SEC Info - Time Warner Inc., et al. - ‘SC 13D/A’ on 9/29/06 re: TW Telecom Inc.

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Time Warner Inc., et al. – ‘SC 13D/A’ on 9/29/06 re: TW Telecom Inc.

On: Friday, 9/29/06, at 4:31pm ET · Accession #: 1105705-6-63 · File #: 5-57821

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer

 9/29/06  Time Warner Inc.                  SC 13D/A               1:43K  TW Telecom Inc.
          Historic TW Inc.
          Time Warner Companies, Inc.
          TW/Tae, Inc.
          Warner Communications Inc.

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D Amendment No. 3                          20     79K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to Be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
7	Item 1. Security and Issuer
8	Item 2. Identity and Background
9	Item 3. Source and Amount of Funds or Other Consideration
11	Item 4. Purpose of Transaction
12	Item 5. Interest in Securities of the Issuer
13	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
"	Item 7. Material to Be Filed as Exhibits

SC 13D/A 1st Page of 20 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Information to be included in statements filed pursuant to
Rule 13d-1(a) and amendments thereto filed pursuant to Rule 13d-2(a)

 Amendment No. 3

Time Warner Telecom Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

Class A Common Stock, Par Value $.01 Per Share
--------------------------------------------------------------------------------
(Title of Class of Securities)

 887319101
--------------------------------------------------------------------------------
(CUSIP Number)

 Paul T. Cappuccio, Esq.
Executive Vice President and General Counsel

Time Warner Inc.
One Time Warner Center
New York, NY 10019
(212) 484-8000
--------------------------------------------------------------------------------

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

September 26, 2006
--------------------------------------------------------------------------------

 (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule  because of Rule  13d-1(e),  13d-1(f) or 13d-1(g),  check the following
box.                                                                            

(Continued on following page(s))

SC 13D/A 2nd Page of 20 TOC 1st Previous Next ↓Bottom Just 2nd
SCHEDULE 13D

CUSIP No.          Class A Common Stock -- 887319101                            

----------------------------------------------------------------------------    
1   NAME OF REPORTING PERSON                                                    
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                       

Time Warner Inc.                                                        
I.R.S. No. 13-4099534                                                   

----------------------------------------------------------------------------    
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]                    
                                               (b)[x] Joint Filing
----------------------------------------------------------------------------    
3   SEC USE ONLY                                                                
----------------------------------------------------------------------------    
4   SOURCE OF FUNDS*                                                            
00                                                                      
----------------------------------------------------------------------------    
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                    
PURSUANT TO ITEMS 2(d) OR 2(e)                       [x]                
----------------------------------------------------------------------------    
6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        
Delaware                                                                
----------------------------------------------------------------------------    
NUMBER OF             7   SOLE VOTING POWER                             
SHARES                    0                                             
BENEFICIALLY          --------------------------------------------------
OWNED BY EACH         8   SHARED VOTING POWER                           
REPORTING                 0                                             
PERSON WITH           --------------------------------------------------
9   SOLE DISPOSITIVE POWER  
0                   
                      --------------------------------------------------
10  SHARED DISPOSITIVE POWER
0                   
----------------------------------------------------------------------------    
11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                
0                                                                       
----------------------------------------------------------------------------    
12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                      
CERTAIN SHARES                              [ ]                         
----------------------------------------------------------------------------    
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          
0.0%         (Class B Common Stock) or                                  
0.0%         (Class A Common Stock)                                     
----------------------------------------------------------------------------    
14  TYPE OF REPORTING PERSON*                                                   
CO                                                                      
----------------------------------------------------------------------------    

2 

SC 13D/A 3rd Page of 20 TOC 1st Previous Next ↓Bottom Just 3rd
CUSIP No.          Class A Common Stock -- 887319101                            

----------------------------------------------------------------------------    
1   NAME OF REPORTING PERSON                                                    
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                       

Historic TW Inc.                                                        
I.R.S. No. 13-3527249                                                   

----------------------------------------------------------------------------    
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]                    
                                               (b)[x] Joint Filing
----------------------------------------------------------------------------    
3   SEC USE ONLY                                                                
----------------------------------------------------------------------------    
4   SOURCE OF FUNDS*                                                            
00                                                                      
----------------------------------------------------------------------------    
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                    
PURSUANT TO ITEMS 2(d) OR 2(e)                       [x]                
----------------------------------------------------------------------------    
6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        
Delaware                                                                
----------------------------------------------------------------------------    
NUMBER OF             7   SOLE VOTING POWER                             
SHARES                    0                                             
BENEFICIALLY          --------------------------------------------------
OWNED BY EACH         8   SHARED VOTING POWER                           
REPORTING                 0                                             
PERSON WITH           --------------------------------------------------
9   SOLE DISPOSITIVE POWER  
0                   
                      --------------------------------------------------
10  SHARED DISPOSITIVE POWER
0                   
----------------------------------------------------------------------------    
11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                
0                                                                       
----------------------------------------------------------------------------    
12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                      
CERTAIN SHARES                              [ ]                         
----------------------------------------------------------------------------    
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          
0.0%         (Class B Common Stock) or                                  
0.0%         (Class A Common Stock)                                     
----------------------------------------------------------------------------    
14  TYPE OF REPORTING PERSON*                                                   
CO                                                                      
----------------------------------------------------------------------------    

3 

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CUSIP No.          Class A Common Stock -- 887319101                            

----------------------------------------------------------------------------    
1   NAME OF REPORTING PERSON                                                    
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                       

