SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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   Any purchase of shares of Time Warner common stock by America Online under
the Time Warner stock option agreement and any purchase of shares of America
Online common stock by Time Warner under the America Online stock option
agreement will occur only if:
 
  .  the purchase would not otherwise violate any applicable material law,
     statute, ordinance, rule or regulation, including the Hart-Scott-Rodino
     Antitrust Improvements Act and the Communications Act of 1934; and
 
  .  no material judgment, order, writ, injunction, ruling or decree of any
     governmental entity is promulgated, enacted, entered into or enforced by
     any governmental entity which prohibits the delivery of the shares of
     common stock subject to the applicable stock option agreement.
 
   Each of America Online and Time Warner has agreed, in each stock option
agreement, to use their reasonable best efforts to:
 
  .  Promptly make and process all necessary filings and applications, obtain
     all consents, and approvals, and comply with all applicable laws; and
 
  .  have any judgment, order, writ, injunction, ruling or decree of any
     governmental entity vacated or reversed.
 
   Adjustments Upon Changes in Capitalization and Substitute Option. The number
and kind of securities subject to each stock option agreement and the exercise
price will be adjusted for any change in the number of issued and outstanding
shares of common stock of the issuer of the option in the event of any change
in the corporate or capital structure of the issuer which would have the effect
of diluting or otherwise diminishing the optionholder's rights under the stock
option agreement. Accordingly, the optionholder will receive, upon exercise of
the option, the number and kind of shares or other securities or property that
the optionholder would have received if the option had been exercised
immediately before the event or record date for the event, as applicable. In
addition, if additional shares of common stock of the issuer of each option
become outstanding after January 10, 2000, the date of each option agreement,
the total number of shares of that issuer's common stock subject to the option
shall be increased to 19.9% of all the issued and outstanding shares of that
issuer's common stock.
 
   In the event that the issuer of either option enters into any agreement:
 
  .  to consolidate with or merge into any person other than the optionholder
     or any of its subsidiaries, and the issuer of the option will not be the
     continuing or surviving corporation in the consolidation or merger;
 
  .  to permit any person, other than the optionholder or any of its
     subsidiaries, to merge into the issuer of the option and the issuer of
     the option will be the continuing or surviving or acquiring corporation
     but, in connection with the merger,
 
    .  the then outstanding shares of common stock of the issuer of the
       option will be changed into or exchanged for stock or other
       securities of any other person or cash or any other property; or
 
    .  the outstanding shares of common stock of the issuer of the option
       will, after the merger, represent less than 50% of the outstanding
       voting securities of the merged or acquiring company;
 
  .  to sell or otherwise transfer all or substantially all of its assets to
     any person, other than the optionholder and its subsidiaries,
 
then, in each case, the agreement governing the transaction must contain a
provision that, unless exercised earlier by the optionholder, the option
granted under the stock option agreement will, upon completion of the
transaction and upon specified terms and conditions, be converted into, or
exchanged for, an option with identical terms appropriately adjusted, to
acquire the number and class of shares or other securities or property that the
optionholder would have received under the stock option agreement if the option
had been exercised immediately before the consolidation, merger, or sale, as
applicable.
 
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