SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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   Indemnification and Insurance. The merger agreement provides that, upon
completion of the merger, AOL Time Warner will indemnify and hold harmless, and
provide advancement of expenses to, all past and present directors, officers
and employees of America Online and its subsidiaries, in all of their
capacities:
 
  .  to the same extent they were indemnified or had the right to advancement
     of expenses as of January 10, 2000, which is the date of the merger
     agreement, pursuant to America Online's restated certificate of
     incorporation, restated by-laws and indemnification agreements with any
     directors, officers and employees of America Online and its
     subsidiaries; and
 
  .  to the fullest extent permitted by law,
 
in each case for acts or omissions occurring at or prior to the completion of
the merger.
 
   The merger agreement also provides that, upon completion of the merger, AOL
Time Warner will cause to be maintained, for a period of six years after
completion of the merger, the current policies of directors' and officers'
liability insurance and fiduciary liability insurance maintained by America
Online, or policies of at least the same coverage and amounts containing terms
and conditions which are, in the aggregate, no less advantageous to the
insured, with respect to claims arising from facts or events that occurred on
or before the completion of the merger, although AOL Time Warner will not be
required to expend in any one year an amount in excess of 200% of the annual
premiums currently paid by America Online for directors' and officers'
liability insurance and fiduciary liability insurance.
 
Interests of Certain Time Warner Directors and Executive Officers in the Merger
 
   In considering the recommendation of the board of directors of Time Warner
to vote for the proposal to adopt the merger agreement, stockholders of Time
Warner should be aware that members of the Time Warner board of directors and
members of Time Warner's management team have agreements or arrangements that
provide them with interests in the merger that differ from those of Time Warner
stockholders. The Time Warner board of directors was aware of these agreements
and arrangements during its deliberations of the merits of the merger and in
determining to recommend to the stockholders of Time Warner that they vote for
the proposal to adopt the merger agreement.
 
   Governance Structure and Management Positions. Pursuant to the terms of the
merger agreement, upon completion of the merger:
 
  .  the board of directors of AOL Time Warner will be comprised of sixteen
     individuals, eight of whom will be designated by America Online and
     eight of whom will be designated by Time Warner; and
 
  .  each committee of the board of directors of AOL Time Warner will be
     comprised of two directors designated by America Online and two
     directors designated by Time Warner.
 
   Upon completion of the merger:
 
  .  Gerald M. Levin, Chairman and Chief Executive Officer of Time Warner,
     will serve as Chief Executive Officer of AOL Time Warner, and until
     December 31, 2003, cannot be removed from this position, except upon a
     75% vote of the entire AOL Time Warner board of directors;
 
  .  R.E. Turner, Vice Chairman of Time Warner, will serve as Vice Chairman
     of AOL Time Warner; and
 
  .  Richard D. Parsons, President of Time Warner, will serve as Co-Chief
     Operating Officer of AOL Time Warner.
   
   Time Warner Employee Stock Options and Restricted Shares. Upon approval by
the board of directors of Time Warner of the merger agreement, on January 9,
2000, all then outstanding Time Warner stock options, by their terms,
immediately vested and became exercisable, and all then outstanding restricted
shares of Time Warner common stock, by their terms, immediately vested and
became free of all restrictions. As a result of these accelerations, on January
9, 2000, of the 16,210,068 options to purchase shares of Time Warner common
    
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