SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
 
   Stephen M. Case, Chairman and Chief Executive Officer of America Online,
will become Chairman of the Board of AOL Time Warner. Gerald M. Levin, Chairman
and Chief Executive Officer of Time Warner, will become Chief Executive Officer
of AOL Time Warner. R. E. Turner, Vice Chairman of Time Warner, will become
Vice Chairman of AOL Time Warner. Richard D. Parsons, President of Time Warner
and Robert W. Pittman, President and Chief Operating Officer of America Online,
will be Co-Chief Operating Officers of AOL Time Warner. J. Michael Kelly,
Senior Vice President and Chief Financial Officer of America Online, will
become Chief Financial Officer and Executive Vice President of AOL Time Warner.
Messrs. Case, Levin, Turner, Parsons and Pittman will be members of the AOL
Time Warner board of directors.
   
Interests of Directors and Executive Officers in the Merger (see page 54)     
   
   Some of the directors and executive officers of America Online and Time
Warner have interests in the merger that are different from, or are in addition
to, the interests of their company's stockholders. These interests include the
potential for positions as directors or executive officers of AOL Time Warner,
acceleration of vesting of options or restricted stock as a result of the
merger and the right to continued indemnification and insurance coverage by AOL
Time Warner for acts or omissions occurring prior to the merger.     
   
Treatment of Stock Options and Restricted Stock (see page 58)     
   
   America Online. When the merger is completed, each outstanding America
Online employee stock option will be converted into an option to purchase
shares of AOL Time Warner common stock at an exercise price per share equal to
the exercise price per share of America Online common stock subject to the
option before the conversion. In addition, each outstanding restricted share of
America Online common stock will be converted into one restricted share of AOL
Time Warner common stock. As a result of the completion of the merger,
substantially all America Online employee stock options and shares of
restricted stock outstanding on January 10, 2000, by their terms, will vest and
become exercisable or free of restrictions, as the case may be, upon the
earliest to occur of their normal vesting date, the first anniversary of the
completion of the merger and the employee's termination without cause or
constructive termination.     
 
   Time Warner. When the merger is completed, each outstanding Time Warner
stock option will be converted into an option to purchase the number of shares
of AOL Time Warner common stock that is equal to the product of 1.5 multiplied
by the number of shares of Time Warner common stock that would have been
obtained before the merger upon the exercise of the option, rounded to the
nearest whole share. The exercise price per share will be equal to the exercise
price per share of Time Warner common stock subject to the option before the
conversion divided by 1.5. In addition, each outstanding restricted share of
Time Warner common stock will be converted into the number of restricted shares
of AOL Time Warner common stock that is equal to the product of 1.5 multiplied
by the shares of Time Warner common stock subject to the award. Each Time
Warner stock option outstanding on January 9, 2000, by its terms, accelerated
and became fully vested, and each share of restricted Time Warner common stock
outstanding on that date, by its terms, became fully vested and free of
restrictions.
   
Tax Consequences (see page 59)     
 
   We have structured the merger so that America Online, Time Warner and their
respective stockholders who exchange their shares for shares of AOL Time Warner
capital stock will not recognize gain or loss for United States federal income
tax purposes in connection with the merger, except for taxes payable because of
cash received by Time Warner stockholders instead of fractional shares.
   
Overview of the Merger Agreement (see page 65)     
 
   Conditions to the Completion of the Merger. Each of America Online's and
Time Warner's obligation to complete the merger is subject to the satisfaction
or waiver of specified conditions, including those listed below:
 
  .  the merger agreement must be adopted by both the America Online and Time
     Warner stockholders;
 
                                       10