SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
   
   In the case of a notice of nomination of candidates for election to AOL Time
Warner's board of directors, the notice must set forth:     
     
  .  the name and address of the stockholder who intends to make the
     nomination and of the persons to be nominated;     
     
  .  a representation that the stockholder is a holder of record of stock of
     AOL Time Warner entitled to vote at the meeting and intends to appear in
     person or by proxy at the meeting to nominate the persons specified in
     the notice;     
     
  .  a description of all arrangements or understandings between the
     stockholder and each nominee and any other persons (naming such persons)
     pursuant to which the nomination is to be made by the stockholder;     
     
  .  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 AOL Time Warner;     
     
  .  the consent of each nominee to serve as a director of AOL 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 AOL 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 AOL Time Warner's
restated by-laws. If the chairman determines that the nomination or proposal is
not in compliance with AOL 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 AOL Time Warner's notice of meeting.
Nominations for persons for election to the board of directors of AOL 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 AOL Time
Warner restated by-laws. If AOL 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 AOL 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 AOL Time Warner
board of directors is first made.     
 
Limitation of Personal Liability of Directors and Officers
 
   General. Delaware law provides that a corporation may include in its
certificate of incorporation a provision limiting or eliminating the liability
of its directors to the corporation and its stockholders for monetary damages
arising from a breach of fiduciary duty, except for:
 
  .  a breach of the duty of loyalty to the corporation or its stockholders;
 
  .  acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law;
 
  .  payment of a dividend or the repurchase or redemption of stock in
     violation of Delaware law; or
 
  .  any transaction from which the director derived an improper personal
     benefit.
 
   America Online. The America Online restated certificate of incorporation
provides that, to the fullest extent Delaware law permits the limitation or
elimination of the liability of directors, no director of America
 
                                      115