SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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other class or series of AOL Time Warner capital stock that is entitled to vote
with AOL Time Warner common stock. A vote of at least two-thirds of the voting
power of all shares of AOL Time Warner series E preferred stock that are
outstanding will be necessary in order to:
     
  .  authorize any AOL Time Warner capital stock that will be senior to the
     AOL Time Warner series E preferred stock, or reclassify, by merger,
     consolidation or otherwise, any AOL Time Warner capital stock that is
     junior to, or on a parity with, the AOL Time Warner series E preferred
     stock, to be senior to the AOL Time Warner series E preferred stock with
     respect to the payment of dividends or any other distribution of assets;
         
  .  merge or consolidate with any entity where the surviving corporation
     will have any newly authorized capital stock that is senior to the AOL
     Time Warner series E preferred stock with respect to the payment of
     dividends or any other distribution of assets; or
 
  .  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 E preferred stock,
     in such a way to 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 E preferred stock.
 
   The vote of the holders of shares of AOL Time Warner series E preferred
stock will not be required for AOL Time Warner to:
 
  .  create any indebtedness;
     
  .  authorize or issue any class of capital stock that is junior to, or on a
     parity with, AOL Time Warner series E preferred stock with respect to
     the payment of dividends or any other distribution of assets;     
     
  .  under specified circumstances, authorize, designate or issue additional
     shares of AOL Time Warner series E preferred stock; or     
     
  .  authorize or issue any other shares of AOL Time Warner preferred stock.
            
   In the event the dividends payable on shares of AOL Time Warner series E
preferred stock have been in arrears and unpaid in an aggregate amount equal to
or exceeding the amount of dividends payable on the AOL Time Warner series E
preferred stock for six quarterly dividend periods, then the number of
directors constituting the AOL Time Warner board of directors will increase by
two and the holders of AOL Time Warner series E preferred stock, voting
together as one group with any shares of stock on a parity with the AOL Time
Warner series E preferred stock as to which dividends are similarly in arrears,
will have the right to elect two directors to the AOL Time Warner board of
directors. This right to elect two directors will continue until all dividends
in arrears on the AOL Time Warner series E preferred stock have been paid in
full and all dividends payable on the shares of AOL Time Warner series E
preferred stock have been paid in full, or funds have been set aside for
payment, for four subsequent consecutive dividend periods.     
   
   Conversion Rights. The AOL Time Warner series E preferred stock will be
convertible at any time at the option of the holder into shares of AOL Time
Warner common stock. Each share of AOL Time Warner series E preferred stock
will be initially convertible into 6.24792 shares of AOL Time Warner common
stock. In addition, upon conversion, each share of AOL Time Warner series E
preferred stock will be entitled to receive a number of shares of AOL Time
Warner common stock with a value equal to the amount of accrued and unpaid
dividends to the most recent scheduled dividend payment date for that share.
AOL Time Warner may, at its option, pay cash or issue AOL Time Warner common
stock for any accrued and unpaid dividends or fractional shares. The conversion
price of the series E preferred stock will be the liquidation value, which
initially will be $100, divided by the conversion rate in effect at the time of
the conversion.     
 
   Conversion Rate Adjustments. The conversion rate will be subject to
adjustment upon the occurrence of specified events, including:
 
  .  the payment by AOL Time Warner of dividends with respect to AOL Time
     Warner common stock that are payable in shares of AOL Time Warner common
     stock; and
 
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