SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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by Time Warner to America Online prior to the execution of this Agreement (the
"Time Warner Disclosure Schedule"), Time Warner represents and warrants to
America Online as follows:
 
  (a) Organization, Standing and Power; Subsidiaries.
 
   (i) Each of Time Warner and each of its Subsidiaries 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 Time Warner, 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 Time Warner. The copies of the
certificate of incorporation and bylaws of Time Warner which were previously
furnished or made available to America Online are true, complete and correct
copies of such documents as in effect on the date of this Agreement and the
copy of the Agreement of Limited Partnership, dated as of October 29, 1991, as
amended, of Time Warner Entertainment Company, L.P. ("TWE") which was
previously furnished to America Online is a true, complete and correct copy of
such agreement as in effect on the date of this Agreement (the "TWE Partnership
Agreement").
 
   (ii) Exhibit 21 to Time Warner's Annual Report on Form 10-K for the year
ended December 31, 1998 includes all the Subsidiaries of Time Warner which as
of the date of this Agreement are Significant Subsidiaries (as defined in Rule
1-02 of Regulation S-X of the SEC and including TWE). 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 and in the TWE Partnership
Agreement, owned directly or indirectly by Time Warner, free and clear of all
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. As
of the date of this Agreement, neither Time Warner 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 Time
Warner and its Subsidiaries taken as a whole.
 
   Time Warner indirectly owns a 74.49% priority capital and residual equity
interest in TWE as described in the TWE Partnership Agreement, free and clear
of all Liens (except under the TWE Partnership Agreement).
 
  (b) Capital Structure.
 
   (i) As of November 30, 1999, the authorized capital stock of Time Warner
consists of (a) 5,000,000,000 shares of Time Warner Common Stock of which
1,172,176,909 shares were outstanding, (B) 600,000,000 shares of Series Common
Stock, par value $0.01 per share, of which (1) 140,000,000 shares have been
designated as Time Warner Series LMC Common Stock, of which no shares are
outstanding, and (2) 140,000,000 shares have been designated as Time Warner
Series LMCN-V Common Stock, of which 114,123,884 shares are outstanding, and
(C) 250,000,000 shares of preferred stock, par value $0.10 per share, of which
(1) 8,000,000 shares have been designated Series A Participating Cumulative
Preferred Stock and reserved for issuance upon exercise of the rights (the
"Time Warner Rights") distributed to holders of Time Warner Common Stock
pursuant to the Rights Agreement, dated as of October 10, 1996 between Time
Warner and ChaseMellon Shareholder Services, LLC, as Rights Agent, as amended
(together with any substitute rights agreement entered into pursuant to Section
6.10(b), the "Time Warner Rights Agreement"), (2) 11,000,000 shares have been
designated Series D Convertible Preferred Stock, of which no shares are
outstanding, (3) 3,250,000 shares have been designated Series E Convertible
Preferred Stock, of which 3,129,251 shares are outstanding, (4) 3,100,000
shares have been designated Series F Convertible Preferred Stock, of which
 
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