SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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America Online stockholders at the America Online Stockholders Meeting and the
matters to be submitted to the Time Warner stockholders at the Time Warner
Stockholders Meeting (such proxy statement/prospectus, and any amendments or
supplements thereto, the "Joint Proxy Statement/Prospectus") and Holdco shall
prepare and file with the SEC a registration statement on Form S-4 with respect
to the issuance of Holdco Capital Stock in the Mergers (such Form S-4, and any
amendments or supplements thereto, the "Form S-4"). The Joint Proxy
Statement/Prospectus will be included as a prospectus in and will constitute a
part of the Form S-4 as Holdco's prospectus. Each of America Online and Time
Warner shall use reasonable best efforts to have the Joint Proxy
Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by
the SEC and to keep the Form S-4 effective as long as is necessary to
consummate the Mergers and the transactions contemplated hereby. America Online
and Time Warner shall, as promptly as practicable after receipt thereof,
provide the other party copies of any written comments and advise the other
party of any oral comments with respect to the Joint Proxy Statement/Prospectus
or Form S-4 received from the SEC. The parties shall cooperate and provide the
other with a reasonable opportunity to review and comment on any amendment or
supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to
filing such with the SEC, and will provide each other with a copy of all such
filings made with the SEC. Notwithstanding any other provision herein to the
contrary, no amendment or supplement (including by incorporation by reference)
to the Joint Proxy Statement/Prospectus or the Form S-4 shall be made without
the approval of both parties, which approval shall not be unreasonably withheld
or delayed; provided that with respect to documents filed by a party which are
incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus,
this right of approval shall apply only with respect to information relating to
the other party or its business, financial condition or results of operations;
and provided further that America Online, in connection with a Change in the
America Online Recommendation (as defined in Section 6.1(c)), and Time Warner,
in connection with a Change in the Time Warner Recommendation (as defined in
Section 6.1(b)), may amend or supplement the Joint Proxy Statement/Prospectus
or Form S-4 (including by incorporation by reference) pursuant to a Qualifying
Amendment (as defined below) to effect such a Change, and in such event, this
right of approval shall apply only with respect to information relating to the
other party or its business, financial condition or results of operations, and
shall be subject to the right of each party to have its Board of Directors'
deliberations and conclusions to be accurately described. A "Qualifying
Amendment" means an amendment or supplement to the Joint Proxy
Statement/Prospectus or Form S-4 (including by incorporation by reference) to
the extent it contains (i) a Change in the America Online Recommendation or a
Change in the Time Warner Recommendation (as the case may be), (ii) a statement
of the reasons of the Board of Directors of America Online or Time Warner (as
the case may be) for making such Change in the America Online Recommendation or
Change in the Time Warner Recommendation (as the case may be) and (iii)
additional information reasonably related to the foregoing. America Online will
use reasonable best efforts to cause the Joint Proxy Statements/Prospectus to
be mailed to America Online's stockholders, and Time Warner will use reasonable
best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Time
Warner's stockholders, in each case as promptly as practicable after the Form
S-4 is declared effective under the Securities Act. Holdco shall also take any
action (other than qualifying to do business in any jurisdiction in which it is
not now so qualified or to file a general consent to service of process)
required to be taken under any applicable state securities laws in connection
with the Mergers and each of Time Warner and America Online shall furnish all
information concerning it and the holders of its capital stock as may be
reasonably requested in connection with any such action. Each party will advise
the other party, promptly after it receives notice thereof, of the time when
the Form S-4 has become effective, the issuance of any stop order, the
suspension of the qualification of the Holdco Capital Stock issuable in
connection with the Mergers for offering or sale in any jurisdiction, or any
request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the
Form S-4. If at any time prior to the Effective Time any information relating
to America Online or Time Warner, or any of their respective affiliates,
officers or directors, should be discovered by America Online or Time Warner
which should be set forth in an amendment or supplement to any of the Form S-4
or the Joint Proxy Statement/Prospectus so that any of such documents would not
include any misstatement of a material fact or omit to state any material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, the party which discovers such
information shall promptly notify the other party and, to the extent required
by law, rules or regulations, an appropriate amendment or supplement
 
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