SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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   R.E. Turner. Mr. Turner has served as the Vice Chairman of Time Warner since
October 1996. Prior to that, Mr. Turner served as the Chairman of the Board and
President of Turner Broadcasting System from 1970.
 
   Gerald M. Levin. Mr. Levin has served as Chief Executive Officer and
Chairman of the Board of Time Warner since January 1993, having served in other
executive positions at Time Warner prior to that. Mr. Levin has served as a
director of Time Warner since 1988 having previously served as a director of
Time Warner from 1983 until January 1987. Mr. Levin is also a member of the
Board of Representatives of Time Warner Entertainment Company, L.P. and a
director of the New York Stock Exchange.
 
   Robert W. Pittman. Mr. Pittman has served as President and Chief Operating
Officer of America Online since February 1998 and as a director since 1995. He
was President and Chief Executive Officer of AOL Networks, a division of
America Online, from November 1996 until February 1998. He held the positions
of Managing Partner and Chief Executive Officer of Century 21 Real Estate Corp.
from October 1995 to October 1996. Mr. Pittman had previously been President
and Chief Executive Officer of Time Warner Enterprises, a division of Time
Warner Entertainment Company, LP from 1990 to September 1995, and Chairman and
Chief Executive Officer of Six Flags Entertainment Corporation from December
1991 to September 1995. Mr. Pittman founded MTV in 1981, and became President
of MTV Networks in 1985. He is also a director of Cendant Corporation.
 
   Richard D. Parsons. Mr. Parsons has served as President of Time Warner since
February 1, 1995. Prior to that, Mr. Parsons served as the Chairman and Chief
Executive Officer of The Dime Savings Bank of New York, FSB from January 1991.
He has served as a director of Time Warner since 1991 and prior to that, served
as a director of American Television and Communications Corporation, then an
82%-owned subsidiary of Time Warner, from 1989 until 1991. Mr Parsons is
currently also a director of Citigroup Inc., Estee Lauder Companies Inc., and
Philip Morris Companies Inc. and a member of the Board of Representatives of
Time Warner Entertainment Company, L.P.
 
Committees of the AOL Time Warner Board of Directors
 
   Upon completion of the merger, the board of directors of AOL Time Warner
initially will have four committees:
 
  .  a nominating and governance committee, the chairperson of which will
     initially be designated by Time Warner;
 
  .  an audit and finance committee, the chairperson of which will initially
     be designated by Time Warner;
 
  .  a compensation committee, the chairperson of which will initially be
     designated by America Online; and
 
  .  a values and human development committee, the chairperson of which will
     initially be designated by America Online.
 
During the one year period following the completion of the merger, any
replacement chairperson of the nominating and governance or audit and finance
committees will be designated by the chief executive officer of AOL Time Warner
and any replacement chairperson of the compensation or values and human
development committees will be designated by the chairman of the board of AOL
Time Warner. Also during the one year period following the completion of the
merger, each committee of the AOL Time Warner board of directors will be
comprised of two directors designated by America Online and two directors
designated by Time Warner.
 
   The affirmative vote of 75% of the members of the board of directors of AOL
Time Warner will be required to modify the powers and authority of any
committee of the AOL Time Warner board of directors. In addition, the AOL Time
Warner board of directors may remove a director from a committee, change the
size of any committee or terminate any committee or change the chair of a
committee only with the affirmative vote of not less than 75% of the members of
the AOL Time Warner board of directors.
 
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