SEC Filings

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

which public announcement of the rescission of such redemption or exchange shall
have been made and (b) the date of the mailing of the notice of rescission
required by Section 4.5 (a "Converting Holder") may rescind the conversion of
such shares surrendered for conversion by (i) properly completing a form
prescribed by the Corporation and mailed to holders of shares of this Series
(including Converting Holders) with the Corporation's notice of rescission,
which form shall provide for the certification by any Converting Holder
rescinding a conversion on behalf of any beneficial owner (within the meaning of
Rule 13d-3 under the Exchange Act) of shares of this Series that the beneficial
ownership (within the meaning of such Rule) of such shares shall not have
changed from the date on which such shares were surrendered for conversion to
the date of such certification and (ii) delivering such form to the Corporation
no later than the close of business on that date which is fifteen (15) Trading
Days following the date of the mailing of the Corporation's notice of
rescission. The delivery of such form by a Converting Holder shall be
accompanied by (x) any certificates representing shares of Common Stock issued
to such Converting Holder upon a conversion of shares of this Series that shall
be rescinded by the proper delivery of such form (the "Surrendered Shares"), (y)
any securities, evidences of indebtedness or assets (other than cash)
distributed by the Corporation to such Converting Holder by reason of such
Converting Holder's being a record holder of Surrendered Shares and (z) payment
in New York Clearing House funds or other funds acceptable to the Corporation of
an amount equal to the sum of (I) any cash such Converting Holder may have
received in lieu of the issuance of fractional shares upon conversion and (II)
any cash paid or payable by the Corporation to such Converting Holder by reason
of such Converting Holder being a record holder of Surrendered Shares. Upon
receipt by the Corporation of any such form properly completed by a Converting
Holder and any certificates, securities, evidences of indebtedness, assets or
cash payments required to be returned or made by such Converting Holder to the
Corporation as set forth above, the Corporation shall instruct the transfer
agent or agents for shares of Common Stock and shares of this Series to cancel
any certificates representing Surrendered Shares (which Surrendered Shares shall
be deposited in the treasury of the Corporation) and reissue certificates
representing shares of this Series to such Converting Holder (which shares of
this Series shall be deemed to have been outstanding at all times during the
period following their surrender for conversion). The Corporation shall, as
promptly as practicable, and in no event more than five (5) Trading Days,
following the receipt of any such properly completed form and any such