SEC Filings

WARNER MEDIA, LLC filed this Form S-4/A on 03/24/2000
Entire Document
stock, as applicable, and allege breaches of fiduciary duty by the applicable
company and its directors or aiding and abetting breaches of fiduciary duty by
the other company and its directors in connection with the proposed merger of
America Online and Time Warner. The plaintiffs in each case seek to enjoin
completion of the merger and/or damages. Each of America Online and Time Warner
intends to defend against these lawsuits vigorously.
The Merger Agreement
   The following summary of the merger agreement is qualified in its entirety
by reference to the complete text of the merger agreement, which is
incorporated by reference and attached as Annex A to this joint proxy
statement-prospectus. We urge you to read the full text of the merger
   Conditions to the Merger.  Each of America Online's and Time Warner's
obligations to complete the merger are subject to the satisfaction or waiver of
specified conditions before completion of the merger, including the following:
  .  the adoption of the merger agreement by the affirmative vote of:
    .  the holders of a majority of the voting power of the outstanding
       shares of Time Warner common stock and Time Warner preferred stock,
       voting together as one group; and
    .  the holders of a majority of the outstanding shares of America
       Online common stock;
  .  the absence of any law, order or injunction prohibiting completion of
     the merger;
  .  the expiration or termination of the applicable waiting periods under
     the Hart-Scott-Rodino Antitrust Improvements Act of 1976;
  .  the approval of the merger by the European Commission and Canadian
     governmental entities;
  .  the final approval of the Federal Communications Commission;
  .  the receipt of all approvals and consents of, and the completion of
     filings with, or notices to, any state or local cable franchising
     authorities or any state public service commissions necessary for
     completion of the merger, the failure of which to obtain, individually
     or in the aggregate, would not reasonably be expected to have a Material
     Adverse Effect, as described below, on AOL Time Warner after the merger;
  .  the approval for listing, by the New York Stock Exchange, of the shares
     of AOL Time Warner common stock to be issued, or to be reserved for
     issuance, in connection with the merger, subject to official notice of
     issuance; and
  .  the declaration of effectiveness of the registration statement on Form
     S-4, of which this joint proxy statement-prospectus forms a part, by the
     Securities and Exchange Commission, and the absence of any stop order or
     threatened or pending proceedings seeking a stop order.
"Material Adverse Effect," when used in reference to any entity, means any
event, change, circumstance or effect that is or is reasonably likely to be
materially adverse to:
  .  the business, financial condition or results of operations of the entity
     and its subsidiaries, taken as a whole; or
  .  the ability of the entity to complete the merger.
   However, there will be no Material Adverse Effect to the extent that any
event, change, circumstance or effect relates:
  .  to the economy or financial markets in general; or
  .  generally to the industries in which the entity operates.