SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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   Time Warner has designed the dividend, liquidation, voting and redemption
features of the Time Warner series A preferred stock so that the value of one
two-thousandths of a share of Time Warner series A preferred stock approximates
the value of one share of Time Warner common stock. Shares of Time Warner
series A preferred stock may only be purchased after the Time Warner rights
have become exercisable.
 
   AOL Time Warner. AOL Time Warner does not intend to have a stockholder
rights plan.
 
State Anti-Takeover Statutes
   
   General. Under the business combination statute of Delaware law, a
corporation is prohibited from engaging in any business combination with an
interested stockholder who, together with its affiliates or associates, owns,
or who is an affiliate or associate of the corporation and within a three-year
period did own, 15% or more of the corporation's voting stock for a three year
period following the time the stockholder became an interested stockholder,
unless:     
 
  .  prior to the time the stockholder became an interested stockholder, the
     board of directors of the corporation approved either the business
     combination or the transaction which resulted in the stockholder
     becoming an interested stockholder;
 
  .  the interested stockholder owned at least 85% of the voting stock of the
     corporation, excluding specified shares, upon consummation of the
     transaction which resulted in the stockholder becoming an interested
     stockholder; or
 
  .  at or subsequent to the time the stockholder became an interested
     stockholder, the business combination is approved by the board of
     directors of the corporation and authorized by the affirmative vote, at
     an annual or special meeting and not by written consent, of at least 66
     2/3% of the outstanding voting shares of the corporation, excluding
     shares held by that interested stockholder.
 
   A business combination generally includes:
 
  .  mergers, consolidations and sales or other dispositions of 10% or more
     of the assets of a corporation to or with an interested stockholder;
 
  .  specified transactions resulting in the issuance or transfer to an
     interested stockholder of any capital stock of the corporation or its
     subsidiaries; and
 
  .  other transactions resulting in a disproportionate financial benefit to
     an interested stockholder.
   
   The provisions of the Delaware business combination statute do not apply to
a corporation if, subject to certain requirements, the certificate of
incorporation or by-laws of the corporation contain a provision expressly
electing not to be governed by the provisions of the statute or the corporation
does not have voting stock listed on a national securities exchange, authorized
for quotation on an inter-dealer quotation system of a registered national
securities association or held of record by more than 2,000 stockholders.     
   
   America Online. Because America Online has not adopted any provision in its
restated certificate of incorporation to "opt-out" of the Delaware business
combination statute, the statute is applicable to business combinations
involving America Online.     
 
   Time Warner. Because Time Warner has not adopted any provision in its
restated certificate of incorporation to "opt-out" of the Delaware business
combination statute, the statute is applicable to business combinations
involving Time Warner.
 
   AOL Time Warner. Because the AOL Time Warner restated certificate of
incorporation will not include any provision to "opt-out" of the Delaware
business combination statute, the statute will apply to business combinations
involving AOL Time Warner.
 
Fair Price Provisions
 
   America Online. America Online's certificate of incorporation contains a
"fair price" provision which states that certain "business combinations" with
any "interested stockholder" may not be completed without
 
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