SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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2,965,761 shares are outstanding, (5) 7,000,000 shares have been designated
Series I Convertible Preferred Stock, of which 700,000 shares are outstanding,
and (6) 3,350,000 shares have been designated Series J Convertible Preferred
Stock, of which 1,608,708 shares are outstanding. Except as disclosed in
Section 4.2(b)(i) of the Time Warner Disclosure Schedule, since November 30,
1999 to the date of this Agreement, there have been no issuances of shares of
the capital stock of Time Warner or any other securities of Time Warner other
than pursuant to outstanding convertible securities or options or rights
outstanding as of November 30, 1999 and 59,250 Time Warner Restricted Shares
under the Benefit Plans of Time Warner, and pursuant to the Time Warner
Dividend Reinvestment and Stock Purchase Plan. All issued and outstanding
shares of the capital stock of Time Warner are duly authorized, validly issued,
fully paid and nonassessable, and free of any preemptive rights. All accrued
dividends that were payable on Time Warner Preferred Stock have been paid.
There were outstanding as of December 31, 1999 no options, warrants or other
rights to acquire capital stock from Time Warner other than (x) the Time Warner
Rights and (y) approximately 135,867,893 Time Warner Stock Options and 82,000
Time Warner Restricted Shares. The options and other rights to acquire Time
Warner Common Stock from Time Warner representing the right to purchase shares
of Time Warner Common Stock, together with other employee stock options issued
by Time Warner after the date hereof in accordance with the Time Warner Stock
Option Plans and Section 5.2, are referred to herein collectively as the "Time
Warner Stock Options"). The Time Warner Stock Options and the Time Warner
Restricted Shares have been and will be granted under the Time Warner 1986
Stock Option Plan, the 1988 Stock Incentive Plan of Time Warner Inc., Time
Warner 1989 Stock Incentive Plan, Time Warner 1994 Stock Option Plan, Time
Warner Corporate Group Stock Incentive Plan, Time Warner 1997 Stock Option
Plan, Time Warner 1996 Stock Option Plan for Non-Employee Directors, Time
Warner 1989 WCI Replacement Stock Option Plan, 1989 Lorimar Non-Employee
Replacement Stock Option Plan, Time Warner 1993 Stock Option Plan, Time Warner
Filmed Entertainment Group Stock Incentive Plan, Time Warner Music Group Stock
Incentive Plan, Time Warner Programming Group Stock Incentive Plan, Time Warner
Publishing Group Stock Incentive Plan, Time Warner Cable Group Stock Incentive
Plan, Subsidiary 1988 Stock Option Plan, Subsidiary 1993 Stock Option and
Equity-Based Award Plan, Subsidiary 1986 Stock Option Plan, Subsidiary 1990
Stock Option Plan, Subsidiary 1991 Stock Option Plan and Subsidiary
Nonqualified Stock Option Agreements, the Time Warner 1999 Restricted Stock
Plan, the Time Warner 1988 Restricted Stock Plan for Non-Employee Directors and
the Time Warner 1999 International Employees Restricted Stock Plan
(collectively, the "Time Warner Stock Option Plans"). Except in connection with
pre-employment grants of Time Warner Stock Options made in a manner consistent
with past practice to purchase, in the aggregate, not more than 100,000 shares
of Time Warner Common Stock, Section 4.2(b)(i) of the Time Warner Disclosure
Schedule sets forth a complete and correct list, as of December 31, 1999, of
the number of shares of Time Warner Common Stock subject to Time Warner Stock
Options or other rights to purchase or receive Time Warner Common Stock granted
under the Time Warner Benefit Plans or otherwise and the weighted average
exercise price of the outstanding Time Warner Stock Options referenced therein.
Except in connection with pre-employment grants of Time Warner Stock Options
made in a manner consistent with past practice to purchase, in the aggregate,
not more than 100,000 shares of Time Warner Common Stock, no options or
warrants or other rights to acquire capital stock from Time Warner have been
issued or granted since December 31, 1999 to the date of this Agreement.
 
   (ii) No bonds, debentures, notes or other indebtedness of Time Warner having
the right to vote on any matters on which holders of capital stock of Time
Warner may vote ("Time Warner Voting Debt") are issued or outstanding.
 
   (iii) Except as otherwise set forth in this Section 4.2(b) or in Section
4.2(b)(iii) of the Time Warner 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 Time
Warner or any of its Subsidiaries is a party or by which any of them is bound
obligating Time Warner 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 Time Warner or any of its Subsidiaries or obligating
Time Warner 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 4.2(b)(iii) of the
Time Warner Disclosure Schedule,
 
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