SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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  .  such other information regarding each nominee proposed by such
     stockholder as would have been required to be included in a proxy
     statement filed pursuant to the proxy rules of the Securities and
     Exchange Commission had each nominee been nominated, or intended to be
     nominated, by the board of directors of Time Warner;     
     
  .  the consent of each nominee to serve as a director of Time Warner if so
     elected; and     
     
  .  if the stockholder intends to solicit proxies in support of the
     nominees, a representation to that effect.     
 
   The chairman of any annual meeting of Time Warner's stockholders may refuse
to permit any business to be brought before the meeting that fails to comply
with the advance notice procedures set forth in Time Warner's by-laws. If the
chairman determines that the nomination or proposal is not in compliance with
Time Warner's advance notice procedures, the chairman may declare that the
defective proposal or nomination will be disregarded.
   
   In the case of special meetings of stockholders, only such business will be
conducted as is brought pursuant to Time Warner's notice of meeting.
Nominations for persons for election to the board of directors of Time Warner
at a special meeting for which the election of directors is a stated purpose in
the notice of the meeting may be made by any stockholder who complies with the
notice and other requirements set forth in the Time Warner by-laws. If Time
Warner calls a special meeting of stockholders to elect one or more directors,
any stockholder may nominate a candidate if notice from the stockholder is
delivered to, and received by, the Secretary of Time Warner not earlier than
the 90th day prior to the special meeting nor later than the later of the close
of business of the 60th day prior to the special meeting or the 10th day
following the day on which public announcement of the meeting and of the
nominees proposed by the Time Warner board of directors is first made.     
   
   AOL Time Warner.  The AOL Time Warner restated by-laws will provide that, at
any annual meeting of stockholders, only such business will be conducted as is
brought before the annual meeting by or at the direction of the chairman of the
meeting, or by any stockholder who is a holder of record at the time of giving
proper notice in accordance with the provisions of the AOL Time Warner restated
by-laws and who complies with the procedures set forth in the AOL Time Warner
restated by-laws.     
   
   For business to be properly brought before an annual meeting by a
stockholder, including the nomination of candidates for election to the AOL
Time Warner board of directors, the stockholder must give written notice to the
Secretary of AOL Time Warner not less than 90 days nor more than 120 days prior
to the anniversary date of the immediately preceding annual meeting. In the
event the date of the annual meeting is more than 30 days earlier or more than
60 days later than the anniversary date of the preceding meeting, then the
stockholder must deliver written notice to the Secretary of AOL Time Warner not
earlier than the 120th day prior to the annual meeting nor later than the close
of business on the later of the 90th day prior to the annual meeting or the
10th day following the day on which public announcement of the date of the
annual meeting is made.     
 
   A stockholder's notice to AOL Time Warner must set forth all of the
following:.
 
  .  a brief description of the business desired to be brought before the
     annual meeting and the reasons for conducting that business at the
     annual meeting;
 
  .  the stockholder's name and address, as they appear on AOL Time Warner's
     books, and the class and number of shares of AOL Time Warner which are
     beneficially owned by the stockholder;
 
  .  any material interest of the stockholder in the business desired to be
     brought before the annual meeting; and
 
  .  if the stockholder intends to solicit proxies in support of his or her
     proposal, a representation to that effect.
 
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