SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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an affirmative vote of the holders of at least 80% of the voting power of all
voting stock of America Online, voting together as one group, in addition to
any other vote required by America Online's restated certificate of
incorporation or Delaware law.     
   
   This fair price provision does not apply if the business combination will
have been approved either by a majority of the directors of America Online who
are not affiliated with the interested stockholder, of which there must be at
least two, or if certain price and procedural requirements, set forth in detail
in America Online's restated certificate of incorporation, are met.     
 
   The business combinations to which America Online's fair price provision
applies include:
 
  .  any merger or consolidation of America Online or any subsidiary with any
     interested stockholder or any other corporation, whether or not itself
     an interested stockholder, which is, or after the merger or
     consolidation, would be, an affiliate of an interested stockholder who
     was an interested stockholder before the transaction;
     
  .  any sale, lease, exchange, mortgage, pledge, transfer or other
     disposition, in one transaction or a series of transactions, to or with
     any interested stockholder or any affiliate of any interested
     stockholder, of any assets of America Online or any subsidiary having an
     aggregate fair market value, as determined in accordance with America
     Online's restated certificate of incorporation, equaling or exceeding
     10% or more of the assets of America Online;     
 
  .  the issuance or transfer by America Online or any subsidiary, in one
     transaction or a series of transactions, of any securities of America
     Online or any subsidiary, to any interested stockholder or any affiliate
     of any interested stockholder in exchange for cash, securities or other
     property having an aggregate fair market value equaling or exceeding 10%
     of the combined fair market value of the outstanding shares of voting
     stock of America Online, except for any issuance or transfer pursuant to
     an employee benefit plan of America Online or any subsidiary;
 
  .  the adoption of any plan or proposal for the liquidation or dissolution
     of America Online proposed by or on behalf of an interested stockholder
     or any affiliate of any interested stockholder; and
 
  .  any reclassification of securities, including any reverse stock split,
     or recapitalization of America Online, or any merger or consolidation of
     America Online with any of its subsidiaries or any other transaction
     which has the effect, directly or indirectly, of increasing the
     proportionate amount of the outstanding shares of any class of equity or
     convertible securities of America Online or any subsidiary which is
     directly or indirectly owned by any interested stockholder or any
     affiliate of any interested stockholder.
 
   America Online's fair price provision defines an "interested stockholder" as
any person, other than America Online or any America Online holding company or
subsidiary, who or which:
 
  .  is the beneficial owner, directly or indirectly, of more than 15% of the
     voting power of the outstanding voting stock of America Online;
 
  .  is an affiliate of America Online and at any time within the two-year
     period immediately before the date in question was the beneficial owner,
     directly or indirectly, of 15% or more of the voting power of the
     outstanding voting stock of America Online; and
 
  .  is an assignee of or has otherwise succeeded to any shares of voting
     stock of America Online which were, at any time within the two-year
     period immediately before the date in question, beneficially owned by
     any interested stockholder, if the assignment or succession did not
     occur as part of an initial public offering.
 
   The "fair price" provision may deter a purchaser from using two-tiered
pricing and similar unfair or discriminatory tactics in an attempt to acquire
America Online. The provision could also have the effect of
 
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