SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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          The series of Preferred Stock hereby established shall consist of
1,700,000 shares designated as Series J Convertible Preferred Stock.  The
rights, preferences and limitations of such series shall be as follows:

          1.  Definitions.  As used herein, the following terms shall have the
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indicated meanings:

          1.1  "Board of Directors" shall mean the Board of Directors of the
Corporation or, with respect to any action to be taken by the Board of
Directors, any committee of the Board of Directors duly authorized to take such
action.

          1.2  "Certificate" shall mean the certificate of the voting powers,
designations, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, of Series J
Convertible Preferred Stock filed with respect to this resolution with the
Secretary of State of the State of Delaware pursuant to Section 151 of the DGCL.

          1.3  "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.

          1.4  "Common Stock" shall mean the class of Common Stock, par value
$0.01 per share, of the Corporation authorized at the date of the Certificate,
or any other class of stock resulting from (x) successive changes or
reclassifications of such Common Stock consisting solely of changes in par
value, or from par value to no par value or (y) a subdivision or combination,
and in any such case including any shares thereof authorized after the date of
the Certificate.

          1.5  "Conversion Price" shall have the meaning set forth in
Section 3.1.

          1.6  "Conversion Rate" shall have the meaning set forth in
Section 3.1.