SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
   Listing. AOL Time Warner intends to apply to list its common stock on the
New York Stock Exchange under the symbol "AOL." No other capital stock of AOL
Time Warner will be listed.
 
   Preemptive Rights. The holders of AOL Time Warner common stock, AOL Time
Warner series common stock and AOL Time Warner preferred stock will not have
preemptive rights to purchase or subscribe for any stock or other securities of
AOL Time Warner.
 
AOL Time Warner Common Stock
 
   Voting Rights. Each outstanding share of AOL Time Warner common stock will
be entitled to one vote per share.
   
   Dividends. Holders of AOL Time Warner common stock will be entitled to
receive dividends or other distributions when and if declared by the AOL Time
Warner board of directors. The right of the AOL Time Warner board of directors
to declare dividends, however, will be subject to the rights of the holders of
any outstanding AOL Time Warner series common stock and AOL Time Warner
preferred stock and the availability of sufficient funds under Delaware law to
pay dividends. For a description of the dividend rights of the holders of AOL
Time Warner series common stock, see "AOL Time Warner Series Common Stock--
Series LMC Common Stock--Cash Dividends" and "AOL Time Warner Series Common
Stock--Series LMCN-V Common Stock--Cash Dividends." For a description of the
dividend rights of holders of AOL Time Warner preferred stock, see "AOL Time
Warner Preferred Stock."     
   
   Liquidation Rights. In the event of the liquidation of AOL Time Warner,
subject to the rights, if any, of the holders of any outstanding shares of AOL
Time Warner series common stock or AOL Time Warner preferred stock, the holders
of AOL Time Warner common stock will be entitled to receive the assets of AOL
Time Warner available for distribution to its stockholders ratably in
proportion to the number of shares held by them. For a description of the
liquidation rights of holders of AOL Time Warner series common stock, see "AOL
Time Warner Series Common Stock--Series LMC Common Stock--Liquidation Rights"
and "AOL Time Warner Series Common Stock--Series LMCN-V Common Stock--
Liquidation Rights." For a description of the liquidation rights of holders of
AOL Time Warner preferred stock, see "AOL Time Warner Preferred Stock."     
 
   Regulatory Restrictions. Outstanding shares of AOL Time Warner common stock
may be redeemed by action of the board of directors to the extent necessary to
prevent the loss of any governmental license or franchise, the holding of which
is conditioned upon stockholders possessing prescribed qualifications.
 
AOL Time Warner Series Common Stock
 
 Series LMC Common Stock
 
   LMC Formula Number. Shares of AOL Time Warner series LMC common stock will
be attributed a "formula number" that will be used to calculate the dividend,
voting, conversion and liquidation rights for each share of AOL Time Warner
series LMC common stock. We refer to this formula number as the "LMC formula
number." The LMC formula number will be initially set at 1.00, and it will be
subject to adjustment for stock splits, reverse stock splits, stock dividends
and other similar corporate events affecting the AOL Time Warner common stock.
 
   Voting Rights. Each outstanding share of AOL Time Warner series LMC common
stock will be entitled to a number of votes that is equal to the product of the
number of votes per share that may be cast by holders of AOL Time Warner common
stock multiplied by the LMC formula number in effect at the time of the vote.
 
                                       93