SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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   Holders of AOL Time Warner series LMC common stock will be entitled to vote
on all matters on which holders of AOL Time Warner common stock will be
entitled to vote. Holders of AOL Time Warner series LMC common stock will vote
together as one group with holders of AOL Time Warner common stock. A vote of
at least two-thirds of the voting power of all shares of AOL Time Warner series
LMC common stock that are outstanding will be necessary in order to amend,
alter or repeal any of the provisions of the AOL Time Warner restated
certificate of incorporation, including the certificate of designations
relating to the AOL Time Warner series LMC common stock, to:     
 
  .  amend, alter or repeal any of the powers, preferences or rights of the
     AOL Time Warner series LMC common stock or series LMCN-V common stock;
     or
 
  .  adversely affect the voting powers, designations, preferences and
     relative, participating, optional or other special rights, and
     qualifications, limitations or restrictions, of the AOL Time Warner
     series LMC common stock or series LMCN-V common stock.
 
In addition, the affirmative vote of holders of shares of AOL Time Warner
series LMC common stock representing 100% of the aggregate voting power of the
outstanding shares of AOL Time Warner series LMC common stock is required to
amend, alter or repeal the provisions of the certificate of designations that
prohibit AOL Time Warner from, at its option, redeeming the shares of AOL Time
Warner series LMC common stock.
 
   The vote of the holders of shares of AOL Time Warner series LMC common stock
will not be required for AOL Time Warner to:
 
    .  create any indebtedness;
 
    .  authorize or issue any class of capital stock that is senior to, or
       on a parity with, AOL Time Warner series LMC common stock with
       respect to the payment of dividends or any other distribution of
       assets;
 
    .  approve any amendment to the AOL Time Warner restated certificate of
       incorporation that would increase or decrease the aggregate number
       of authorized shares of AOL Time Warner series common stock or AOL
       Time Warner common stock; or
 
    .  authorize any increase or decrease in the number of shares
       constituting the AOL Time Warner series LMC common stock.
 
   Cash Dividends. Holders of AOL Time Warner series LMC common stock will be
entitled to receive cash dividends when and if declared by the AOL Time Warner
board of directors, but only to the extent that regularly scheduled cash
dividends are declared and paid on AOL Time Warner common stock. When declared,
cash dividends on each share of AOL Time Warner series LMC common stock will
equal the product of:
 
    .  the amount of the regularly scheduled cash dividend to be paid on
       one share of AOL Time Warner common stock; multiplied by
 
    .  the LMC formula number in effect on the dividend payment date.
 
   Distributions. If AOL Time Warner distributes to the holders of its common
stock any assets or property, in each case not including a distribution upon
the liquidation of AOL Time Warner, a regularly scheduled cash dividend or a
common stock dividend that results in an adjustment of the LMC formula number,
then AOL Time Warner must at the same time distribute the same assets or
property pro rata to the holders of AOL Time Warner series LMC common stock in
an amount equal to the amount that the holders of AOL Time Warner series LMC
common stock would have been entitled to receive had they converted their
shares of AOL Time Warner series LMC common stock into shares of AOL Time
Warner common stock immediately prior to the record date for the distribution.
 
 
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