SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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AOL Time Warner Preferred Stock
 
 Series E Preferred Stock
 
   Cash Dividends. Prior to January 4, 2001, holders of AOL Time Warner series
E preferred stock will be entitled to receive, when declared by the board of
directors of AOL Time Warner out of funds legally available for payment, cash
dividends payable quarterly in a per share amount equal to the greater of:
     
  .  $0.9375, which is the equivalent of $3.75 per year; and     
 
  .  the product of the conversion rate in effect on the dividend payment
     date multiplied by the per share amount of regularly scheduled cash
     dividends paid on the AOL Time Warner common stock during the dividend
     period.
   
Dividends payable before January 4, 2001 will be cumulative and will accrue,
whether or not there are funds of AOL Time Warner legally available for the
payment of dividends and whether or not declared.     
   
   After January 4, 2001, holders of AOL Time Warner series E preferred stock
will be entitled to receive, when declared by the AOL Time Warner board of
directors out of funds legally available for payment, cash dividends payable
quarterly in a per share amount equal to the product of the conversion rate in
effect on the dividend payment date multiplied by the amount of regularly
scheduled cash dividends paid on the AOL Time Warner common stock during the
dividend period. Dividends payable on and after January 4, 2001 will be
cumulative but will accrue only to the extent that regularly scheduled cash
dividends are declared on the AOL Time Warner common stock.     
 
   Holders of AOL Time Warner series E preferred stock will be entitled to
receive full accumulated cash dividends for all quarterly dividend periods
before any dividends are declared or paid on AOL Time Warner common stock or
any other stock of AOL Time Warner that is junior to the AOL Time Warner series
E preferred stock as to dividends.
   
   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 conversion rate,
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 E preferred stock in
an amount equal to the amount that the holders of AOL Time Warner series E
preferred stock would have been entitled to receive had they converted their
shares of AOL Time Warner series E preferred stock into shares of AOL Time
Warner common stock immediately prior to the record date for the distribution.
       
   Rank. The AOL Time Warner series E preferred stock will rank on parity as to
dividends and upon liquidation with the shares of the AOL Time Warner series F
preferred stock, AOL Time Warner series I preferred stock, AOL Time Warner
series J preferred stock and any AOL Time Warner capital stock that is
designated as sharing ratably with the AOL Time Warner series E preferred stock
as to dividends or upon liquidation. The AOL Time Warner series E preferred
stock will have a preference as to dividends and upon liquidation over AOL Time
Warner common stock, AOL Time Warner series LMC common stock, AOL Time Warner
series LMCN-V common stock and any AOL Time Warner capital stock that is
designated as junior to the AOL Time Warner series E preferred stock as to
dividends or upon liquidation.     
   
   Voting Rights; Ability to Appoint Directors. Each outstanding share of AOL
Time Warner series E preferred stock initially will be entitled to six votes
per share, subject to adjustment in the same manner as the conversion rate.
       
   Holders of AOL Time Warner series E preferred 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 E preferred stock will vote
together as one group with holders of AOL Time Warner common stock and any     
 
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