SEC Filings

WARNER MEDIA, LLC filed this Form S-4/A on 03/24/2000
Entire Document
   The convertible notes due in 2019 were issued under an indenture dated as
of December 6, 1999, as supplemented by a supplemental indenture dated the
same date, between America Online and State Street Bank and Trust Company, as
trustee. Upon consummation of the merger, AOL Time Warner will enter into a
supplemental indenture providing that, subject to the terms and conditions of
the indenture, each note will thereafter be convertible into the number of
shares of AOL Time Warner common stock which the note holder would have
received in the merger if the note holder had converted the note immediately
prior to the merger.
Material United States Federal Income Tax Consequences of the Merger
   The following summary discusses the material U.S. federal income tax
consequences of the merger to U.S. Holders of America Online and Time Warner
   For purposes of this discussion, a U.S. Holder means:
  .  a citizen or resident of the United States;
  .  a corporation or other entity taxable as a corporation created or
     organized under the laws of the United States or any of its political
  .  a trust, if a U.S. court is able to exercise primary supervision over
     the administration of the trust and one or more U.S. fiduciaries have
     the authority to control all substantial decisions of the trust; or
  .  an estate that is subject to U.S. federal income tax on its income
     regardless of its source.
   This discussion is based upon the Internal Revenue Code of 1986, as
amended, Treasury regulations, administrative rulings and judicial decisions
currently in effect, all of which are subject to change, possibly with
retroactive effect. The discussion assumes that America Online stockholders
hold their America Online common stock and will hold their AOL Time Warner
common stock, and that Time Warner stockholders hold their Time Warner capital
stock and will hold their AOL Time Warner capital stock, as a capital asset
within the meaning of Section 1221 of the Internal Revenue Code. Further, the
discussion does not address all aspects of U.S. federal income taxation that
may be relevant to a particular stockholder in light of his, her or its
personal investment circumstances or to stockholders subject to special
treatment under the U.S. federal income tax laws, including:
  .  insurance companies;
  .  tax-exempt organizations;
  .  dealers in securities or foreign currency;
  .  banks or trusts;
  .  persons that hold their America Online common stock or Time Warner
     capital stock as part of a straddle, a hedge against currency risk or a
     constructive sale or conversion transaction;
  .  persons that have a functional currency other than the U.S. dollar;
  .  investors in pass-through entities;
  .  stockholders who acquired their America Online common stock or Time
     Warner capital stock through the exercise of options or otherwise as
     compensation or through a tax-qualified retirement plan; or
  .  holders of options granted under any America Online or Time Warner
     benefit plan.
   Furthermore, this discussion does not consider the potential effects of any
state, local or foreign tax laws.
   None of America Online, Time Warner or AOL Time Warner has requested a
ruling from the United States Internal Revenue Service with respect to any of
the U.S. federal income tax consequences of the merger