SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
                         MANAGEMENT OF AOL TIME WARNER
                                AFTER THE MERGER
 
Board of Directors of AOL Time Warner
   
   Members of the AOL Time Warner Board of Directors. Upon completion of the
merger, the board of directors of AOL Time Warner will be comprised of sixteen
individuals, eight of whom will be designated by America Online and eight of
whom will be designated by Time Warner. During the first year following
completion of the merger, any vacancy on the AOL Time Warner board of directors
created by a designee of America Online or Time Warner will be filled with a
new director selected by a majority of the remaining designees of America
Online or Time Warner, as applicable, on the AOL Time Warner board of
directors.     
 
   A majority of the members of the board of directors of AOL Time Warner must
be determined by the board of directors of AOL Time Warner to be eligible to be
classified as independent directors. Four of America Online's designees must be
independent and five of Time Warner's designees must be independent. In its
determination of a director's eligibility to be classified as an independent
director, the AOL Time Warner board of directors will consider, among such
other factors as it may in any case deem relevant, that the director:
 
  .  has not been employed by AOL Time Warner as an executive officer within
     the past three years;
 
  .  is not a paid adviser or consultant to AOL Time Warner and derives no
     material financial benefit from any entity as a result of advice or
     consultancy provided to AOL Time Warner by that entity;
 
  .  is not an executive officer, director or significant stockholder of a
     significant customer or supplier of AOL Time Warner;
 
  .  has no personal services contract with AOL Time Warner;
 
  .  is not an executive officer or director of a tax-exempt entity receiving
     a significant part of its annual contributions from AOL Time Warner;
 
  .  is not a member of the immediate family of any director who is not
     considered an independent director; and
 
  .  is free of any other relationship that would interfere with the exercise
     of independent judgment by the director.
 
   The affirmative vote of 75% of the members of the board of directors of AOL
Time Warner will be required to change the size of the AOL Time Warner board of
directors.
 
   To date, America Online and Time Warner have designated the following
individuals to be directors of AOL Time Warner upon completion of the merger:
 

<TABLE>
<CAPTION>
   Name                                                       Age Designee of:
   ----                                                       --- ------------
   <S>                                                        <C> <C>
   Stephen M. Case, Chairman.................................  41 America Online
   R. E. Turner, Vice Chairman...............................  61 Time Warner
   Gerald M. Levin...........................................  60 Time Warner
   Robert W. Pittman.........................................  46 America Online
   Richard D. Parsons........................................  51 Time Warner
</TABLE>

 
Six of the remaining directors are expected to be designated by America Online
from its existing board of directors. Five of the remaining directors are
expected to be designated by Time Warner from its existing board of directors.
 
   Stephen M. Case. Mr. Case, a co-founder of America Online, has been Chairman
of the Board of Directors of America Online since October, 1995, Chief
Executive Officer since April 1993 and a Director since September 1992. Mr.
Case also served as Executive Vice President of America Online from September
1987 to January 1991 and Vice President, Marketing, from 1985 to September
1987. Mr. Case is a director of the New York Stock Exchange.
 
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