SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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national securities exchange, a day on which NASDAQ is open for the transaction
of business.

          2.  Cash Dividends.
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          2.1  The holders of the outstanding Series E Stock shall be entitled
to receive quarter-annual dividends, as and when declared by the Board of
Directors out of funds legally available therefor.  Each quarter-annual dividend
shall be an amount per share equal to (i) in the case of each Dividend Payment
Date (as defined below) occurring on or prior to January 4, 2001, the greater of
(A) $.9375 per $100 of Liquidation Value of Series E Stock (which is equivalent
to $3.75 per annum), and (B) an amount per $100 of Liquidation Value of Series E
Stock equal to the product of (1) the Conversion Rate and (2) the aggregate per
share amount of regularly scheduled dividends paid in cash on the Common Stock
during the period from but excluding the immediately preceding Dividend Payment
Date to and including such Dividend Payment Date (the "Preferred Dividend
Amount"), and (ii) in the case of each Dividend Payment Date occurring
thereafter, an amount per share of Series E Stock equal to the product of (1)
the Conversion Rate and (2) the aggregate per share amount of regularly
scheduled dividends paid in cash on the Common Stock during the period from but
excluding the immediately preceding Dividend Payment Date to and including such
Dividend Payment Date.  All dividends shall be payable in cash on or about the
first day of March, June, September and December in each year, as fixed by the
Board of Directors, or such other dates as are fixed by the Board of Directors
(provided that January 4, 2001, shall be a Dividend Payment Date) (each a
"Dividend Payment Date"), to the holders of record of Series E Stock at the
close of business on or about the Trading Day next preceding such first day of
March, June, September and December (or January 4, 2001) as the case may be, as
fixed by the Board of Directors, or such other dates as are fixed by the Board
of Directors (each a "Record Date").  Subject to the next sentence, in the case
of dividends payable in respect of periods prior to January 4, 2001, (i) such
dividends shall accrue on each share on a daily basis, whether or not there are
unrestricted funds legally available for the payment of such dividends and
whether or not declared and (ii) any such dividends that become payable for any
partial dividend period shall be computed on the basis of the actual days
elapsed in such period.  Notwithstanding the preceding sentence, the amount
accruing and payable in respect of the first dividend on the Series E Stock
payable after the date of the Certificate shall equal the Preferred Dividend
Amount.  From and after January 4, 2001, dividends on the Series E Stock
(determined as to amount as provided herein)