SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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information and materials to notify the Department of Justice and the Federal
Trade Commission of the merger. The Federal Trade Commission has been
designated as the agency to review the merger. The Federal Trade Commission has
issued a request for additional information and documentary materials. The
request extends the waiting period until the date that is 20 days after we have
complied with the request, although the Federal Trade Commission may terminate
the waiting period at any time after it has completed its review.     
 
   The Antitrust Division of the Department of Justice or the Federal Trade
Commission may challenge the merger on antitrust grounds, either before or
after expiration of the waiting period. Accordingly, at any time before or
after the completion of the merger, either the Antitrust Division of the
Department of Justice or the Federal Trade Commission could take action under
the antitrust laws as it deems necessary or desirable in the public interest,
or other persons could take action under the antitrust laws, including seeking
to enjoin the merger. Additionally, at any time before or after the completion
of the merger, notwithstanding that the applicable waiting period expired or
was terminated, any state could take action under the antitrust laws as it
deems necessary or desirable in the public interest. There can be no assurance
that a challenge to the merger will not be made or that, if a challenge is
made, we will prevail.
   
   Under Regulation (EEC) No. [4064/89] of the Council of the European Union,
the merger may not be completed until the European Commission has granted its
approval. America Online and Time Warner anticipate that the requisite
notification will be filed with respect to the merger with the European
Commission in early April 2000. In addition, America Online and Time Warner are
required to make filings with or obtain approvals from other international
regulatory authorities in connection with the merger including regulatory
authorities in Brazil, Canada and South Africa.     
 
   America Online and Time Warner are not aware of any other foreign
governmental approvals or actions that are required to complete the merger.
America Online and Time Warner conduct operations in a number of foreign
countries, some of which have voluntary and/or post-merger notification
systems. Should any other approval or action be required, America Online and
Time Warner currently plan to seek the approval or take the action. Failure to
obtain the approval or take the action is not anticipated to have a material
effect on the merger or on AOL Time Warner.
   
   Federal Communications Commission. Pursuant to the Communications Act of
1934, the transfer of control of licenses issued by the Federal Communications
Commission typically requires prior Federal Communications Commission approval.
America Online and Time Warner each directly or indirectly hold Federal
Communications Commission licenses and intend to obtain any necessary approvals
from the Federal Communications Commission in connection with the mergers. On
February 11, 2000, America Online and Time Warner filed appropriate
applications with the Federal Communications Commission seeking approval for
the transfer of control to AOL Time Warner of the applicable Federal
Communications Commission licenses and authorizations. On March 21, 2000,
America Online and Time Warner filed additional information in support of this
filing.     
   
   State and Local Governmental Authorities. Affiliates of Time Warner hold
cable television franchises around the country for its cable television
operations. A substantial number of these cable franchise agreements may
require local governmental approval in connection with the merger, and a few
states may impose similar requirements. Similarly, a few state and local
approvals may be required in connection with the transfer of control of
authorizations for telephone or telecommunications services provided by
affiliates of Time Warner. Time Warner and AOL Time Warner have submitted
applications to appropriate state and local authorities where consents may be
required. Other state and local authorities have been provided notification of
the merger.     
 
Restrictions on Sales of Shares by Affiliates of America Online and Time Warner
 
   The shares of AOL Time Warner common stock to be issued in connection with
the merger or upon conversion of shares of AOL Time Warner series common stock
or AOL Time Warner preferred stock issued in connection with the merger will be
registered under the Securities Act of 1933 and will be freely transferable
 
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