SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
   No Other Transactions Involving America Online or Time Warner.  The merger
agreement contains detailed provisions prohibiting America Online and Time
Warner from seeking an alternative transaction. Under these "no solicitation"
provisions, each of America Online and Time Warner has agreed that neither it
nor any of its subsidiaries, officers and directors, will, and that it will use
reasonable best efforts to ensure that its and its subsidiaries' employees,
agents and representatives, do not, directly or indirectly:
 
  .  initiate, solicit, encourage or knowingly facilitate any inquires or the
     making of an Acquisition Proposal, as described below;
 
  .  have any discussion with, or provide any confidential information or
     data to, any person relating to an Acquisition Proposal, or engage in
     any negotiations concerning an Acquisition Proposal, or knowingly
     facilitate any effort or attempt to make or implement an Acquisition
     Proposal;
 
  .  approve or recommend, or propose publicly to approve or recommend, any
     Acquisition Proposal; or
 
  .  approve or recommend, or propose to approve or recommend, or execute or
     enter into, any letter of intent, agreement in principle, merger
     agreement, acquisition agreement, option agreement or other similar
     agreement or propose publicly or agree to do any of the foregoing
     related to any Acquisition Proposal.
 
   "Acquisition Proposal" means, with respect to any entity, any proposal or
offer with respect to, or a transaction to effect:
 
  .  a merger, reorganization, share exchange, consolidation, business
     combination, recapitalization, liquidation, dissolution or similar
     transaction involving that entity or any of its significant
     subsidiaries;
 
  .  any purchase or sale of 20% or more of the consolidated assets of the
     entity, including stock of its subsidiaries, taken as a whole; or
 
  .  any purchase or sale of, or tender or exchange offer for, the equity
     securities of that entity that, if completed, would result in any person
     beneficially owning securities representing 20% or more of the total
     voting power of that entity, or of the surviving parent entity in the
     transaction, or any of its significant subsidiaries.
 
   However, the merger agreement does not prevent each of America Online and
Time Warner, or its board of directors from:
 
  .  engaging in any discussions or negotiations with, or providing any
     information to, any person in response to an unsolicited bona fide
     written Acquisition Proposal by that person, if and only to the extent
     that its board of directors concludes in good faith that there is a
     reasonable likelihood that the Acquisition Proposal could constitute a
     Superior Proposal; or
 
  .  effecting a Change in Board Recommendation, as defined below, if and
     only to the extent that it has received an unsolicited bona fide written
     Acquisition Proposal from a third party and its board of directors
     concludes in good faith that the Acquisition Proposal constitutes a
     Superior Proposal, as described below.
 
   However, America Online or Time Warner may only take such action if and only
to the extent that:
 
  .  the special meeting of its stockholders to vote on the adoption of the
     merger agreement has not occurred;
 
  .  its board of directors, after consultation with outside counsel,
     determines in good faith that the failure to effect a Change in Board
     Recommendation or to engage in discussions or negotiations with, or
     provide information to, the person, as the case may be, would be
     inconsistent with its fiduciary duties under applicable law;
 
                                       67