SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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   Appraisal rights are available only to the record holder of shares. If you
wish to exercise appraisal rights but have a beneficial interest in shares
which are held of record by or in the name of another person, such as a broker
or nominee, you should act promptly to cause the record holder to follow the
procedures set forth in Section 262 to perfect your appraisal rights.
 
   A demand for appraisal should be signed by or on behalf of the stockholder
exactly as the stockholder's name appears on the stockholder's stock
certificates. If the shares are owned of record in a fiduciary capacity, such
as by a trustee, guardian or custodian, the demand should be executed in that
capacity, and if the shares are owned of record by more than one person, as in
a joint tenancy or tenancy in common, the demand should be executed by or on
behalf of all joint owners. An authorized agent, including one or more joint
owners, may execute a demand for appraisal on behalf of a record holder;
however, in the demand the agent must identify the record owner or owners and
expressly disclose that the agent is executing the demand as an agent for the
record owner or owners. A record holder such as a broker who holds shares as
nominee for several beneficial owners may exercise appraisal rights for the
shares held for one or more beneficial owners and not exercise rights for the
shares held for other beneficial owners. In this case, the written demand
should state the number of shares for which appraisal rights are being
demanded. When no number of shares is stated, the demand will be presumed to
cover all shares held of record by the broker or nominee.
   
   If any holder of Time Warner series common stock or preferred stock who
demands appraisal of his or her shares under Section 262 fails to perfect, or
effectively withdraws or loses the right to appraisal, his or her shares will
be converted into a right to receive a number of shares of AOL Time Warner
series common stock or preferred stock, as the case may be, in accordance with
the terms of the merger agreement. Dissenting shares lose their status as
dissenting shares if:     
 
  .  the merger is abandoned;
 
  .  the dissenting stockholder fails to make a timely written demand for
     appraisal;
 
  .  the dissenting shares are voted in favor of the merger;
     
  .  neither Time Warner nor the stockholder files a complaint or intervenes
     in a pending action within 120 days after the effective date of the
     merger; or     
     
  .  the stockholder delivers to Time Warner, as the surviving corporation,
     within 60 days of the effective date of the merger, or thereafter with
     Time Warner's approval, a written withdrawal of the stockholder's demand
     for appraisal of the dissenting shares, although no appraisal proceeding
     in the Delaware Court of Chancery may be dismissed as to any stockholder
     without the approval of the court.     
 
Failure to follow the steps required by Section 262 of the Delaware General
Corporation Law for perfecting appraisal rights may result in the loss of
appraisal rights, in which event a Time Warner stockholder will be entitled to
receive the consideration with respect to the holder's dissenting shares in
accordance with the merger agreement. In view of the complexity of the
provisions of Section 262 of the Delaware General Corporation Law, Time Warner
stockholders who are considering objecting to the merger should consult their
own legal advisors.
 
Delisting and Deregistration of America Online and Time Warner Common Stock
after the Merger
 
   When the merger is completed, America Online common stock and Time Warner
common stock will each be delisted from the New York Stock Exchange and will be
deregistered under the Securities Exchange Act of 1934.
 
Stockholder Lawsuits Challenging the Merger
   
   Several complaints have been filed and remain pending in the Delaware Court
of Chancery naming as defendants one or more of America Online, the directors
of America Online, Time Warner and the directors of Time Warner. The complaints
purport to be filed on behalf of holders of America Online stock or Time Warner
    
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