SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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provision inconsistent with, the provisions of AOL Time Warner's restated
certificate of incorporation relating to:     
     
  .  amendments to AOL Time Warner's restated by-laws;     
     
  .  the personal liability of directors of AOL 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 AOL Time Warner's business that is conditioned upon some or
     all of the holders of the capital stock possessing prescribed
     qualifications.
 
Amendments to By-laws
 
   General. Under Delaware law, stockholders entitled to vote have the power to
adopt, amend or repeal by-laws. In addition, a corporation may, in its
certificate of incorporation, confer this power on the board of directors. The
stockholders always have the power to adopt, amend or repeal the by-laws, even
though the board may also be delegated the power.
   
   America Online. America Online's restated certificate of incorporation
authorizes the America Online board of directors to adopt, amend or repeal any
provision of America Online's restated by-laws by the affirmative vote of a
majority of the total number of authorized directors. America Online's restated
certificate of incorporation further provides that any provision of America
Online's restated by-laws may be adopted, amended or repealed by the
affirmative vote of the holders of at least 80% of the then outstanding shares
of capital stock entitled to vote generally in the election of directors,
voting together as one group.     
   
   Time Warner. Time Warner's restated certificate of incorporation authorizes
the Time Warner board of directors to adopt, repeal, alter or amend Time
Warner's by-laws by a majority vote of the total number of authorized
directors. Time Warner's restated certificate of incorporation further 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 for stockholders to adopt, amend, alter or
repeal any provision of Time Warner's by-laws.     
   
   AOL Time Warner. The AOL Time Warner restated certificate of incorporation
will authorize the AOL Time Warner board of directors to adopt, repeal, alter
or amend the AOL Time Warner restated by-laws by a majority vote of the total
number of authorized directors of AOL Time Warner or such greater vote as is
specified in the restated by-laws. The AOL Time Warner restated certificate of
incorporation will further 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, will be required for
stockholders to adopt, amend, alter or repeal any provision of the AOL Time
Warner restated by-laws.     
   
   The AOL Time Warner restated by-laws will provide that, until December 31,
2003, no provision of the restated by-laws that requires a 75% vote of the
total number of authorized directors of AOL Time Warner for action to be taken
may be amended, altered or repealed, nor may any other provision inconsistent
therewith be adopted, without a 75% vote of the total number of authorized
directors. The provisions of the restated by-laws relating to the scope of
authority of the chairman of the board of directors and the chief executive
officer of AOL Time Warner, board committees and the size of the board of
directors will require a 75% vote of the total number of authorized directors.
    
Action by Written Consent
 
   General. Delaware law provides that, unless otherwise stated in the
certificate of incorporation, any action which may be taken at an annual
meeting or special meeting of stockholders may be taken without a
 
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