SEC Filings

S-4
TIME WARNER INC. filed this Form S-4 on 02/11/2000
Entire Document
 
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   Time Warner. Time Warner's board of directors has fixed the close of
business on [   ], 2000 as the record date for determination of Time Warner
stockholders entitled to notice of and to vote at the Time Warner special
meeting. On the record date, there were:
 
  .  [  ] shares of Time Warner common stock outstanding, held by
     approximately [  ] holders of record;
 
  .  [  ] shares of Time Warner series E preferred stock outstanding, held by
     [  ] holders of record;
 
  .  [  ] shares of Time Warner series F preferred stock outstanding, held by
     [  ] holders of record;
 
  .  [  ] shares of Time Warner series I preferred stock outstanding, held by
     [  ] holders of record; and
 
  .  [  ] shares of Time Warner series J preferred stock outstanding, held by
     [  ] holders of record.
 
Vote Required for Adoption of the Merger Agreement
 
   America Online. A majority of the outstanding shares of America Online
common stock must be represented, either in person or by proxy, to constitute a
quorum at the America Online special meeting. The affirmative vote of the
holders of a majority of the outstanding shares of America Online's common
stock outstanding as of the record date is required to adopt the merger
agreement.
 
   As of the record date, America Online directors and executive officers and
their affiliates owned approximately [   ]% of the outstanding shares of
America Online common stock.
 
   Time Warner. A majority of the votes entitled to be cast at the Time Warner
special meeting must be represented, either in person or by proxy, to
constitute a quorum at the Time Warner special meeting. The affirmative vote of
the holders of a majority of the voting power of shares of Time Warner common
stock, Time Warner series E preferred stock, Time Warner series F preferred
stock, Time Warner series I preferred stock and Time Warner series J preferred
stock outstanding as of the record date, voting together as one group, is
required to adopt the merger agreement. At the Time Warner special meeting:
 
  .  each share of Time Warner common stock is entitled to one vote on all
     matters properly submitted to the Time Warner stockholders; and
 
  .  each share of Time Warner series E preferred stock, Time Warner series F
     preferred stock, Time Warner series I preferred stock and Time Warner
     series J preferred stock is entitled to four votes on all matters
     properly submitted to the Time Warner stockholders.
 
   The holders of the Time Warner series LMCN-V common stock are not entitled
to vote on the merger proposal.
 
   As of the record date, Time Warner directors and executive officers and
their affiliates (including Mr. Turner) owned approximately [ ]% of the voting
power of Time Warner capital stock entitled to vote at the Time Warner special
meeting. Mr. Turner and his affiliates who are parties to the voting agreement
with America Online have agreed to vote substantially all their shares of Time
Warner common stock (which represent approximately [  ]% of the voting power of
Time Warner capital stock entitled to vote at the Time Warner special meeting)
in favor of the adoption of the merger agreement.
 
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