a discretionary cash
bonus in a target amount of $4.5 million (subject to a maximum amount determined
pursuant to the Company's Annual Bonus Plan for Executive Officers), and
long-term incentive compensation through participation in the Company's stock
option and other incentive compensation plans in amounts determined by the
Compensation Committee. Mr. Logan also will continue to participate in the
Company's retirement and benefit programs as provided under the employment
agreement.
The amendment contains a provision similar to the early termination right
Mr. Logan had under the employment agreement with respect to 2002 and 2003. As
amended, Mr. Logan can elect in September 2005 to terminate his full-time
employment with the Company effective as of January 1, 2006 and become a
part-time employee through December 31, 2009 at an annual salary equal to $1.25
million, but with no bonus. If Mr. Logan does not make such an election and the
term of employment is not further extended, then beginning January 1, 2007 he
will become a part-time employee of the Company through December 31, 2009 at an
annual salary of $1.25 million, and retire from the Company effective December
31, 2009.
Under the non-competition provisions, Mr. Logan cannot provide services to
another entity that is in competition with the Company, as defined in the
amendment, while he is employed by the Company, including during any period he
is a part-time employee or during any severance period.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit Description
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99.1 Letter Amendment dated October 21, 2004 to Employment Agreement
between Time Warner Inc. and Don Logan (entered into October 28,
2004).
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.
TIME WARNER INC.
By: /s/ Wayne H. Pace
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Name: Wayne H. Pace
Title: Executive Vice President and
Chief Financial Officer
Date: November 3, 2004
EXHIBIT INDEX
Exhibit Description
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99.1 Letter Amendment dated October 21, 2004 to Employment Agreement
between Time Warner Inc. and Don Logan (entered into October 28,
2004).