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 Common Stock. Such adjustment shall be made whenever any such
     distribution is made and shall become effective retroactively immediately
     after the record date for the determination of stockholders entitled to
     receive such distribution.

               (d) In case the Corporation or any subsidiary thereof shall, at
     any time and from time to time while any of the Series J Stock is
     outstanding, make a Pro Rata Repurchase, the Conversion Rate in effect
     immediately prior to such action shall be adjusted by multiplying such
     Conversion Rate by a fraction, the numerator of which shall be the product
     of (i) the number of shares of Common Stock outstanding immediately before
     such Pro Rata Repurchase minus the number of shares of Common Stock
     repurchased in such Pro Rata Repurchase and (ii) the Current Market Price
     of the Common Stock as of the day immediately preceding the first public
     announcement by the Corporation of the intent to effect such Pro Rata
     Repurchase, and the denominator of which shall be (A) the product of (x)
     the number of shares of Common Stock outstanding immediately before such
     Pro Rata Repurchase and (y) the Current Market Price of the Common Stock as
     of the day immediately preceding the first public announcement by the
     Corporation of the intent to effect such Pro Rata Repurchase minus (B) the
     aggregate purchase price of the Pro Rata Repurchase (provided that such
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     denominator shall never be less than 1.0).  Such adjustment shall become
     effective immediately after the Effective Date of such Pro Rata Repurchase.

               (e) The Corporation shall be entitled to make such additional
     adjustments in the Conversion Rate, in addition to those required by
     subsections 3.6(a), 3.6(b), 3.6(c) and 3.6(d), as shall be necessary in
     order that any dividend or distribution in Common Stock, any subdivision,
     reclassification or combination of shares of Common Stock or any issuance
     of rights or warrants referred to above, shall not be taxable to the
     holders of Common Stock for United States Federal income tax purposes.

               (f) In any case in which this Section 3.6 shall require that any
     adjustment be made effective as of or retroactively immediately following a
     record date, the Corporation may elect to defer (but only for five (5)
     Trading Days following the filing of the statement referred to in Section
     3.6(h)) issuing to the holder of any shares of this Series converted after
     such record date (i) the shares of Common Stock and