SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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discouraging a third party from making a tender or exchange offer for America
Online, even though an offer by a third party might be beneficial to America
Online and its stockholders.
   
   Time Warner. Time Warner's restated certificate of incorporation contains a
"fair price" provision which states that certain "business combinations" with
any "interested stockholder" may not be completed without:     
     
  .  the affirmative vote of the holders of at least 80% of the combined
     voting power of all voting stock of Time Warner; and     
     
  .  the affirmative vote of the holders of a majority of the combined voting
     power of all voting stock of Time Warner not affiliated with the
     interested stockholder; or     
 
  .  the affirmative vote of the holders of all of the shares of Time Warner
     stock outstanding at the time of approval.
 
   This fair price provision does not apply if:
     
  .  the business combination will have been approved by a majority of the
     directors of Time Warner who are not affiliated with the interested
     stockholder, and the interested stockholder became an interested
     stockholder in a manner approved by the board of directors of Time
     Warner; or     
          
  .  certain minimum price, form of consideration and procedural
     requirements, set forth in detail in Time Warner's restated certificate
     of incorporation, are met.     
   
   The business combinations to which Time Warner's fair price provision
applies include:     
     
  .  any merger or consolidation of Time Warner 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 or associate of an interested stockholder;     
     
  .  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 or associate of any
     interested stockholder of all or substantially all the assets of Time
     Warner or assets of Time Warner and its subsidiaries representing in the
     aggregate more than 75% of the total value of the assets of Time Warner
     and its consolidated subsidiaries;     
     
  .  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 or associate or any
     interested stockholder of any assets of Time Warner or any of its
     subsidiaries having an aggregate fair market value of $100,000,000 or
     more;     
     
  .  the issuance or transfer by Time Warner or any of its subsidiaries, in
     one transaction or a series of transactions, to any interested
     stockholder or any affiliate or associate of any interested stockholder
     of any securities of Time Warner or any of its subsidiaries in exchange
     for cash, securities or other property, or a combination thereof, having
     an aggregate fair market value of $100,000,000 or more;     
     
  .  the adoption of any plan or proposal for the liquidation or dissolution
     of Time Warner proposed by or on behalf of any interested stockholder or
     any affiliate or associate of any interested stockholder; or     
     
  .  any reclassification of securities or recapitalization of Time Warner,
     or any merger or consolidation of Time Warner with any of its
     subsidiaries, or any other transaction, whether or not with or into or
     otherwise involving any interested stockholder, which in any case has
     the effect, directly or indirectly, of increasing the proportionate
     share of the outstanding shares of any class or series of stock of Time
     Warner or any of its subsidiaries which is directly or indirectly
     beneficially owned by any interested stockholder or any affiliate or
     associate of any interested stockholder.     
 
 
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