SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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   Conversion Rights. Holders of AOL Time Warner series LMC common stock will
have the right to convert each of their shares, at any time, into:
       
    .  a number of shares of AOL Time Warner common stock equal to the LMC
       formula number in effect on the conversion date; or     
 
    .  one share of AOL Time Warner series LMCN-V common stock.
 
   Each holder of AOL Time Warner series LMC common stock may convert shares of
AOL Time Warner series LMC common stock into shares of AOL Time Warner common
stock or AOL Time Warner series LMCN-V common stock only to the extent that the
ownership by the converting holder of shares of AOL Time Warner common stock or
AOL Time Warner series LMCN-V common stock upon conversion would not violate
the federal communications laws.
 
   Conversion Rate Adjustment. If AOL Time Warner consolidates or merges with
another entity such that AOL Time Warner is not the surviving entity or the
transaction results in a change in AOL Time Warner common stock, or if AOL Time
Warner sells all or substantially all of its property and assets to another
entity, each share of AOL Time Warner series LMC common stock will be
convertible into the number of shares of capital stock or other property
received by the holder of a number of shares of AOL Time Warner common stock
into which the shares of AOL Time Warner series LMC common stock could have
been converted immediately before the transaction.
 
   Liquidation Rights. In the event of the liquidation of AOL Time Warner, the
holders of AOL Time Warner series LMC common stock will be entitled to receive,
at the same time as any distribution to holders of AOL Time Warner common
stock, an aggregate amount per share equal to the product of:
 
  .  the aggregate amount to be distributed per share to holders of AOL Time
     Warner common stock; and
 
  .  the LMC formula number in effect on the date of the distribution.
 
   Transfer Restriction. Holders of AOL Time Warner series LMC common stock
will be subject to a transfer restriction that prevents these holders, without
obtaining prior consent from AOL Time Warner, from transferring their shares of
AOL Time Warner series LMC common stock to any person other than a "permitted
transferee." The term "permitted transferee" means:
 
  .  Liberty Media Corporation, which is commonly referred to as "LMC," and
     any affiliate that is controlled by LMC; or
 
  .  Tele-Communications Inc. and any affiliate that is controlled by Tele-
     Communications, so long as Tele-Communications is an affiliate of LMC.
 
In addition, the transfer restriction provides that any permitted transferee
must agree to be subject to the transfer restriction for subsequent transfers.
 
   The transfer restriction applicable to AOL Time Warner series LMC common
stock will not prevent any holder of AOL Time Warner series LMC common stock
from:
       
    .  entering into an arrangement providing for the prompt conversion of
       the shares of AOL Time Warner series LMC common stock into shares of
       AOL Time Warner common stock and the immediate sale or transfer of
       AOL Time Warner common stock received upon the conversion of shares
       of the AOL Time Warner series LMC common stock; or     
 
    .  pledging shares of AOL Time Warner series LMC common stock, so long
       as the terms of the pledge provide that, in the event of a
       foreclosure on the shares of AOL Time Warner series LMC common
       stock, the foreclosing party will deliver the forfeited AOL Time
       Warner series LMC common stock to AOL Time Warner for conversion
       into AOL Time Warner common stock.
 
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