SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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   AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of January 10,
2000 (this "Agreement"), among AOL TIME WARNER INC., a Delaware corporation
("Holdco"), AMERICA ONLINE, INC., a Delaware corporation ("America Online"),
TIME WARNER INC., a Delaware corporation ("Time Warner"), AMERICA ONLINE MERGER
SUB INC., a Delaware corporation ("America Online Merger Sub") and a direct
wholly owned subsidiary of Holdco, and TIME WARNER MERGER SUB INC., a Delaware
corporation ("Time Warner Merger Sub") and a direct wholly owned subsidiary of
Holdco.
 
                                  WITNESSETH:
 
   WHEREAS, America Online and Time Warner have entered into an Agreement and
Plan of Merger dated as of January 10, 2000 (the "Original Agreement")
providing for the formation of Holdco and the merger of America Online Merger
Sub with and into America Online and the merger of Time Warner Merger Sub with
and into Time Warner;
 
   WHEREAS, in accordance with Section 1.5 thereof, America Online and Time
Warner wish to amend (and restate) the Original Agreement in its entirety,
among other things, to make Holdco, America Online Merger Sub and Time Warner
Merger Sub parties thereto, and Holdco, America Online Merger Sub and Time
Warner Merger Sub wish to become parties thereto;
 
   WHEREAS, the Boards of Directors of Time Warner and America Online deem it
advisable and in the best interests of each corporation and its respective
stockholders that Time Warner and America Online engage in a business
combination in a merger of equals in order to advance the long-term strategic
business interests of Time Warner and America Online;
 
   WHEREAS, the combination of Time Warner and America Online shall be effected
by the terms of this Agreement through the Mergers (as defined in Section
2.1(b));
 
   WHEREAS, in furtherance thereof, the Board of Directors of each of Time
Warner, America Online, Holdco, America Online Merger Sub and Time Warner
Merger Sub has approved this Agreement and the applicable Merger, upon the
terms and subject to the conditions set forth in this Agreement, pursuant to
which each share of capital stock of Time Warner and each share of capital
stock of America Online issued and outstanding immediately prior to the
Effective Time (as defined in Section 2.3) will be converted into the right to
receive shares of capital stock of Holdco as set forth herein;
 
   WHEREAS, (i) as a condition and inducement to America Online's willingness
to enter into this Agreement and the America Online Stock Option Agreement
referred to below, America Online and Time Warner are entering into a Stock
Option Agreement dated as of the date hereof in the form of Exhibit A (the
"Time Warner Stock Option Agreement") pursuant to which Time Warner is granting
to America Online an option to purchase shares of the common stock, par value
$0.01 per share, of Time Warner ("Time Warner Common Stock") and (ii) as a
condition and inducement to Time Warner's willingness to enter into this
Agreement and the Time Warner Stock Option Agreement, Time Warner and America
Online are entering into a Stock Option Agreement dated as of the date hereof
in the form of Exhibit B (the "America Online Stock Option Agreement" and,
together with the Time Warner Stock Option Agreement, the "Stock Option
Agreements"), pursuant to which America Online is granting to Time Warner an
option to purchase shares of the common stock, par value $0.01 per share, of
America Online ("America Online Common Stock");
 
   WHEREAS, as a condition and inducement to America Online's willingness to
enter into this Agreement and the America Online Stock Option Agreement,
America Online and certain stockholders of Time Warner (the "Designated
Stockholders") are entering into an agreement dated as of the date hereof in
the form of
 
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