Form 8-K TIME WARNER CABLE INC. For: May 28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 28, 2015
TIME WARNER CABLE INC.
(Exact name of registrant as specified in its charter)
Delaware
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001-33335
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84-1496755
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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60 Columbus Circle, New York, New York 10023
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (212) 364-8200
Not Applicable
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(Former name or former address, if changed since last report)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On June 1, 2015, Time Warner Cable Inc. (the “Company”) announced that Arthur T. Minson, Jr. informed the Company that he would resign from his position as Executive Vice President and Chief Financial Officer of the Company, effective June 1, 2015. Mr. Minson will serve as an advisor to the Company, as described below.
(c) On June 1, 2015, the Company also announced that, in connection with Mr. Minson’s resignation, William F. Osbourn, Jr., Senior Vice President--Controller and Chief Accounting Officer of the Company, and Matthew Siegel, Senior Vice President and Treasurer of the Company, will serve as the Company’s acting co-Chief Financial Officers, in each case, effective June 1, 2015 and in addition to their current titles and responsibilities. A copy of the press release announcing the executive changes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
William F. Osbourn, Jr., 50 years old, has served as the Company’s Senior Vice President--Controller and Chief Accounting Officer since 2008 with responsibility for the Company's accounting function, including operations accounting, external financial reporting, Sarbanes-Oxley compliance, financial systems information technology, development and implementation of accounting policies and procedures, and shared services. Prior to that, he was Vice President of Technical Accounting of the Company from 2003, and Executive Director for External Financial Reporting and Accounting Policy at Time Warner Inc. from 2001. Before joining Time Warner Inc., Mr. Osbourn spent 14 years at PricewaterhouseCoopers LLP in roles of increasing responsibility and was admitted to partnership in 2000.
Matthew Siegel, 52 years old, has served as the Company’s Senior Vice President and Treasurer since 2008 with responsibility for the Company’s treasury functions, investment management, real estate, risk management and procurement and business affairs. Prior to that, he was Vice President and Assistant Treasurer of Time Warner Inc. from 2001, and prior to that, Senior Vice President of Finance and Treasurer of Insight Communications, a multi-system cable operator based in New York with operations in the Midwest (acquired by Time Warner Cable in 2012).
(e) In connection with Mr. Minson’s resignation, Mr. Minson and the Company entered into a letter agreement dated May 28, 2015, pursuant to which Mr. Minson will serve as an advisor to the Company during the period (the “advisory period”) from June 1, 2015 through the first to occur of December 31, 2016 and the closing, or abandonment, of the Company’s proposed merger (the “Charter merger”) with Charter Communications, Inc. (“Charter”). This agreement amends the May 2, 2013 employment agreement between Mr. Minson and the Company. During the advisory period, Mr. Minson has agreed to assist in the planning for closing of the Charter merger and related transactions, the integration of the Company’s operations with those of Charter, and other activities related to the Charter merger.
As consideration for the above services, the Company has agreed to pay Mr. Minson a one-time lump-sum cash payment of $5 million shortly after his resignation, subject to his execution and non-revocation of a release of claims in favor of the Company and affiliated parties. During his advisory period, Mr. Minson will remain subject to all restrictions on his ability to engage in competitive behavior and solicit the Company’s employees, pursuant to the terms of his employment agreement. He will be prohibited from hiring any Company employees during the advisory period without the Company’s consent. Mr. Minson is entitled to no further compensation as an employee of the Company and he will forfeit all of his outstanding unvested Company equity awards.
Upon the closing of the Charter merger, if such closing occurs prior to January 1, 2017, and as long as Mr. Minson has complied with his obligations to provide the services and with the restrictive covenants described above, the Company will be obligated to pay Mr. Minson a lump-sum cash payment of $5 million. If the proposed merger with Charter does not close before January 1, 2017, Mr. Minson will not be entitled to this second payment.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
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Description
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99.1
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Press Release dated June 1, 2015.
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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.
TIME WARNER CABLE INC.
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By:
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/s/ Marc Lawrence-Apfelbaum
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Name:
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Marc Lawrence-Apfelbaum
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Title:
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Executive Vice President, General Counsel & Secretary
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Date: June 1, 2015
3
EXHIBIT 99.1
TIME WARNER CABLE CFO ARTHUR MINSON TO DEPART COMPANY;
WILLIAM OSBOURN, MATTHEW SIEGEL TO SERVE AS ACTING CO-CFOs
NEW YORK, June 1, 2015 – Time Warner Cable Inc. (NYSE: TWC) announced that Executive Vice President and Chief Financial Officer Arthur Minson will leave the company, effective today. He will remain as an advisor to the company until the Charter transaction closes. Serving as acting co-CFOs in his place will be William F. Osbourn, Jr., who currently serves as Senior Vice President-Controller and Chief Accounting Officer, and Matthew Siegel, who currently serves as Senior Vice President and Treasurer.