Time Warner Companies, Inc.                                             
I.R.S. No. 13-1388520                                                   

----------------------------------------------------------------------------    
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]                    
                                               (b)[x] Joint Filing
----------------------------------------------------------------------------    
3   SEC USE ONLY                                                                
----------------------------------------------------------------------------    
4   SOURCE OF FUNDS*                                                            
00                                                                      
----------------------------------------------------------------------------    
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                    
PURSUANT TO ITEMS 2(d) OR 2(e)                       [x]                
----------------------------------------------------------------------------    
6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        
Delaware                                                                
----------------------------------------------------------------------------    
NUMBER OF             7   SOLE VOTING POWER                             
SHARES                    0                                             
BENEFICIALLY          --------------------------------------------------
OWNED BY EACH         8   SHARED VOTING POWER                           
REPORTING                 0                                             
PERSON WITH           --------------------------------------------------
9   SOLE DISPOSITIVE POWER  
0                   
                      --------------------------------------------------
10  SHARED DISPOSITIVE POWER
0                   
----------------------------------------------------------------------------    
11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                
0                                                                       
----------------------------------------------------------------------------    
12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                      
CERTAIN SHARES                              [ ]                         
----------------------------------------------------------------------------    
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          
0.0%         (Class B Common Stock) or                                  
0.0%         (Class A Common Stock)                                     
----------------------------------------------------------------------------    
14  TYPE OF REPORTING PERSON*                                                   
CO                                                                      
----------------------------------------------------------------------------    

4 

SC 13D/A 5th Page of 20 TOC 1st Previous Next ↓Bottom Just 5th
CUSIP No.          Class A Common Stock -- 887319101                            

----------------------------------------------------------------------------    
1   NAME OF REPORTING PERSON                                                    
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                       

Warner Communications Inc.                                              
I.R.S. No. 13-2696809                                                   

----------------------------------------------------------------------------    
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]                    
                                               (b)[x] Joint Filing
----------------------------------------------------------------------------    
3   SEC USE ONLY                                                                
----------------------------------------------------------------------------    
4   SOURCE OF FUNDS*                                                            
00                                                                      
----------------------------------------------------------------------------    
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                    
PURSUANT TO ITEMS 2(d) OR 2(e)                       [x]                
----------------------------------------------------------------------------    
6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        
Delaware                                                                
----------------------------------------------------------------------------    
NUMBER OF             7   SOLE VOTING POWER                             
SHARES                    0                                             
BENEFICIALLY          --------------------------------------------------
OWNED BY EACH         8   SHARED VOTING POWER                           
REPORTING                 0                                             
PERSON WITH           --------------------------------------------------
9   SOLE DISPOSITIVE POWER  
0                   
                      --------------------------------------------------
10  SHARED DISPOSITIVE POWER
0                   
----------------------------------------------------------------------------    
11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                
0                                                                       
----------------------------------------------------------------------------    
12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                      
CERTAIN SHARES                              [ ]                         
----------------------------------------------------------------------------    
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          
0.0%         (Class B Common Stock) or                                  
0.0%         (Class A Common Stock)                                     
----------------------------------------------------------------------------    
14  TYPE OF REPORTING PERSON*                                                   
CO                                                                      
----------------------------------------------------------------------------    

5 

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CUSIP No.          Class A Common Stock -- 887319101                            

----------------------------------------------------------------------------    
1   NAME OF REPORTING PERSON                                                    
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                       

TW/TAE, Inc.                                                            
I.R.S. No. 13-3667918                                                   

----------------------------------------------------------------------------    
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]                    
                                               (b)[x] Joint Filing
----------------------------------------------------------------------------    
3   SEC USE ONLY                                                                
----------------------------------------------------------------------------    
4   SOURCE OF FUNDS*                                                            
00                                                                      
----------------------------------------------------------------------------    
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                    
PURSUANT TO ITEMS 2(d) OR 2(e)                       [x]                
----------------------------------------------------------------------------    
6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        
Delaware                                                                
----------------------------------------------------------------------------    
NUMBER OF             7   SOLE VOTING POWER                             
SHARES                    0                                             
BENEFICIALLY          --------------------------------------------------
OWNED BY EACH         8   SHARED VOTING POWER                           
REPORTING                 0                                             
PERSON WITH           --------------------------------------------------
9   SOLE DISPOSITIVE POWER  
0                   
                      --------------------------------------------------
10  SHARED DISPOSITIVE POWER
0                   
----------------------------------------------------------------------------    
11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                
0                                                                       
----------------------------------------------------------------------------    
12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                      
CERTAIN SHARES                              [ ]                         
----------------------------------------------------------------------------    
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                          
0.0%         (Class B Common Stock) or                                  
0.0%         (Class A Common Stock)                                     
----------------------------------------------------------------------------    
14  TYPE OF REPORTING PERSON*                                                   
CO                                                                      
----------------------------------------------------------------------------    

