SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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Compensation of Directors
 
   In accordance with existing practice of America Online and Time Warner, it
is expected that directors of AOL Time Warner who are also full-time employees
of AOL Time Warner will receive no additional compensation for their services
as directors. Each non-employee director of AOL Time Warner will receive
compensation for service on the AOL Time Warner board of directors as
determined by the board of directors of AOL Time Warner upon the
recommendation of the nominating and governance committee.
 
Executive Officers of AOL Time Warner
 
   The principal executive officers of AOL Time Warner upon completion of the
merger will be as follows:
 

<TABLE>
<CAPTION>
   Name                 Age Title
   ----                 --- -----
   <S>                  <C> <C>
   Stephen M. Case....   41 Chairman of the Board
   Gerald M. Levin....   60 Chief Executive Officer
   R.E. Turner........   61 Vice Chairman
   Robert W. Pittman..   46 Co-Chief Operating Officer
   Richard D.
    Parsons...........   51 Co-Chief Operating Officer
   J. Michael Kelly...   43 Executive Vice President and Chief Financial Officer
</TABLE>

 
   Additional officers will be elected by the AOL Time Warner board
immediately prior to or after completion of the merger. Until December 31,
2003, the affirmative vote of 75% of the members of the board of directors of
AOL Time Warner will be required to remove the chairman of the board or chief
executive officer of AOL Time Warner or to change their roles, duties,
authority or reporting line.
 
Compensation of Executive Officers
 
   AOL Time Warner has not yet paid any compensation to its chairman of the
board, chief executive officer, co-chief operating officers or executive vice
president and chief financial officer, or any other person expected to become
an executive officer of AOL Time Warner. The form and amount of the
compensation to be paid to each of AOL Time Warner's executive officers in any
future period will be determined by the compensation committee of the AOL Time
Warner board of directors.
 
   For information concerning the compensation paid to, and the employment
agreements with, the chief executive officer and the other four most highly
compensated executive officers of America Online for the 1998 fiscal year, see
America Online's proxy statement used in connection with its 1999 annual
meeting of stockholders, the relevant portions of which are incorporated by
reference into America Online's annual report on Form 10-K for the fiscal year
ended June 30, 1999. For information concerning the compensation paid to, and
the employment agreements with, the chief executive officer and the other four
most highly compensated executive officers of Time Warner for the 1999 fiscal
year, see Time Warner's proxy statement used in connection with its 2000
annual meeting of stockholders, the relevant portions of which are
incorporated by reference into Time Warner's annual report on Form 10-K for
the fiscal year ended December 31, 1999.
 
Integration Committee
 
   A four-person integration committee, composed of Mr. Pittman, President and
Chief Operating Officer of America Online; Mr. Parsons, President of Time
Warner; Kenneth J. Novack, Vice Chairman of America Online; and Richard J.
Bressler, Chairman and Chief Executive Officer of Time Warner Digital Media,
has been formed to work toward a smooth and rapid combination of the two
companies. The committee will make its recommendations to Mr. Case, Chairman
and Chief Executive Officer of America Online and Mr. Levin, Chairman and
Chief Executive Officer of Time Warner.
 
 
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