SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
                                                                               3

Common Stock (in which event "Change of Control Date" shall mean the date of the
event resulting in such 40% ownership).

          1.6  "Closing Price" of the Common Stock shall mean the last reported
sale price of the Common Stock (regular way) as shown on the Composite Tape of
the NYSE, or, in case no such sale takes place on such day, the  average of the
closing bid and asked prices on the NYSE, or, if the Common Stock is not listed
or admitted to trading on  the NYSE, on the principal national securities
exchange on  which such stock is listed or admitted to trading, or, if it is not
listed or admitted to trading on any national securities exchange, the last
reported sale price of the Common Stock, or, in case no such sale takes place on
such  day, the average of the closing bid and asked prices, in either case as
reported by NASDAQ.

          1.7  "Common Dividend Deficiency" shall be applicable in the event
that a Conversion Date shall fall after a record date and prior to the related
payment date for a regularly scheduled cash dividend on the Common Stock (the
"Common Dividend Payment Date"), and in such event shall mean the product of (i)
the Conversion Rate, (ii) the amount per share of Common Stock of the regularly
scheduled cash dividend for which the record date has been set but a payment
date has not yet occurred and (iii) a fraction (A) the numerator of which is the
number of calendar days from and excluding the Conversion Date (or in the event
the Conversion Date falls after a Record Date and on or prior to a related
Dividend Payment Date, from and excluding the Dividend Payment Date) to and
including the Common Dividend Payment Date and (B) the denominator of which is
91 (provided that such fraction shall not be greater than one (1)).

          1.8  "Common Dividend Excess" shall be applicable in all circumstances
where a Common Dividend Deficiency is not applicable, and in such event shall
mean the product of (i) the Conversion Rate, (ii) the regular quarterly cash
dividend per share, if any, paid by the Corporation on the Common Stock (the
"Historical Dividend") on the most recent dividend payment date for the Common
Stock (the "Prior Dividend Payment Date") occurring during the four months
immediately preceding the Conversion Date and (iii) a fraction (A) the numerator
of which is the number of calendar days from and excluding (1) the Prior
Dividend Payment Date to and including (2) the Conversion Date (or in the event
the Conversion Date falls after a Record Date and on or prior to a related
Dividend Payment Date, to and including the Dividend Payment Date) and