SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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   (ii) Prior to the date of this Agreement, Time Warner and its Subsidiaries
have undertaken a concerted effort to ensure that all of the computer software,
computer firmware, computer hardware, and other similar or related items of
automated, computerized, and/or software system(s) that are used or relied on
by Time Warner or any or its Subsidiaries in the conduct of their respective
businesses will not malfunction, will not cease to function, will not generate
incorrect data, and will not provide incorrect results when processing,
providing and/or receiving (a) date-related data into and between the years
1999 and 2000 and (b) date-related data in connection with any valid date in
the twentieth and twenty-first centuries. As of the date of this Agreement,
except as would not reasonably be expected, individually or in the aggregate,
to have a Material Adverse Effect on Time Warner, Time Warner reasonably
believes that such effort will be successful.
 
   (k) Brokers or Finders. No agent, broker, investment banker, financial
advisor or other firm or Person is or will be entitled to any broker's or
finder's fee or any other similar commission or fee in connection with any of
the transactions contemplated by this Agreement based upon arrangements made by
or on behalf of Time Warner, except Morgan Stanley Dean Witter & Co.
Incorporated, whose fees and expenses will be paid by Time Warner.
 
   (l) Opinion of Time Warner Financial Advisor. Time Warner has received the
opinion of Morgan Stanley Dean Witter & Co. Incorporated, dated the date of
this Agreement, to the effect that, as of such date, the Exchange Ratio is
fair, from a financial point of view, to the holders of Time Warner Common
Stock and Time Warner Series Common Stock, a copy of which opinion will be made
available to America Online promptly after the date of this Agreement.
 
   (m) Taxes. Each of Time Warner and its Subsidiaries has filed all Tax
Returns required to have been filed (or extensions have been duly obtained) and
has paid all Taxes required to have been paid by it, except where failure to
file such Tax Returns or pay such Taxes would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on Time
Warner.
 
   Neither Time Warner nor any of its Subsidiaries has taken any action or
knows of any fact that is reasonably likely to prevent the Mergers from
qualifying as exchanges within the meaning of Section 351 of the Code and as
reorganizations within the meaning of Section 368(a) of the Code.
 
   (n) Certain Contracts. As of the date hereof, except as disclosed in Section
4.2(n) of the Time Warner Disclosure Schedule, neither Time Warner nor any of
its Subsidiaries is a party to or bound by (i) any "material contracts" (as
such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with
respect to Time Warner and its Subsidiaries or (ii) any material agreement that
restricts the ability of America Online or Time Warner or any of their
Subsidiaries or affiliates to distribute, promote, market or otherwise offer
Internet and interactive services, Internet and interactive programming, or
Internet and interactive functionality on the cable systems owned by Time
Warner or its Subsidiaries or affiliates (collectively, "Time Warner Internet
Restrictions"). All contracts described in clause (i) are valid and in full
force and effect except to the extent they have previously expired in
accordance with their terms or if the failure to be in full force and effect,
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect on Time Warner. Neither Time Warner nor any of its
Subsidiaries has violated any provision of, or committed or failed to perform
any act which with or without notice, lapse of time or both would constitute a
default under the provisions of, any contract described in clause (i), except
in each case for those violations and defaults which, individually or in the
aggregate, would not reasonably be expected to result in a Material Adverse
Effect on Time Warner.
 
   (o) Time Warner Stockholder Rights Plan. The Board of Directors of Time
Warner has amended the Time Warner Rights Agreement in accordance with its
terms to render it inapplicable to the transactions contemplated by this
Agreement and the Time Warner Stock Option Agreement.
 
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