6 

SC 13D/A 7th Page of 20 TOC 1st Previous Next ↓Bottom Just 7th
     Time Warner Inc., a Delaware  corporation  ("Time Warner"),  and its wholly
owned subsidiaries,  Historic TW Inc., a Delaware  corporation  ("Historic TW"),
Time  Warner   Companies,   Inc.,  a  Delaware   corporation   ("TWC"),   Warner
Communications  Inc.,  a Delaware  corporation  ("WCI"),  and  TW/TAE,  Inc.,  a
Delaware corporation ("TW/TAE") (collectively,  the "Reporting Persons"), hereby
file this Amendment No. 3 to their  Statement on Schedule 13D (the  "Statement")
as required by Rule  13d-2(a)  under the  Securities  Exchange  Act of 1934,  as
amended (the "Act"),  relating to shares of Class B Common Stock, par value $.01
per share (the "Class B Common  Stock"),  of Time  Warner  Telecom  Inc.  ("Time
Warner Telecom"),  of which Time Warner was the ultimate  beneficial owner prior
to the  conversion  and sale of such shares as more fully  described in the next
paragraph.  Each  share of  Class B  Common  Stock  of Time  Warner  Telecom  is
immediately convertible on a share-for-share basis into shares of Class A Common
Stock,  par value $.01 per share (the  "Class A Common  Stock"),  of Time Warner
Telecom.  Pursuant to Rule  13d-1(k)  under the Act and as provided in the Joint
Filing  Agreement  filed as Exhibit 3 to the  Statement,  the Reporting  Persons
agreed to file one statement  with respect to their  ownership of Class B Common
Stock of Time Warner Telecom.  This Amendment No. 3 to the joint Schedule 13D of
the Reporting Persons is hereinafter referred to as the "Amendment."            

     This  Amendment is being filed as a result of the  conversion of all of the
Class B Common Stock held or  beneficially  owned by the Reporting  Persons into
shares of Class A Common Stock (the  "Conversion")  and the  consummation of the
sale of all such shares of Class A Common Stock (the "Sale of the Class A Common
Stock")  pursuant to an  underwriting  agreement  dated  September 20, 2006 (the
"Underwriting  Agreement")  among Time  Warner  Telecom and  TW/TAE,  TWC,  WCI,
Advance Telecom  Holdings Corp.  ("Advance") and Newhouse Telecom Holdings Corp.
("Newhouse")  (collectively,  the "Selling  Stockholders")  and the underwriters
listed in  Schedule  II thereto  (the  "Underwriters").  The Sale of the Class A
Common Stock was consummated on September 26, 2006 and was effected  pursuant to
a  Registration  Statement on Form S-3 filed by Time Warner Telecom on March 17,
2006  (SEC  File  No.   333-132504-02)   (the  "Registration   Statement"),   as
supplemented  by  a  prospectus   supplement   filed  September  21,  2006  (the
"Prospectus Supplement").  In the Conversion,  TW/TAE, TWC and WCI converted all
1,796,200,  3,367,609 and 28,159,106 shares of Class B Common Stock held by each
of them, respectively, into shares of Class A Common Stock that were sold to the
Underwriters.  In addition, Advance and Newhouse together converted an aggregate
of 10,221,243 shares of Class B Common Stock held by them into shares of Class A
Common Stock that were sold to the Underwriters.                                

     Upon the Sale of the Class A Common Stock,  Time Warner Inc.,  Historic TW,
TW/TAE, TWC and WCI ceased to be Reporting  Persons,  except for the requirement
to file this Amendment pursuant to Rule 13d-2(a) under the Act.                 

     This  Amendment  amends  and  supplements  in its  entirety  the  Statement
originally filed on January 23, 2001, Amendment No. 1 thereto filed on March 23,
2006 and Amendment No. 2 thereto filed on March 29, 2006.                       

Item 1. Security and Issuer.                                                    

     The  Statement  relates to Class A Common Stock and Class B Common Stock of
Time Warner  Telecom.  The address of the  principal  executive  offices of Time
Warner Telecom is 10475 Park Meadows Drive, Littleton, CO 80124.                

7 

SC 13D/A 8th Page of 20 TOC 1st Previous Next ↓Bottom Just 8th
Item 2. Identity and Background.                                                

     The Statement is filed on behalf of Time Warner,  Historic TW, TWC, WCI and
TW/TAE.                                                                         

     Time Warner has its principal  executive offices at One Time Warner Center,
New York,  NY 10019.  Time Warner is a leading media and  entertainment  company
formed in connection with the merger of AOL LLC (formerly America Online,  Inc.,
"AOL") and Historic TW (formerly named Time Warner Inc.),  which was consummated
on January 11, 2001.  Time Warner  classifies its businesses  into the following
five reporting segments:  AOL, consisting  principally of interactive  services;
Cable,  consisting  principally of interests in cable systems  providing  video,
high-speed data and Digital Phone  services;  Filmed  Entertainment,  consisting
principally  of  feature  film,   television  and  home  video   production  and
distribution; Networks, consisting principally of cable television and broadcast
networks; and Publishing, consisting principally of magazine publishing.        

     Historic TW, a wholly owned  subsidiary  of Time Warner,  has its principal
executive offices at One Time Warner Center, New York, New York 10019.  Historic
TW is a holding company with the same business interests as Time Warner,  except
it does not have an ownership interest in AOL's interactive services businesses.

     TWC, an indirect wholly owned subsidiary of Time Warner,  has its principal
executive  offices  at One Time  Warner  Center,  New York,  NY 10019.  TWC is a
holding company with interests in publishing, cable systems, networks and filmed
entertainment.                                                                  

     WCI, an indirect wholly owned subsidiary of Time Warner,  has its principal
executive offices at One Time Warner Center,  New York, New York 10019. WCI is a
holding company with interests in publishing, cable systems, networks and filmed
entertainment.                                                                  

     TW/TAE,  an  indirect  wholly  owned  subsidiary  of Time  Warner,  has its
principal executive offices at One Time Warner Center, New York, NY 10019. Prior
to the Sale of the Class A Common Stock,  TW/TAE's  principal  business activity
was holding shares of Class B Common Stock of Time Warner Telecom.              

