SEC Filings

WARNER MEDIA, LLC filed this Form S-4/A on 03/24/2000
Entire Document
Time Warner Capital Stock or America Online Common Stock thereafter on the
records of Time Warner or America Online. On or after the Effective Time, any
Certificates presented to the Exchange Agent or Holdco for any reason shall be
converted into the right to receive the applicable Merger Consideration with
respect to the shares of Time Warner Capital Stock or America Online Common
Stock formerly represented thereby (including any cash in lieu of fractional
shares of Holdco Capital Stock to which the holders thereof are entitled
pursuant to Section 3.5 and any dividends or other distributions to which the
holders thereof are entitled pursuant to Section 3.3).
                                   ARTICLE IV
   4.1 Representations and Warranties of America Online. Except as disclosed in
the America Online Filed SEC Reports (as defined in Section 4.1(d)(ii)) or as
set forth in the America Online Disclosure Schedule delivered by America Online
to Time Warner prior to the execution of this Agreement (the "America Online
Disclosure Schedule"), America Online represents and warrants to Time Warner as
  (a) Organization, Standing and Power; Subsidiaries.
   (i) Each of America Online and each of its Subsidiaries (as defined in
Section 9.11(i)) is a corporation or other organization duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation or organization, has the requisite power and authority to own,
lease and operate its properties and to carry on its business as now being
conducted, except where the failure to be so organized, existing and in good
standing or to have such power and authority, individually or in the aggregate,
would not reasonably be expected to have a Material Adverse Effect on America
Online, and is duly qualified and in good standing to do business in each
jurisdiction in which the nature of its business or the ownership or leasing of
its properties makes such qualification necessary other than in such
jurisdictions where the failure so to qualify or to be in good standing,
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect on America Online. The copies of the certificate of
incorporation and bylaws of America Online which were previously furnished or
made available to Time Warner are true, complete and correct copies of such
documents as in effect on the date of this Agreement.
   (ii) Exhibit 21 to America Online's Annual Report on Form 10-K for the
fiscal year ended June 30, 1999 includes all the Subsidiaries of America Online
which as of the date of this Agreement are Significant Subsidiaries (as defined
in Rule 1-02 of Regulation S-X of the Securities and Exchange Commission (the
"SEC")). All the outstanding shares of capital stock of, or other equity
interests in, each such Significant Subsidiary have been validly issued and are
fully paid and nonassessable and are, except as set forth in such Exhibit 21,
owned directly or indirectly by America Online, free and clear of all pledges,
claims, liens, charges, encumbrances and security interests of any kind or
nature whatsoever (collectively "Liens") and free of any other restriction
(including any restriction on the right to vote, sell or otherwise dispose of
such capital stock or other ownership interests), except for restrictions
imposed by applicable securities laws. Except as disclosed in Section 4.1(a) of
the America Online Disclosure Schedule, as of the date of this Agreement,
neither America Online nor any of its Subsidiaries directly or indirectly owns
any equity or similar interest in, or any interest convertible into or
exchangeable or exercisable for, any corporation, partnership, joint venture or
other business association or entity (other than Subsidiaries) that is or would
reasonably be expected to be material to America Online and its Subsidiaries
taken as a whole.
  (b) Capital Structure.
   (i) As of January 5, 2000, the authorized capital stock of America Online
consists of (A) 6,000,000,000 shares of America Online Common Stock, of which
2,274,045,973 shares were outstanding and (B) 5,000,000 shares of Preferred
Stock, par value $0.01 per share, none of which were outstanding and 500,000 of
which have been designated Series A-1 Junior Participating Preferred Stock and
reserved for issuance upon exercise of the rights (the "America Online Rights")
distributed to the holders of America Online Common Stock pursuant to the
Rights Agreement, dated as of May 12, 1998 between America Online and
BankBoston, N.A.,