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): April 28, 2005
TIME WARNER INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-15062 13-4099534
(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 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
Amendment of Employment Agreement with Wayne H. Pace
On April 28, 2005, Time Warner Inc. (the "Company") and Wayne H. Pace
entered into an amendment to Mr. Pace's employment agreement with the Company to
extend the term of Mr. Pace's employment as the Company's Executive Vice
President and Chief Financial Officer by two years to December 31, 2007. The
amendment was approved by the Compensation and Human Development Committee of
the Board of Directors. Mr. Pace's current compensation and benefits will not
change as a result of the amendment. The amendment also provides that, unless
the agreement has been terminated for any reason prior to December 31, 2007,
then beginning January 1, 2008, Mr. Pace will provide advisory services to the
Company as a part-time employee through December 31, 2009 at an annual
compensation of $1 million.
A copy of the amendment is filed as Exhibit 10.1 to this report and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
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10.1 First Amendment dated April 28, 2005 to Employment Agreement
between Time Warner Inc. and Wayne H. Pace
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/ Richard D. Parsons
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Name: Richard D. Parsons
Title: Chairman and Chief
Executive Officer
Date: April 29, 2005
EXHIBIT INDEX
Exhibit Description
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10.1 First Amendment dated April 28, 2005 to Employment
Agreement between Time Warner Inc. and Wayne H. Pace
EXHIBIT 10.1