SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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  .  before providing any information or data to any person in connection
     with an Acquisition Proposal by that person, its board of directors
     receives from that person an executed confidentiality agreement with
     customary provisions; except that if the confidentiality agreement
     contains provisions that are less restrictive than the comparable
     provision, or omits restrictive provisions, contained in the
     confidentiality agreement between America Online and Time Warner, then
     the confidentiality agreement between America Online and Time Warner
     will be automatically amended to contain the less restrictive provisions
     or to omit the restrictive provisions, as the case may be; and
 
  .  before providing any information or data to any person or entering into
     discussions or negotiations with any person, it promptly notifies the
     other party of:
 
    .  inquiries, proposals or offers received by, any information
       requested from, or any discussions or negotiations sought to be
       initiated or continued with, any of its representatives; and
 
    .  the name of the person and the material terms and conditions of any
       inquiries, proposals or offers.
 
   In addition, the merger agreement does not prevent America Online or Time
Warner from complying with Rule 14d-9 and Rule 14e-2 promulgated under the
Securities Exchange Act of 1934 with regard to an Acquisition Proposal.
 
   "Change in Board Recommendation" means, with respect to any party to the
merger agreement:
 
  .  withdrawing, modifying or qualifying, or proposing to withdraw, modify
     or qualify, in any manner adverse to the other party to the merger
     agreement, the recommendation of that party's board of directors that
     its stockholders vote in favor of the adoption of the merger agreement;
     or
 
  .  taking any action or making any statement in connection with the special
     meeting of the stockholders of that party that is inconsistent with the
     recommendation of that party's board of directors.
 
  However, an action or statement will not be a Change in Board
     Recommendation so long as:
 
    .  the action or statement is taken or made pursuant to advice, in the
       case of America Online, from Simpson Thacher & Bartlett, and, in the
       case of Time Warner, from Cravath, Swaine & Moore, to the effect
       that the action or statement is required by applicable law;
 
    .  if a Public Proposal, as described below, has been made and not
       rescinded, the action or statement does not relate to the Public
       Proposal other than any factual statement required by any regulatory
       authority, and the action or statement includes a rejection of the
       Public Proposal; and
 
    .  the action or statement also includes a reaffirmation of the
       approval of the merger by that party's board of directors and the
       recommendation to that party's stockholders to adopt the merger
       agreement.
 
   "Public Proposal" means, with respect to America Online or Time Warner, an
Acquisition Proposal that has been publicly announced or otherwise communicated
to the senior management, board of directors or stockholders of America Online
or Time Warner, as the case may be, at any time after January 10, 2000, the
date of the merger agreement.
 
   The board of directors of America Online or Time Warner may only change
their respective recommendations of the merger as provided in the "no
solicitation" provision of the merger agreement.
 
   "Superior Proposal" means a bona fide written proposal made to America
Online or Time Warner, as the case may be, which is for a merger,
reorganization, consolidation, share exchange, business combination,
recapitalization or similar transaction involving America Online or Time
Warner; and
 
  .  as a result of which the person making the proposal or its stockholders
     will own 40% or more of the combined voting power of the entity
     surviving or resulting from the transaction, or its ultimate parent
     entity; and
 
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