SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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   Expenses. Whether or not the merger is completed, all expenses and fees
incurred in connection with the merger agreement and the merger will be paid by
the party incurring the expenses or fees, except:
     
  .  if the merger is completed, the surviving corporation of each merger
     will pay any property or transfer taxes imposed in connection with the
     merger;     
 
  .  all expenses and fees incurred in connection with the filing, printing
     and mailing of this joint proxy statement-prospectus and the
     registration statement of which it is a part will be shared equally by
     Time Warner and America Online; and
 
  .  expenses incurred by a party in successfully seeking a judgment
     requiring the other party to pay a termination fee will be paid by the
     party owing the termination fee.
 
   Representations and Warranties. The merger agreement contains customary
representations and warranties of America Online and Time Warner relating to,
among other things:
 
  .  corporate organization and similar corporate matters;
 
  .  subsidiaries;
 
  .  capital structure;
 
  .  authorization and absence of conflicts;
 
  .  documents filed with the SEC and financial statements included in those
     documents;
 
  .  information supplied in connection with this joint proxy statement-
     prospectus and the registration statement of which it is a part;
 
  .  board approval and applicable state takeover laws;
 
  .  the stockholder vote required to adopt the merger agreement;
 
  .  litigation;
 
  .  compliance with applicable laws;
 
  .  absence of specified changes or events;
 
  .  intellectual property;
 
  .  brokers and finders;
 
  .  opinions of financial advisors;
 
  .  taxes;
 
  .  specified contracts;
 
  .  stockholder rights plans; and
 
  .  employee benefits.
 
AOL Time Warner Charter and By-laws
 
   Upon completion of the merger, the restated certificate of incorporation for
AOL Time Warner will be in substantially the form set forth in Annex G to this
joint proxy statement-prospectus and the restated by-laws of AOL Time Warner
will be substantially in the form set forth in Annex H to this joint proxy
statement-prospectus. For a summary of the material provisions of the restated
certificate of incorporation and restated by-laws of AOL Time Warner, and the
rights of stockholders of AOL Time Warner under the restated certificate of
incorporation and restated by-laws, see the section entitled "Description of
AOL Time Warner Capital Stock."
 
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