SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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As a result, America Online and Time Warner will each become a wholly owned
subsidiary of AOL Time Warner.
 
   Conversion of America Online and Time Warner Stock. When the merger is
completed:
 
  .  America Online common stockholders will receive one share of AOL Time
     Warner common stock for each share they own;
 
  .  Time Warner common stockholders will receive 1.5 shares of AOL Time
     Warner common stock for each share they own;
 
  .  Time Warner series LMCN-V common stockholders will receive 1.5 shares of
     substantially identical AOL Time Warner series LMCN-V common stock for
     each share they own; and
 
  .  Time Warner preferred stockholders will receive one share of a
     corresponding series of substantially identical AOL Time Warner
     preferred stock for each share of each series of Time Warner preferred
     stock they own.
 
   The voting rights and conversion ratio of each series of AOL Time Warner
preferred stock will be adjusted as a result of the merger to reflect the 1.5
conversion ratio between shares of Time Warner common stock and shares of AOL
Time Warner common stock. The voting rights and conversion ratio of the AOL
Time Warner series LMCN-V common stock will not be adjusted.
 
   The number of shares of AOL Time Warner stock issuable in the merger will be
proportionately adjusted for any stock split, stock dividend or similar event
with respect to the America Online common stock or Time Warner capital stock
effected between the date of the merger agreement and the date of completion of
the merger.
 
Exchange of Stock Certificates for AOL Time Warner Stock Certificates
 
   When the merger is completed, the exchange agent will mail to you a letter
of transmittal and instructions for use in surrendering your America Online or
Time Warner stock certificates in exchange for AOL Time Warner stock
certificates. When you deliver your stock certificates to the exchange agent
along with a properly executed letter of transmittal and any other required
documents, your stock certificates will be canceled and you will receive AOL
Time Warner stock certificates representing the number of full shares of AOL
Time Warner stock to which you are entitled under the merger agreement. Time
Warner stockholders will receive payment in cash, without interest, in lieu of
any fractional shares of AOL Time Warner common stock or series common stock
which would have been otherwise issuable to them as a result of the merger.
 
You should not submit your America Online or Time Warner stock certificates for
exchange until you receive the transmittal instructions and a form of letter of
transmittal from the exchange agent.
 
   You are not entitled to receive any dividends or other distributions on AOL
Time Warner common stock until the merger is completed and you have surrendered
your America Online or Time Warner stock certificates in exchange for AOL Time
Warner stock certificates.
 
   If there is any dividend or other distribution on AOL Time Warner stock with
a record date after the date on which the merger is completed and a payment
date prior to the date you surrender your America Online or Time Warner stock
certificates in exchange for AOL Time Warner stock certificates, you will
receive the dividend or distribution with respect to the whole shares of AOL
Time Warner stock issued to you promptly after they are issued. If there is any
dividend or other distribution on AOL Time Warner stock with a record date
after the date on which the merger is completed and a payment date after the
date you surrender your America Online or Time Warner stock certificates in
exchange for AOL Time Warner stock certificates, you will receive the dividend
or distribution with respect to the whole shares of AOL Time Warner stock
issued to you promptly after the payment date.
 
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