SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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   AOL Time Warner is authorized to purchase and maintain insurance on behalf
of its directors, officers, employees and agents.     
 
   In addition, the AOL Time Warner restated by-laws will provide that all
reasonable expenses incurred by or on behalf of a director or officer in
connection with any investigation, claim, action, suit or proceeding will be
advanced to the director or officer by AOL Time Warner upon the request of the
director or officer which request, if required by law, will include an
undertaking by or on behalf of the director or officer to repay the amounts
advanced if ultimately it is determined that the director or officer was not
entitled to be indemnified against the expenses.
 
Stockholders Rights Plans
 
   America Online. In 1998, America Online adopted a stockholder rights plan
pursuant to a rights agreement with BankBoston, N.A., as rights agent. Set
forth below is a summary of the material provisions of the rights agreement.
The summary does not include a complete description of all of the terms of the
rights agreement. All America Online stockholders and Time Warner stockholders
are urged to read carefully the relevant provisions of America Online's rights
plan, copies of which will be sent to America Online stockholders upon request.
See "Where you can find more information."
   
   Exercisability of Rights. Under the America Online rights agreement, one
right, referred to as an America Online right, attaches to each share of
America Online common stock outstanding and, when exercisable, entitles the
registered holder to purchase from America Online one quarter of one one-
thousandth of a share of America Online series A-1 preferred stock at an
initial purchase price of $900, subject to customary antidilution adjustments.
    
   The America Online rights will not become exercisable until the earlier of:
     
  .  ten days following a public announcement that a person has become the
     beneficial owner of 15% or more of the America Online common stock then
     outstanding; and     
       
  .  ten business days, or such later date as may be determined by the board
     of directors of America Online, following the commencement of, or the
     announcement of an intention to commence, a tender offer or exchange
     offer that would result in a person becoming the beneficial owner of 15%
     or more of the America Online common stock then outstanding.
   
   In connection with the merger, the America Online rights agreement was
amended to provide that the America Online rights will not become exercisable
solely by reason of the merger agreement, the stock option agreements and the
completion of the transactions contemplated thereby.     
 
   "Flip In" Feature. In the event a person becomes the beneficial owner of 15%
or more of the America Online common stock outstanding, each holder of an
America Online right, except for that person, will have the right to acquire,
upon exercise of the America Online right, instead of one quarter of one-
thousandth of a share of America Online series A-1 preferred stock, shares of
America Online common stock having a value equal to twice the exercise price of
the America Online right. For example, if we assume that the initial purchase
price of $900 is in effect on the date that the flip-in feature of the America
Online rights is exercised, any holder of an America Online right, except for
the person that has become the beneficial owner of 15% or more of the America
Online common stock then outstanding, may exercise his or her America Online
right by paying to America Online $900 in order to receive from America Online
shares of America Online common stock having a value equal to $1,800.
 
   "Exchange" Feature. At any time after a person becomes the beneficial owner
of 15% or more, but less than 50%, of the America Online common stock then
outstanding, the board of directors of America Online may, at its option,
exchange all or some of the America Online rights, except for those held by
such person, for America Online common stock at an exchange ratio of one share
of America Online common stock for each
 
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