SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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 Series LMCN-V Common Stock     
   
   LMCN-V Formula Number. Shares of AOL Time Warner series LMCN-V 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 LMCN-V common stock. We refer to this formula number as the
"LMCN-V formula number." The LMCN-V 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. Holders of AOL Time Warner series LMCN-V common stock will be
entitled to vote together as one group with holders of AOL Time Warner common
stock in the election of directors of AOL Time Warner, and they will have the
right to cast a number of votes per share 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 LMCN-V formula number
     in effect at the time of the vote; divided by
 
  .  100.
 
   A vote of at least two-thirds of the voting power of all shares of AOL Time
Warner series LMCN-V 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 LMCN-V common stock, to:
     
  .  amend, alter or repeal any of the powers, preferences or rights of the
     AOL Time Warner series LMCN-V common stock or series LMC 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 LMCN-V common stock or series LMC common stock.
   
In addition, the affirmative vote of holders of shares of AOL Time Warner
series LMCN-V common stock representing 100% of the aggregate voting power of
the outstanding shares of AOL Time Warner series LMCN-V 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 LMCN-V common stock.     
 
   The vote of the holders of shares of AOL Time Warner series LMCN-V 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 LMCN-V 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 LMCN-V common stock.
 
   Cash Dividends. Holders of AOL Time Warner series LMCN-V 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
 
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