SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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per share of Series J Preferred Stock, in each case, with usual record and
payment dates for such dividends in accordance with past dividend practice and,
in the case of Time Warner Series Common Stock or Time Warner Preferred Stock,
the certificate of designations therefor, and (B) for dividends by wholly owned
Subsidiaries of Time Warner, distributions by TWE or TWE-A/N to the partners
therein according to their respective governing documents in amounts and at
times in the ordinary course of business consistent with past practice and as
permitted by Section 5.2(b)(ii), (ii) split, combine or reclassify any of its
capital stock or issue or authorize or propose the issuance of any other
securities in respect of, in lieu of or in substitution for, shares of its
capital stock, except for (x) any such transaction by a wholly owned Subsidiary
of Time Warner which remains a wholly owned Subsidiary after consummation of
such transaction or (y) a stock split of the Time Warner Common Stock or (iii)
except as set forth in Section 5.2(b) of the Time Warner Disclosure Schedule,
repurchase, redeem or otherwise acquire any shares of its capital stock or any
securities convertible into or exercisable for any shares of its capital stock
except for the purchase from time to time by Time Warner of Time Warner Common
Stock (and the associated Time Warner Rights) in connection with the Time
Warner Benefit Plans in the ordinary course of business consistent with past
practice.
 
   (c) Issuance of Securities. Time Warner shall not, and shall not permit any
of its Subsidiaries to, issue, deliver or sell, or authorize or propose the
issuance, delivery or sale of, any shares of its capital stock of any class,
any Time Warner Voting Debt or any securities convertible into or exercisable
for, or any rights, warrants, calls or options to acquire, any such shares or
Time Warner Voting Debt, or enter into any commitment, arrangement, undertaking
or agreement with respect to any of the foregoing, other than (i) the issuance
of Time Warner Common Stock (and the associated Time Warner Rights) upon the
exercise of Time Warner Stock Options in accordance with their present terms or
pursuant to Time Warner Stock Options or other stock based awards granted
pursuant to clause (ii) below, (ii) the granting of Time Warner Stock Options
or other stock based awards of or to acquire shares of Time Warner Common Stock
granted under Benefit Plans outstanding on the date hereof in the ordinary
course of business consistent with past practice, (iii) issuances by a wholly
owned Subsidiary of Time Warner of capital stock to such Subsidiary's parent or
another wholly owned Subsidiary of Time Warner, (iv) pursuant to acquisitions
and investments as disclosed in Section 5.2(e) or 5.2(g) of the Time Warner
Disclosure Schedule or the financings therefor or as disclosed in Section
5.2(c) of the Time Warner Disclosure Schedule, (v) issuances in accordance with
the Time Warner Rights Agreement or (vi) issuances pursuant to the Time Warner
Stock Option Agreement.
 
   (d) Governing Documents. Except as set forth in Section 5.2(d) of the Time
Warner Disclosure Schedule or to the extent required to comply with their
respective obligations hereunder or with applicable law, Time Warner and Time
Warner Merger Sub shall not amend or propose to so amend their respective
certificates of incorporation or bylaws.
 
   (e) No Acquisitions. Other than (i) pursuant to the America Online Stock
Option Agreement, (ii) acquisitions disclosed in Section 5.2(e) of the Time
Warner Disclosure Schedule and (iii) acquisitions in existing or related lines
of business of Time Warner the fair market value of the total consideration
(including the value of indebtedness acquired or assumed) for which does not
exceed the amount specified in the aggregate for such acquisitions in Section
5.2(e)(iii) of the Time Warner Disclosure Schedule and none of which
acquisitions referred to in this clause (iii) presents a material risk of
making it materially more difficult to obtain any approval or authorization
required in connection with the Mergers under applicable laws, Time Warner
shall not, and shall not permit any of its Subsidiaries to, acquire or agree to
acquire by merger or consolidation, or by purchasing a substantial equity
interest in or a substantial portion of the assets of, or by any other manner,
any business or any corporation, partnership, association or other business
organization or division thereof or otherwise acquire or agree to acquire any
assets (excluding the acquisition of assets used in the operations of the
business of Time Warner and its Subsidiaries in the ordinary course, which
assets do not constitute a business unit, division or all or substantially all
of the assets of the transferor); provided, however, that the foregoing shall
not prohibit (x) internal reorganizations or consolidations involving existing
Subsidiaries of Time Warner or (y) the creation of new Subsidiaries of Time
Warner organized to conduct or continue activities otherwise permitted by this
Agreement.
 
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