Mr. Minson will join WeWork as President and Chief Operating Officer. WeWork is a privately-held company that provides more than 25,000 members across the globe with space, community, and services through physical and virtual offerings. Based in New York City, WeWork currently has 42 physical locations in fifteen cities and four countries around the world.
“I’ve said many times that Artie is the finest CFO in America, and I believe it just as much today,” said Robert D. Marcus, Chairman and Chief Executive Officer. “His steady hand at the helm of our financial operations, as well as his overall business acumen and judgment, has brought great benefits to our shareholders and employees, and we will miss him.
“I’m grateful that Artie delayed his decision to leave until he was confident that Time Warner Cable’s path forward was established, and in particular for his role in crafting our merger agreement with Charter. We appreciate Artie’s commitment and wish him all the best as he moves on to this next exciting phase of his stellar career.”
Mr. Minson said, “Being the CFO of Time Warner Cable has been a dream job. I am so fortunate to have been part of the team that over the last two years dramatically improved Time Warner Cable’s operating performance and created significant value for shareholders. I am leaving our financial function in great hands with Bill and Matt. As I embark on my next role at WeWork, I look forward to continuing to be part of the Time Warner Cable family as a strategic advisor until the closing of our merger with Charter.”
Both Mr. Osbourn and Mr. Siegel will retain their current titles and responsibilities, in addition to their co-CFO duties.
“We’re fortunate to have an incredibly strong bench on our financial team, and I have great confidence that Bill and Matt will provide steady leadership,” Mr. Marcus said. “They are proven leaders with great track records and many years of experience in the industry and with the company. They have my confidence as well as that of our Board of Directors, Finance Committee and Audit Committee.”
Mr. Osbourn has served as Senior Vice President–Controller and Chief Accounting Officer for Time Warner Cable since 2008. In this role, Mr. Osbourn oversees the Company's accounting function, including operations accounting, external financial reporting, Sarbanes-Oxley compliance, financial systems information technology, development and implementation of accounting policies and procedures, and shared services.
He joined Time Warner Cable in 2003 as Vice President of Technical Accounting. Prior, Mr. Osbourn served for two years as Executive Director for External Financial Reporting and Accounting Policy at Time Warner Inc. In that position, he oversaw Time Warner's external financial reporting function and the implementation of new accounting guidance.
Before joining Time Warner, Mr. Osbourn spent 14 years at PricewaterhouseCoopers LLP in roles of increasing responsibility and was admitted to partnership in 2000. Mr. Osbourn graduated with honors from Washington University in St. Louis in 1987 with a bachelor of business administration and is a Certified Public Accountant.
Mr. Siegel has served as Senior Vice President and Treasurer of Time Warner Cable since 2008. In this role, he is responsible for leadership and direction of all Time Warner Cable treasury functions, investment management, real estate, risk management and the company’s procurement and business affairs.
Mr. Siegel joined Time Warner Cable from Time Warner Inc., where he was Vice President and Assistant Treasurer. Before joining Time Warner in 2001, he was Senior Vice President of Finance and Treasurer of Insight Communications, a multi-system cable operator based in New York with operations in the Midwest. Previously, he worked for nine years at Joseph E. Seagram & Sons, Inc., where, as Assistant Treasurer, he was responsible for corporate finance, capital markets and domestic operations.
Mr. Siegel graduated from The Wharton School at the University of Pennsylvania with a B.S. in Economics and earned his M.B.A. from University of Chicago’s Graduate School of Business.
About Time Warner Cable
Time Warner Cable Inc. (NYSE: TWC) is among the largest providers of video, high-speed data and voice services in the United States, connecting 15 million customers to entertainment, information and each other. Time Warner Cable Business Class offers data, video and voice services to businesses of all sizes, cell tower backhaul services to wireless carriers and enterprise-class, cloud-enabled hosting, managed applications and services. Time Warner Cable Media, the advertising sales arm of Time Warner Cable, offers national, regional and local companies innovative advertising solutions. More information about the services of Time Warner Cable is available at twc.com, twcbc.com and twcmedia.com.
Media:
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Investors:
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Susan Leepson
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Tom Robey
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(212) 364-8281
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(212) 364-8218
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