SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
  (d) Reports and Financial Statements.
 
   (i) America Online has filed all required registration statements,
prospectuses, reports, schedules, forms, statements and other documents
required to be filed by it with the SEC since July 1, 1997 (collectively,
including all exhibits thereto, the "America Online SEC Reports"). Except as
set forth in Section 4.1(d) of the America Online Disclosure Schedule, no
Subsidiary of America Online is required to file any form, report, registration
statement, prospectus or other document with the SEC. None of the America
Online SEC Reports, as of their respective dates (and, if amended or superseded
by a filing prior to the date of this Agreement, then on the date of such
filing), contained or will contain any untrue statement of a material fact or
omitted or will omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. Each of the financial statements
(including the related notes) included in the America Online SEC Reports
presents fairly, in all material respects, the consolidated financial position
and consolidated results of operations and cash flows of America Online and its
consolidated Subsidiaries as of the respective dates or for the respective
periods set forth therein, all in conformity with United States generally
accepted accounting principles ("GAAP") consistently applied during the periods
involved except as otherwise noted therein, and subject, in the case of the
unaudited interim financial statements, to the absence of notes and normal
year-end adjustments that have not been and are not expected to be material in
amount. All of such America Online SEC Reports, as of their respective dates
(and as of the date of any amendment to the respective America Online SEC
Report), complied as to form in all material respects with the applicable
requirements of the Securities Act and the Exchange Act and the rules and
regulations promulgated thereunder.
 
   (ii) Except as disclosed in the America Online SEC Reports filed and
publicly available prior to the date hereof (the "America Online Filed SEC
Reports"), America Online and its Subsidiaries have not incurred any
liabilities that are of a nature that would be required to be disclosed on a
balance sheet of America Online and its Subsidiaries or the footnotes thereto
prepared in conformity with GAAP, other than (A) liabilities incurred in the
ordinary course of business, (B) liabilities incurred in accordance with
Section 5.1, (C) liabilities for Taxes (as defined in Section 4.1(m)) or (D)
liabilities that, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect on America Online.
 
  (e) Information Supplied.
 
   (i) None of the information supplied or to be supplied by America Online for
inclusion or incorporation by reference in (A) the Form S-4 (as defined in
Section 6.1) will, at the time the Form S-4 is filed with the SEC, at any time
it is amended or supplemented or at the time it becomes effective under the
Securities Act, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading and (B) the Joint Proxy Statement/Prospectus (as defined in
Section 6.1) will, on the date it is first mailed to Time Warner stockholders
or America Online stockholders or at the time of the Time Warner Stockholders
Meeting or the America Online Stockholders Meeting (each as defined in Section
6.1), contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. The Form S-4 and the Joint Proxy Statement/Prospectus will
comply as to form in all material respects with the requirements of the
Exchange Act and the Securities Act and the rules and regulations of the SEC
thereunder.
 
   (ii) Notwithstanding the foregoing provisions of this Section 4.1(e), no
representation or warranty is made by America Online with respect to statements
made or incorporated by reference in the Form S-4 or the Joint Proxy
Statement/Prospectus based on information supplied by Time Warner for inclusion
or incorporation by reference therein.
 
   (f) Board Approval. The Board of Directors of America Online, by resolutions
duly adopted by unanimous vote of those voting at a meeting duly called and
held and not subsequently rescinded or modified in any way (the "America Online
Board Approval"), has duly (i) determined that this Agreement and the
 
                                      A-15