SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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stock entitled to vote upon the proposed amendment, unless a higher vote is
required by the corporation's certificate of incorporation.
   
   America Online. America Online's restated certificate of incorporation
provides that the affirmative vote of the holders of at least 80% of the voting
power of all of the then outstanding America Online capital stock entitled to
vote generally in the election of directors, voting together as one group, is
required to:     
 
  .  reduce or eliminate the number of authorized shares of America Online
     common stock or the number of authorized shares of America Online
     preferred stock; or
     
  .  amend, or repeal, or adopt provisions inconsistent with, the provisions
     of America Online's restated certificate of incorporation relating to:
         
    .  undesignated preferred stock;
 
    .  the board of directors, including the powers and authority expressly
       conferred upon the board of directors, the number of members, board
       classification, vacancies and removal;
 
    .  the manner in which stockholder action may be effected;
       
    .  amendments to America Online's restated by-laws;     
 
    .  business combinations with interested stockholders of America
       Online;
 
    .  indemnification of officers and directors of America Online; and
 
    .  the personal liability of directors of America Online or its
       stockholders for breaches of fiduciary duty.
   
   Time Warner. Time Warner's restated certificate of incorporation provides
that the affirmative vote of the holders of 80% or more of the combined voting
power of the then outstanding shares of Time Warner voting stock, voting
together as one group, is required to amend, alter or repeal, or adopt a
provision inconsistent with, the provisions of Time Warner's restated
certificate of incorporation relating to:     
 
  .  the board of directors, including the number of members, vacancies and
     removal;
 
  .  the manner in which stockholder action may be effected;
     
  .  amendments to Time Warner's by-laws;     
 
  .  business combinations with interested stockholders of Time Warner;
 
  .  the personal liability of directors of Time Warner for breaches of
     fiduciary duty; and
 
  .  the redemption, by action of the board of directors, of outstanding
     shares of capital stock to prevent the loss or secure the reinstatement
     of any license or franchise from any governmental agency to conduct any
     portion of Time Warner's business that is conditioned upon some or all
     of the holders of the capital stock possessing prescribed
     qualifications.
   
   Time Warner's restated certificate of incorporation also requires the
affirmative vote of a majority of the combined voting power of the then
outstanding shares of Time Warner voting stock that are held by "disinterested
stockholders" to amend, alter or repeal, or adopt any provision inconsistent
with, the provisions of Time Warner's restated certificate of incorporation
relating to business combinations with interested stockholders of Time Warner.
       
   AOL Time Warner. AOL Time Warner's restated certificate of incorporation
will provide that the affirmative vote of the holders of 80% or more of the
combined voting power of the then outstanding shares of AOL Time Warner voting
stock, voting together as one group, is required to amend, alter or repeal, or
adopt a     
 
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