     Each of FibrCOM Holdings,  LP, a Delaware limited partnership  ("Fibrcom"),
and Paragon Communications,  a Colorado general partnership ("Paragon"),  each a
subsidiary  of Historic TW, were  included as reporting  persons on the original
Statement  filed January 23, 2001.  On March 31, 2003,  in  connection  with the
restructuring of Time Warner Entertainment  Company, L.P. ("TWE"), the 4,875,000
shares of Class B Common  Stock then held by Fibrcom and the  773,322  shares of
Class B Common Stock then held by Paragon were  transferred to WCI. As a result,
neither Fibrcom nor Paragon is included as a Reporting Person in this Amendment.

     American  Television and Communications  Corporation  ("ATC"),  an indirect
wholly owned  subsidiary of Time Warner,  was included as a reporting  person on
the original  Statement  filed  January 23, 2001 and on Amendment  No. 1 thereto
filed on March 23,  2006.  Upon the  closing  on March  29,  2006 of the sale of
shares to the Underwriters pursuant to an underwriting agreement dated March 23,
2006 (the "March 2006  Underwriting  Agreement"),  ATC ceased to own any Class A
Common  Stock or Class B Common  Stock.  As a result,  ATC is not  included as a
Reporting Person in this Amendment.                                             

     Upon the Sale of the Class A Common Stock,  Time Warner Inc.,  Historic TW,
TW/TAE,  TWC and WCI  ceased to hold or  beneficially  own any shares of Class A

8 

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Common Stock or Class B Common Stock and ceased to be Reporting Persons,  except
for the  requirement to file this Amendment  pursuant to Rule 13d-2(a) under the
Act.                                                                            

     Effective  October 16,  2003,  Time  Warner  changed its name from AOL Time
Warner  Inc.  to Time  Warner  Inc.  and  Historic TW changed its name from Time
Warner Inc. to Historic TW Inc.                                                 

     The name, business address,  citizenship,  present principal  occupation or
employment (and the name,  principal  business and address of any corporation or
other  organization  in which such employment is conducted) of each director and
executive  officer  of each of the  Reporting  Persons is set forth in Annexes A
through C, respectively, which Annexes are incorporated herein by reference.    

     Except  as  described  herein,  during  the last  five  years,  none of the
Reporting  Persons,  nor, to the best  knowledge of the Reporting  Persons,  any
person named in Annexes A through C hereto has been (i)  convicted in a criminal
proceeding  (excluding  traffic  violations or similar  misdemeanors)  or (ii) a
party to a civil  proceeding of a judicial or  administrative  body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree  or final  order  enjoining  future  violations  of,  or  prohibiting  or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.                                            

     Except as described  herein, to the best knowledge of the Reporting Persons
as of the date hereof, (i) none of the Reporting Persons, nor any of the persons
listed on Annexes A to C  beneficially  owns any shares of Class A Common  Stock
and (ii) there have been no  transactions  in the shares of Class A Common Stock
or Class B  Common  Stock  effected  during  the  past 60 days by the  Reporting
Persons,  nor to the best of the knowledge of the Reporting Persons,  any of the
persons listed on Annexes A through C.                                          

     On March 21, 2005,  pursuant to an approved  settlement with the Securities
and Exchange Commission (the "SEC") in connection with its investigation of Time
Warner's  accounting  and  disclosure  practices,  Time Warner  agreed,  without
admitting or denying any  wrongdoing,  to be enjoined from future  violations of
certain  provisions  of the  securities  laws  and to  comply  with a prior  SEC
cease-and-desist  order issued to AOL in May 2000. In connection  with the SEC's
investigation,  Wayne H. Pace (Time Warner's Chief Financial  Officer) and James
W. Barge (Time Warner's Controller) also reached settlements approved by the SEC
pursuant  to which they each  agreed,  without  admitting  or denying  the SEC's
allegations,  to the entry of an administrative order that they cease and desist
from any future  violations of certain  reporting  provisions of the  securities
laws; however, neither is subject to any suspension, bar or penalty.            

Item 3.  Source and Amount of Funds or Other Consideration.                     

     In 1998,  Time Warner  Telecom LLC ("TWT LLC") was created as a result of a
reorganization  of the business  telephony  operations of Historic TW, TWE and a
partnership  between  TWE,  Advance and  Newhouse  ("TWE-A/N").  As part of that
reorganization,  (1) the business telephony operations conducted by Historic TW,
TWE and TWE-A/N  were each  contributed  to TWT LLC and (2) TWE's and  TWE-A/N's
interests  therein were distributed to their partners,  certain  subsidiaries of
Historic  TW, AT&T  Corporation,  as  successor  to  MediaOne  of Colorado  Inc.
("AT&T"), Advance and Newhouse.                                                 

9 

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     On May 10,  1999,  TWT LLC,  Time  Warner  Telecom  Inc.,  a  wholly  owned
subsidiary of TWT LLC ("TWT Inc."),  and TW Telecom Merger Corp., a newly formed
Delaware corporation,  entered into an Agreement and Plan of Merger. Pursuant to
the  Agreement and Plan of Merger,  TWT LLC and TWT Inc.  merged into TW Telecom
Merger Corp.,  and TW Telecom Merger Corp., the surviving  corporation,  changed
its name to Time Warner  Telecom  Inc.  (the  "Reconstitution").  The holders of
Class B limited liability company interests of TWT LLC became holders of Class B
Common Stock of Time Warner Telecom and the holders of Class A limited liability
company  interests  of TWT LLC became  holders  of Class A Common  Stock of Time
Warner Telecom. In the Reconstitution, the subsidiaries of Historic TW exchanged
Class B limited liability company interests equaling a 62% Class B participation
percentage  in TWT LLC for an aggregate of  50,363,739  shares of Class B Common
Stock of Time Warner Telecom.                                                   

     The  description  of the Agreement and Plan of Merger  contained  herein is
qualified in its entirety by  reference to the  Agreement,  which is attached as
Exhibit 1 to the Statement filed January 23, 2001.                              

