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 on which the Common Stock is listed is open for the
transaction of business, or, if the Common Stock is not so listed or admitted
for trading on any 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 I 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, in the case of each Dividend Payment Date
(as defined below), an amount per $100 of Liquidation Value of Series I 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, beginning on the first such date that is more than 15 days after the date
of issuance of the relevant shares of Series I Stock, as fixed by the Board of
Directors, or such other dates as are fixed by the Board of Directors (each a
"Dividend Payment Date"), to the holders of record of Series I Stock at the
close of business on or about the Trading Day next preceding such first day of
March, June, September and December 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"). Dividends on the Series I Stock (determined as to amount as
provided herein) shall accrue to the extent, but only to the extent, that
regularly scheduled cash dividends are declared by the Board of Directors on the
Common Stock with a payment date after the Dividend Payment Date next preceding
the date of original issuance of such Series I Stock.  All dividends that accrue
in accordance with the foregoing provisions shall be cumulative from and after
the day immediately succeeding the date of issuance of the relevant shares of
Series I Stock.  The amount payable to each holder of record on any Dividend
Payment Date shall be rounded to the nearest cent.

          2.2  Except as hereinafter provided in this Section 2.2, unless all
dividends on the outstanding shares of Series I Stock and any Parity Stock that
shall have accrued and become payable as of any date shall have been paid, or
declared and funds set apart for payment thereof, no dividend or other
distribution (payable other than in shares of Junior Stock) shall be paid to the
holders of