SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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NYSE, a day on which the NYSE is open for the transaction of business, or, if
the Common Stock is not listed or admitted to trading on the NYSE, a day on
which the principal 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 J 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 May 2, 2000, the greater of (A)
$.9375 per $100 in Liquidation Value of Series J Stock (which is equivalent to
$3.75 per annum) and (B) an amount per $100 in Liquidation Value of Series J
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 greater amount being
termed the "Preferred Dividend Amount"), and (ii) in the case of each Dividend
Payment Date occurring thereafter, an amount per $100 in Liquidation Value of
Series J 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 February, May, August and
November in each year, as fixed by the Board of Directors, or such other dates
as are fixed by the Board of Directors (provided that May 2, 2000, shall be a
Dividend Payment Date) (each, a "Dividend Payment Date"), to the holders of
record of Series J Stock at the close of business on or about the 15th day of
the month next preceding such first day of February, May, August and November
(or May 2, 2000), 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 May 2, 2000, (i) such dividends shall accrue on each share on a
day-to-day basis, whether or not earned or 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.