     On January 11, 2001,  pursuant to the Second Amended and Restated Agreement
and Plan of Merger,  dated as of January  10,  2000,  among  Time  Warner,  AOL,
Historic TW, America  Online Merger Sub Inc., a wholly owned  subsidiary of Time
Warner  ("AOL  Merger  Sub"),  and Time Warner  Merger Sub Inc.,  a wholly owned
subsidiary of Time Warner ("TW Merger Sub"),  AOL Merger Sub was merged into AOL
and TW Merger Sub was merged into Historic TW (the "Mergers").  As a result, AOL
and  Historic  TW each  became a wholly  owned  subsidiary  of Time  Warner.  In
addition,  upon  consummation of the Mergers,  (i) each outstanding share of AOL
Common Stock was  automatically  converted  into one share of Time Warner Common
Stock, (ii) each outstanding share of Historic TW Common Stock was automatically
converted into 1.5 shares of Time Warner Common Stock and (iii) each outstanding
share of Historic TW Series LMCN-V Common Stock was automatically converted into
1.5 shares of Time Warner Series LMCN-V Common Stock having terms  substantially
identical to those of the Historic TW Series LMCN-V common stock.               

     The  foregoing   transaction  is  referred  to  as  the  "Holding   Company
Transaction". As a result of the Holding Company Transaction, Time Warner became
the ultimate beneficial owner of the Class B Common Stock of Time Warner Telecom
held by the Reporting Persons.                                                  

     On March  31,  2003,  in  connection  with the  restructuring  of TWE,  the
4,875,000  shares of Class B Common  Stock then held by Fibrcom  and the 773,322
shares of Class B Common Stock then held by Paragon were transferred to WCI.    

     On March 29,  2006,  in  connection  with the  consummation  of the sale of
shares  of  Class  A  Common  Stock  pursuant  to the  March  2006  Underwriting
Agreement, ATC converted all 15,469,415 shares of Class B Common Stock then held
by it into  shares of Class A Common  Stock  that were sold to the  underwriters
named in  Schedule  II to the  March  2006  Underwriting  Agreement  and  TW/TAE
converted  1,571,409  shares of Class B Common Stock then held by it into shares
of Class A Common Stock that were sold to such underwriters.                    

     On September 26, 2006, in connection  with the  consummation of the Sale of
the Class A Common Stock pursuant to the  Underwriting  Agreement,  WCI, TWC and
TW/TAE  converted  all  shares of Class B Common  Stock  then held  (28,159,106,
3,367,609 and 1,179,620,  respectively) into shares of Class A Common Stock that
were  sold  to  the  underwriters  named  in  Schedule  II to  the  Underwriting
Agreement.                                                                      

10

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Item 4. Purpose of Transaction.                                                 

Sale of Reporting Persons' Remaining Investment in Time Warner Telecom          
----------------------------------------------------------------------          

     Prior to the  Conversion  and the Sale of the  Class A Common  Stock,  Time
Warner was the  beneficial  owner of 33,322,915  shares of Class B Common Stock.
Time Warner has engaged in the sale of non-strategic  assets,  and has indicated
to Time Warner  Telecom that it did not consider its  investment  in Time Warner
Telecom to be  strategic.  The Sale of the Class A Common Stock  resulted in the
sale of all of Time  Warner's and the Selling  Stockholders'  investment in Time
Warner Telecom.                                                                 

Termination of Class B Stockholders' Agreement                                  
----------------------------------------------                                  

     The Reporting Persons were party to a Stockholders  Agreement dated May 10,
1999 (the "Class B  Stockholders'  Agreement"),  that was entered into when Time
Warner  Telecom was  reconstituted  as a  corporation  from a limited  liability
company in May 1999, as amended on July 19, 2000. Under the terms of the Class B
Stockholders'  Agreement,  immediately  prior to the  Conversion and Sale of the
Class A Common  Stock,  the  Reporting  Persons had the right to designate  four
nominees for the Time Warner  Telecom Board of  Directors.  Upon the Sale of the
Class A Common  Stock,  the  Class B  Stockholders'  Agreement  terminated,  the
Reporting  Persons ceased to have the ability to appoint  directors to the board
of  directors  of Time  Warner  Telecom  and the  existing  directors  that were
appointed by the Reporting Persons resigned effective September 26, 2006.       

