SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 20. Indemnification of Directors and Officers.
   
   Section 145(a) of the General Corporation Law of the State of Delaware
("Delaware Corporation Law") provides, in general, that a corporation shall
have the power to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, other
than an action by or in the right of the corporation, because the person is or
was a director or officer of the corporation. Such indemnity may be against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding, if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation and if, with respect to any criminal action or
proceeding, the person did not have reasonable cause to believe the person's
conduct was unlawful.     
   
   Section 145(b) of the Delaware Corporation Law provides, in general, that a
corporation shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor because the person is or was a director or officer of the
corporation, against any expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
be indemnified for such expenses which the Court of Chancery or such other
court shall deem proper.     
 
   Section 145(g) of the Delaware Corporation Law provides, in general, that a
corporation shall have the power to purchase and maintain insurance on behalf
of any person who is or was a director or officer of the corporation against
any liability asserted against the person in any such capacity, or arising out
of the person's status as such, whether or not the corporation would have the
power to indemnify the person against such liability under the provisions of
the law.
   
   Article VII of the Registrant's By-laws requires indemnification to the
fullest extent permitted under Delaware law of any person who is or was a
director or officer of the Registrant who is or was involved or threatened to
be made so involved in any proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that such person is or was serving as a
director, officer, employee or agent of the Registrant or was serving at the
request of the Registrant as a director, officer, employee or agent of any
other enterprise.     
 
   The foregoing statements are subject to the detailed provisions of Section
145 of the Delaware Corporation Law and Article VII of the By-laws of the
Registrant.
 
Item 21. Exhibits and Financial Statement Schedules.
 
   (a) The following exhibits are filled herewith or incorporated herein by
reference:
 

<TABLE>   
<CAPTION>
 Exhibit No. Description
 ----------- -----------
 <C>         <S>
     2.1     Amended and Restated Agreement and Plan of Merger, dated as of
              January 10, 2000, among America Online, Inc., Time Warner Inc.,
              America Online Merger Sub Inc. and Time Warner Merger Sub Inc.
              including the Stock Option Agreements and the Amended and
              Restated Voting Agreement (included as Annexes A, B, C and D
              respectively, to the joint proxy statement-prospectus forming a
              part of this Registration Statement and incorporated herein by
              reference).
</TABLE>
    
 
 
 
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