SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
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 LMCN-V 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 LMCN-V 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 LMCN-V 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 LMCN-V common
stock in an amount equal to the amount that the holders of AOL Time Warner
series LMCN-V common stock would have been entitled to receive had they
converted their shares of AOL Time Warner series LMCN-V common stock into
shares of AOL Time Warner common stock immediately prior to the record date
for the distribution.
 
   Conversion Rights. Holders of AOL Time Warner series LMCN-V 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 LMCN-V
formula number in effect on the conversion date; or     
 
   .  one share of AOL Time Warner series LMC common stock.
   
Each holder of AOL Time Warner series LMCN-V common stock may convert shares
of AOL Time Warner series LMCN-V common stock into shares of AOL Time Warner
common stock or AOL Time Warner series LMC 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 LMC 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 LMCN-V 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 LMCN-V 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 LMCN-V 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 LMCN-V formula number in effect on the date of the distribution.
   
   Transfer Restriction. Holders of AOL Time Warner series LMCN-V 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 LMCN-V common stock to any person other than a
"permitted transferee." The transfer restriction applicable to holders of AOL
Time Warner series LMCN-V common stock is identical to the transfer
restriction applicable to holders of AOL Time Warner series LMC common stock.
See "AOL Time Warner Series LMC Common Stock--Transfer Restriction."     
 
 
                                      97