Amendment of Time Warner Telecom's Restated Certificate of Incorporation        
------------------------------------------------------------------------        

     Immediately  prior to the Sale of the  Class A Common  Stock,  the  Selling
Stockholders  consented to certain  amendments to Time Warner Telecom's restated
certificate  of  incorporation  to include  provisions  that Time Warner Telecom
believes  are  more  appropriate  for  a  public  company  without   controlling
stockholders.  In particular,  the Selling Stockholders  consented to amendments
that  eliminate,  on the trigger  date,  the ability of  stockholders  holding a
majority of Time Warner  Telecom's  voting power and the ability of any director
to call a special meeting of stockholders  and instead to provide that, from and
after the  trigger  date,  special  meetings  may be called  only by Time Warner
Telecom's  board of  directors.  The  Selling  Stockholders  also  consented  to
amendments  that provide that,  after the trigger date,  subject to the terms of
any preferred stock,  stockholders  may not act by written consent.  The trigger
date is the date on  which  the  outstanding  shares  of  Class B  Common  Stock
represent less than 50% of Time Warner Telecom's voting power, which occurred on
the date the sale of shares to the  Underwriters  pursuant  to the  Underwriting
Agreement was consummated.                                                      

     In addition,  the Selling Stockholders  consented to an amendment providing
that,  after the date on which no holder of Class B Common  Stock is entitled to
designate  any director  nominees  under the terms of the Class B  Stockholders'
Agreement,  the number of directors  comprising  Time Warner  Telecom's board of
directors will be as provided in Time Warner Telecom's bylaws. Upon consummation
of the Sale of the Class A Common Stock,  no holders of Class B Common Stock are
entitled to designate any director nominees.                                    

     The Selling  Stockholders  also  consented  to amend Time Warner  Telecom's
restated  certificate of  incorporation to provide that Time Warner Telecom will
be governed by Section 203 of the Delaware  General  Corporation  Law  following
such time as the outstanding  shares of Class B Common Stock represent less than
10% of Time Warner Telecom's  voting power,  which occurred on the date the sale
of  shares                                                                      

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to the  Underwriters  pursuant to the  Underwriting  Agreement was  consummated.
Section 203 prohibits a publicly held  Delaware  corporation  from engaging in a
"business  combination"  with an  "interested  stockholder,"  as those terms are
defined  in that  section,  for a period  of three  years  after the date of the
transaction in which the stockholder became an interested stockholder.          

     Finally,  the  Selling  Stockholders  consented  to  authorize  Time Warner
Telecom to amend its restated certificate of incorporation to change its name to
"TW  Telecom  Inc."  prior to July 13,  2007,  unless  Time  Warner  Telecom has
otherwise  changed its corporate  name and amended its restated  certificate  of
incorporation to delete "Time Warner" from its name prior to such date.         

     Other than as  reported in this Item 4, none of the  Reporting  Persons has
any  current  plans or  proposals  that  relate  to or would  result  in (i) the
acquisition or disposition of securities of Time Warner Telecom; (ii) initiating
an extraordinary  corporate  transaction,  such as a merger,  reorganization  or
liquidation,  involving Time Warner Telecom or any of its subsidiaries;  (iii) a
sale or transfer of a material amount of assets of Time Warner Telecom or any of
its  subsidiaries;  (iv)  any  change  in the  present  board  of  directors  or
management of Time Warner Telecom including any plans or proposals to change the
number or term of directors or to fill any existing  vacancies on the board; (v)
any material  change in the present  capitalization  or dividend  policy of Time
Warner  Telecom;  (vi)  initiating  any other  material  change  in Time  Warner
Telecom's  business  or  corporate  structure;  (vii)  changes  in  Time  Warner
Telecom's charter, by-laws or instruments corresponding thereto or other actions
which may  impede the  acquisition  or  control  of Time  Warner  Telecom by any
person;  (viii)  causing a class of  securities  of Time  Warner  Telecom  to be
delisted from a national  securities exchange or to cease to be authorized to be
quoted in an inter-dealer  quotation system of a registered  national securities
association; (ix) causing a class of equity securities of Time Warner Telecom to
become eligible for termination of registration  pursuant to Section 12(g)(4) of
the  Securities  Exchange Act of 1934, as amended;  or (x) any action similar to
any of those enumerated in clauses (i) through (ix) of this sentence.           

Item 5. Interest in Securities of the Issuer.                                   

     Immediately prior to the Sale of the Class A Common Stock,  TW/TAE, TWC and
WCI converted all 1,796,200,  3,367,609 and 28,159,106  shares of Class B Common
Stock held by each of them, respectively. As a result of the Sale of the Class A
Common Stock to the Underwriters pursuant to the Underwriting Agreement, none of
the  Reporting  Persons nor any  director or  executive  officer of Time Warner,
Historic  TW,  TWC,  WCI or TW/TAE  owns  shares of common  stock of Time Warner
Telecom.  The Sale of the Class A Common  Stock  was  effected  pursuant  to the
Registration Statement, as supplemented by the Prospectus Supplement.           

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Item 6.   Contracts, Arrangements, Understandings or Relationships with         
Respect to Securities of the Issuer.                        

     The  Reporting  Persons  are  not  party  to any  contracts,  arrangements,
understandings  or  relationships  with respect to shares of Time Warner Telecom
Class A Common Stock or Class B Common Stock,  except for certain  provisions of
the  Underwriting  Agreement  that  continue  for  the  90  days  following  the
consummation of the Sale of the Class A Common Stock.                           

Item 7.   Material to Be Filed as Exhibits.                                     

   Exhibit 1:           Agreement and Plan of Merger dated as of May
                              10, 1999 (incorporated by reference to Exhibit 2.1
                             to Time Warner Telecom's Quarterly Report on Form
                              10-Q for the quarter ended June 30, 1998 (File No.
0-30218)).          

      Exhibit 2:           Stockholders Agreement dated as of May 10, 1999
                             (incorporated by reference to Exhibit 4.1 to Time
                             Warner Telecom Registration Statement on Form S-1
          (Registration No. 333-49439)).

