SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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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 Time Warner SEC Reports presents fairly, in all material
respects, the consolidated financial position and consolidated results of
operations and cash flows of Time Warner or TWE, as the case may be, and its
consolidated Subsidiaries as of the respective dates or for the respective
periods set forth therein, all in conformity with 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 Time Warner SEC Reports, as of their respective
dates (and as of the date of any amendment to the respective Time Warner 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 Time Warner SEC Reports filed and publicly
available prior to the date hereof (the "Time Warner Filed SEC Reports"), Time
Warner 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 Time Warner
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 5.2, (C) liabilities for Taxes
or (D) liabilities that, individually or in the aggregate, would not reasonably
be expected to have a Material Adverse Effect on Time Warner.
 
  (e) Information Supplied.
 
   (i) None of the information supplied or to be supplied by Time Warner for
inclusion or incorporation by reference in (A) the Form S-4 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 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, 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 4.2(e), no
representation or warranty is made by Time Warner 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 America Online for
inclusion or incorporation by reference therein.
 
   (f) Board Approval. The Board of Directors of Time Warner, 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 "Time Warner
Board Approval"), has duly (i) determined that this Agreement and the Time
Warner Merger and the Time Warner Stock Option Agreement are fair to and in the
best interests of Time Warner and its stockholders and declared the Time Warner
Merger to be advisable, (ii) approved this Agreement, the Time Warner Stock
Option Agreement, the Voting Agreement and the Time Warner Merger and (iii)
recommended that the stockholders of Time Warner adopt this Agreement and
directed that such matter be submitted for consideration by Time Warner's
stockholders at the Time Warner Stockholders Meeting. The Time Warner Board
Approval constitutes approval of this Agreement, the Time Warner Stock Option
Agreement, the Voting Agreement and the Time Warner Merger for purposes of
Section 203 of the DGCL and Article V of the Restated Certificate of
Incorporation of Time Warner. To the knowledge of Time Warner, except for
Section 203 of the DGCL (which has been rendered inapplicable), no state
takeover statute is applicable to this Agreement, the Time Warner Stock Option
Agreement, the Voting Agreement or the Time Warner Merger or the other
transactions contemplated hereby or thereby.
 
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