SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
as Rights Agent (the "America Online Rights Agreement"). Except as disclosed in
Section 4.1(b) of the America Online Disclosure Schedule, since January 5, 2000
to the date of this Agreement, there have been no issuances of shares of the
capital stock of America Online or any other securities of America Online other
than pursuant to options or rights outstanding as of January 5, 2000 under the
Benefit Plans (as defined in Section 9.11(b)) of America Online or conversion
of convertible debt securities of America Online. All issued and outstanding
shares of the capital stock of America Online are duly authorized, validly
issued, fully paid and nonassessable and free of any preemptive rights. There
were outstanding as of January 5, 2000 no options, warrants or other rights to
acquire capital stock from America Online other than (x) the America Online
Rights, (y) options and other rights to acquire America Online Common Stock
from America Online representing in the aggregate the right to purchase
approximately 376,107,825 shares of America Online Common Stock (such options,
together with the other employee stock options issued by America Online after
the date hereof in accordance with the America Online Stock Option Plans and
Section 5.1, collectively, the "America Online Stock Options") under America
Online's Employee Stock Purchase Plan, 1992 Employee, Director and Consultant
Stock Option Plan, Quantum Computer Services, Inc. 1987 Stock Incentive Plan
and Quantum Computer Services, Inc. Incentive Stock Option Plan (1985) and
other option plans assumed by America Online (collectively, the "America Online
Stock Option Plans") and (z) the 4% Convertible Subordinated Notes due November
15, 2002 of America Online and the Convertible Subordinated Notes due 2019 of
America Online. Except in connection with new hire grants of America Online
Stock Options made in a manner consistent with past practice to purchase, in
the aggregate, not more than 100,000 shares of America Online Common Stock,
Section 4.1(b) of the America Online Disclosure Schedule sets forth a complete
and correct list, as of January 5, 2000, of the number of shares of America
Online Common Stock subject to America Online Stock Options or other rights to
purchase or receive America Online Common Stock granted under the America
Online Benefit Plans or otherwise and the weighted average exercise price of
the outstanding America Online Stock Options referenced therein. Except in
connection with new hire grants of America Online Stock Options made in a
manner consistent with past practice to purchase, in the aggregate, not more
than 100,000 shares of America Online Common Stock, no options or warrants or
other rights to acquire capital stock from America Online have been issued or
granted since January 5, 2000 to the date of this Agreement.
 
   (ii) No bonds, debentures, notes or other indebtedness of America Online
having the right to vote on any matters on which holders of capital stock of
America Online may vote ("America Online Voting Debt") are issued or
outstanding.
 
   (iii) Except as otherwise set forth in this Section 4.1(b) or in Section
4.1(b) of America Online Disclosure Schedule, as of the date of this Agreement,
there are no securities, options, warrants, calls, rights, commitments,
agreements, arrangements or undertakings of any kind to which America Online or
any of its Subsidiaries is a party or by which any of them is bound obligating
America Online or any of its Subsidiaries to issue, deliver or sell, or cause
to be issued, delivered or sold, additional shares of capital stock or other
voting securities of America Online or any of its Subsidiaries or obligating
America Online or any of its Subsidiaries to issue, grant, extend or enter into
any such security, option, warrant, call, right, commitment, agreement,
arrangement or undertaking. Except as disclosed in Section 4.1(b) of the
America Online Disclosure Schedule, as of the date of this Agreement, there are
no outstanding obligations of America Online or any of its Subsidiaries to
repurchase, redeem or otherwise acquire any shares of capital stock of America
Online or any of its Subsidiaries.
 
  (c) Authority; No Conflicts.
 
   (i) America Online has all requisite corporate power and authority to enter
into this Agreement and the Stock Option Agreements and to consummate the
transactions contemplated hereby and thereby, subject in the case of the
consummation of the America Online Merger to the adoption of this Agreement by
the Required America Online Vote (as defined in Section 4.1(g)). The execution
and delivery of this Agreement and the Stock Option Agreements and the
consummation of the transactions contemplated hereby and thereby have been duly
authorized by all necessary corporate action on the part of America Online and
no other corporate
 
                                      A-13