Exhibit 3:           Amendment, dated July 19, 2000, to the   
                             Stockholders Agreement (incorporated by reference
                          to Exhibit 4.2 to Time Warner Telecom's Annual
                           Report on Form 10-K for the year ended December
31, 2000).          

Exhibit 4:           Joint filing Agreement among Time Warner,
                           Historic TW, TWC, WCI, ATC, TW/TAE, Paragon and
                              Fibrcom (incorporated by reference to the Schedule
                             13D filed by the Reporting Persons on January 23,
2001).              

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 Signature

     After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certify that the information set forth in this Statement
is true, complete and correct.                                                  

Date:  September 29, 2006                                                       

                          TIME WARNER INC.

                                 By /s/ Pascal Desroches
                                             -----------------------------
                                       Name:  Pascal Desroches
                                         Title: Vice President and
                                               Deputy Controller

                          HISTORIC TW INC.

                                 By /s/ Pascal Desroches
                                             -----------------------------
                                       Name:  Pascal Desroches
                                         Title: Vice President and
                                               Deputy Controller

                                     TIME WARNER COMPANIES, INC.

                                 By /s/ Pascal Desroches
                                             -----------------------------
                                       Name:  Pascal Desroches
                                         Title: Vice President and
                                               Deputy Controller

                                    WARNER COMMUNICATIONS INC.

                                 By /s/ Pascal Desroches
                                             -----------------------------
                                       Name:  Pascal Desroches
                                         Title: Vice President and
                                               Deputy Controller

                     TW/TAE, INC

                                     By /s/ Brenda C. Karickhoff
                                             -----------------------------
                                           Name:  Brenda C. Karickhoff
                                             Title:  Senior Vice President
                                             and Secretary

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 ANNEX A

     The following is a list of the  directors  and  executive  officers of Time
Warner Inc.  ("Time  Warner"),  setting  forth the business  address and present
principal occupation or employment (and the name, principal business and address
of any  corporation or  organization  in which such  employment is conducted) of
each such person.  Unless otherwise noted, to the best knowledge of Time Warner,
each person is a citizen of the United States of America.                       

Directors                                                                       
                       Principal Occupation or
Name                     Office         Employment and Address                  
----                     ------         -----------------------                 

James L. Barksdale       Director       Chairman and President,                 
                                Barksdale Management Corporation
                                       (private investment management company)
                c/o Time Warner*

Stephen F. Bollenbach    Director       Co-Chairman and Chief Executive Officer,
                         Hilton Hotels Corporation
                                (hotel ownership and management)
                             c/o Hilton Hotels Corporation
                       9396 Civic Center Drive
                        Beverly Hills, CA  90210

Frank J. Caufield        Director       Co-Founder and General Partner,         
                                Kleiner Perkins Caufield & Byers
                               (a venture capital partnership)
                   2750 Sand Hill Road
                     Menlo Park, CA  94025

Robert C. Clark          Director       Distinguished Service Professor,        
                  Harvard University
                         1575 Massachusetts Avenue
                   Cambridge, MA 02138

Mathias Dopfner**        Director       Chairman, Chief Executive Officer and   
                               Head of the Newspaper Division,
               Axel Sringer AG
                        Axel-Springer-Strasse 65
                     10888 Berlin, Germany

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                       Principal Occupation or
Name                     Office         Employment and Address                  
----                     ------         -----------------------                 

Jessica P. Einhorn       Director       Dean,                                   
                                Paul H. Nitze School of Advanced
                        International Studies at
                            The Johns Hopkins University
                  The Nitze Building
                          1740 Massachusetts Ave, NW
                      Washington, D.C. 20036

*The  business  address of Time Warner,  Historic TW, TWC, WCI and TW/TAE is One
Time Warner Center, New York, NY 10019.                                         

**Citizen of Germany.                                                           

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                                             Principal Occupation or
Name                    Office                     Employment and Address       
----                    ------                     ----------------------       
Reuben Mark             Director                   Chairman and Chief Executive 
                              Officer,
                                               Colgate-Palmolive Company
                                         (consumer products)
                                     300 Park Avenue
                                        New York, NY 10022

Michael A. Miles        Director                   Special Limited Partner,     
                                                 Forstmann Little & Company,
                                               (private investment firm)
                                    1350 Lake Road
                                            Lake Forest, IL  60045

Kenneth J. Novack       Director                   Senior Counsel,              
                                                 Mintz, Levin, Cohn, Ferris,
                                           Glovsky and Popeo, PC
                                (law firm)
                                          One Financial Center
                                      Boston, MA 02111

Richard D. Parsons      Chairman of the Board and  Chairman of the Board and    
                     Chief Executive Officer    Chief Executive Officer of
                                  Time Warner*

Francis T. Vincent, Jr. Director                   Chairman,                    
                                         Vincent Enterprises
                                               (private investment firm)
                                      290 Harbor Drive
                                        Stamford, CT 06902

Deborah C. Wright       Director                   Chairman of the Board,       
                                                   President and Chief Executive
                              Officer,
                                              Carver Bancorp, Inc. and
                                                 Carver Federal Savings Bank
                               (banking)
                                        75 West 125 Street
                                             New York, NY 10027-4512

*The  business  address of Time Warner,  Historic TW, TWC, WCI and TW/TAE is One
Time Warner Center, New York, NY 10019.                                         

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Executive Officers Who Are Not Directors                                        
----------------------------------------                                        

