SEC Filings

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

Notwithstanding the preceding sentence, the amount accruing and payable in
respect of the first dividend on the Series J Stock payable after the date of
the Certificate shall equal the Preferred Dividend Amount.  From and after May
2, 2000, dividends on the Series J 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 May 2, 2000 (or, in the case of Series J Stock
originally issued after May 2, 2000, after the Dividend Payment Date next
preceding such date of original issuance). 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
J 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 J 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 Junior Stock or Parity Stock, and no shares of Series J Stock, Parity
Stock or Junior Stock shall be purchased or redeemed by the Corporation or any
of its subsidiaries (except by conversion into or exchange for, or out of the
net cash proceeds from the concurrent sale of, Junior Stock), nor shall any
monies be paid or made available for a sinking fund for the purchase or
redemption of any Series J Stock, Junior Stock or Parity Stock; provided,
however, that nothing herein shall prevent the Corporation from completing the
purchase of Series J Stock, Parity Stock or Junior Stock for which a purchase
contract was entered into, or the notice of redemption of which was originally
published, prior to the date on which any such dividends were first required to
be paid.  When dividends are not paid in full upon the shares of this Series and
any Parity Stock, all dividends declared upon shares of this Series and all
Parity Stock shall be declared pro rata so that the amount of dividends declared
per share on this Series and all such Parity Stock shall in all cases bear to
each other the same ratio that accrued dividends per share on the shares of this
Series and all such Parity Stock bear to each other. Holders of shares of this
Series shall not be entitled to any dividends, whether payable in cash, property
or stock, in excess of the full amount of dividends that become payable pursuant
to the terms of this Section 2.  No interest, or sum of money in lieu of
interest, shall be