SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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     record date, the effective date) for such event. An adjustment made
     pursuant to this Section 3.6(a) shall become effective retroactively
     immediately after the record date in the case of a dividend or distribution
     and shall become effective retroactively immediately after the effective
     date in the case of a subdivision, combination or reclassification. For the
     purposes of this Section 3.6(a), each holder of Series J Stock shall be
     deemed to have failed to exercise any right to elect the kind or amount of
     securities receivable upon the payment of any such dividend, subdivision,
     combination or reclassification (provided that if the kind or amount of
     securities receivable upon such dividend, subdivision, combination or
     reclassification is not the same for each nonelecting share, then the kind
     and amount of securities receivable upon such dividend, subdivision,
     combination or reclassification for each nonelecting share shall be deemed
     to be the kind and amount so receivable per share by a plurality of the
     nonelecting shares).

               (b) In case the Corporation shall, at any time or from time to
     time while any of the Series J Stock is outstanding, issue rights or
     warrants to all holders of shares of its Common Stock entitling them (for a
     period expiring within 45 days after the record date for such issuance) to
     subscribe for or purchase shares of Common Stock (or securities convertible
     into shares of Common Stock) at a price per share less than the Current
     Market Price of the Common Stock at such record date (treating the price
     per share of the securities convertible into Common Stock as equal to (x)
     the sum of (i) the price for a unit of the security convertible into Common
     Stock plus (ii) any additional consideration initially payable upon the
     conversion of such security into Common Stock divided by (y) the number of
     shares of Common Stock initially underlying such convertible security), the
     Conversion Rate shall be adjusted so that it shall equal the rate
     determined by multiplying the Conversion Rate in effect immediately prior
     to the date of issuance of such rights or warrants by a fraction, the
     numerator of which shall be the number of shares of Common Stock
     outstanding on the date of issuance of such rights or warrants plus the
     number of additional shares of Common Stock offered for subscription or
     purchase (or into which the convertible securities so offered are initially
     convertible), and the denominator of which shall be the number of shares of
     Common Stock outstanding on the date of issuance of such rights or warrants
     plus the number of shares that the aggregate