                                                      Principal Occupation and
Name                  Office                           Employment Address       
----                  ------                           ------------------       

Jeffrey L. Bewkes     President and Chief              President and Chief      
               Operating Officer                Operating Officer,
                                          Time Warner*

Paul T. Cappuccio     Executive Vice President and     Executive Vice President 
                 General Counsel                  and General Counsel,
                                          Time Warner*

Wayne H. Pace         Executive Vice President and     Executive Vice President 
                Chief Financial Officer          and Chief Financial
                                      Officer,
                                          Time Warner*

Edward A. Adler       Executive Vice President,        Executive Vice President,
                      Corporate Communications         Corporate Communications,
                                          Time Warner*

Patricia Fili-Krushel Executive Vice President,        Executive Vice President,
            Administration                   Administration,
                                          Time Warner*

Carol Melton          Executive Vice President,        Executive Vice President,
                  Global Public Policy             Global Public Policy,
                                          Time Warner*

Olaf Olafsson**       Executive Vice President         Executive Vice President,
                                          Time Warner*

*The  business  address of Time Warner,  Historic TW, TWC, WCI and TW/TAE is One
Time Warner Center, New York, NY 10019.                                         

** Citizen of Iceland                                                           

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 ANNEX B

The following is a list of the directors and executive  officers of Historic TW,
TWC and WCI setting forth the business address and present principal  occupation
or employment (and the name,  principal  business and address of any corporation
or  organization  in which such  employment  is  conducted) of each such person.
Unless  otherwise noted, to the best knowledge of Historic TW, TWC and WCI, each
person is a citizen of the United States of America.                            

                                                     Principal Occupation or
Name                  Office                           Employment and Address   
----                  ------                           ----------------------   
Raymond G. Murphy     Director, Senior Vice            Senior Vice President    
           President and Treasurer          and Treasurer,
                                          Time Warner*

Paul T. Cappuccio     Director, Executive              Executive Vice President 
                 Vice President                   and General Counsel,
                                          Time Warner*

James W. Barge        Director, Senior Vice            Senior Vice President    
            President and Controller         and Controller,
                                          Time Warner*

Richard D. Parsons    Chairman and Chief               Chairman of the Board    
                Executive Officer                and Chief Executive
                                      Officer,
                                          Time Warner*

Jeffrey L. Bewkes     President and Chief              President and Chief      
               Operating Officer                Operating Officer,
                                          Time Warner*

Wayne H. Pace         Executive Vice President         Executive Vice President 
                and Chief Financial Officer      and Chief Financial
                                      Officer,
                                          Time Warner*

Edward A. Adler       Executive Vice President         Executive Vice President,
                                                       Corporate Communications,
                                          Time Warner*

Patricia Fili-Krushel Executive Vice President         Executive Vice President,
                                             Administration,
                                          Time Warner*

Carol Melton          Executive Vice President         Executive Vice President,
                                                   Global Public Policy,
                                          Time Warner*

Olaf Olafsson**       Executive Vice President         Executive Vice President,
                                          Time Warner*

*The business address of Time Warner, Historic TW, TWC, WCI and TW/TAE is One   
Time Warner Center, New York, NY 10019.                                         

** Citizen of Iceland                                                           

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 ANNEX C

The  following  is a list of the  directors  and  executive  officers of TW/TAE,
setting  forth  the  business  address  and  present  principal   occupation  or
employment (and the name,  principal  business and address of any corporation or
organization in which such employment is conducted) of each such person.  To the
best  knowledge  of TW/TAE,  each  person is a citizen  of the United  States of
America.                                                                        

                                                     Principal Occupation or
Name                     Office                        Employment and Address   
----                     ------                        ----------------------   

Raymond G. Murphy        Director, Senior Vice         Senior Vice President    
              President and Treasurer       and Treasurer,
                                          Time Warner*

Paul T. Cappuccio        Director, Executive           Executive Vice President 
                    Vice President                and General Counsel,
                                          Time Warner*

James W. Barge           Director                      Senior Vice President and
                                         Controller,
                                          Time Warner*

Richard D. Parsons       President                     Chairman of the Board and
                                                      Chief Executive Officer,
                                          Time Warner*

*The  business  address of Time Warner,  Historic TW, TWC, WCI and TW/TAE is One
Time Warner Center, New York, NY 10019.                                         

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

	7/13/07	12		4
Filed on:	9/29/06	14		4, 8-K, PRE 14C
	9/26/06	1	11	4, 8-K, DEF 14C, PRE 14C
	9/21/06	7		424B4, FWP
	9/20/06	7		4, 4/A, 8-K
	3/29/06	7	10	4, 8-K
	3/23/06	7	8	4, 4/A, 8-K, SC 13D/A
	3/17/06	7		4, 424B5, FWP, S-3ASR
	3/21/05	9		8-K
	10/16/03	9		8-K
	3/31/03	8	10	10-Q, 4, 4/A, S-8
	1/23/01	7	13	SC 13D, SC 13D/A, SC 13G
	1/11/01	8	10	8-K, 8-K/A, 8-K12G3, S-8
	12/31/00	13		10-K, 10KT405
	7/19/00	11	13
	1/10/00	10
	5/10/99	10	13	3
	6/30/98	13
				List all Filings

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Filing Submission 0001105705-06-000063 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Time Warner Inc., et al. – ‘SC 13D/A’ on 9/29/06 re: TW Telecom Inc.

On: Friday, 9/29/06, at 4:31pm ET · Accession #: 1105705-6-63 · File #: 5-57821

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Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents