SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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  .  combinations, subdivisions and reclassifications of AOL Time Warner
     common stock.
   
   In the event of a change of control with respect to AOL Time Warner, the
conversion rate will be adjusted in one of two ways. If the change of control
event involves a qualifying change in the AOL Time Warner board of directors,
then the conversion rate will be adjusted to reflect any decrease in the market
value of AOL Time Warner common stock that preceded the change of control
event. If the change of control event involves the acquisition by a person of
40% or more of the outstanding shares of AOL Time Warner common stock, then the
conversion rate will adjusted in the same manner specified in the preceding
sentence or, if greater, it will be adjusted so that holders of AOL Time Warner
series E preferred stock will receive, upon conversion, that number of
additional shares of AOL Time Warner common stock representing the premium
paid, if any, to holders of AOL Time Warner common stock in connection with the
change of control event.     
   
   If AOL Time Warner consolidates or merges with another entity such that AOL
Time Warner is not the surviving entity or that 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
E preferred 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 share of AOL Time Warner series E
preferred stock could have been converted immediately before the transaction.
       
   Liquidation Rights. In the event of a liquidation of AOL Time Warner, the
holders of AOL Time Warner series E preferred stock will be entitled to
receive, before any distribution is made to the holders of AOL Time Warner
common stock, AOL Time Warner series LMC common stock, AOL Time Warner series
LMCN-V common stock or any other stock ranking junior to the AOL Time Warner
series E preferred stock upon liquidation, a $100 per share liquidation
preference, plus accrued and unpaid dividends.     
 
   Redemption or Exchange of Shares. AOL Time Warner will have the right, on or
after January 4, 2001, to:
     
  .  redeem all, or any part, of the outstanding shares of AOL Time Warner
     series E preferred stock for a cash redemption price equal to the
     liquidation value, plus any accrued and unpaid dividends; or     
 
  .  exchange a number of shares of AOL Time Warner common stock for all of
     the outstanding shares of AOL Time Warner series E preferred stock at a
     rate equal to the conversion rate, plus either cash or AOL Time Warner
     common stock equal to the amount of accrued and unpaid dividends.
   
  On the date fixed for redemption or exchange, AOL Time Warner may redeem the
AOL Time Warner series E preferred stock, exchange the AOL Time Warner series E
preferred stock or effectuate any combination of a redemption and exchange.
    
   If less than all of the outstanding shares of AOL Time Warner series E
preferred stock are to be redeemed, the shares to be redeemed will be selected
by lot or pro rata or by any other method as may be determined by the AOL Time
Warner board of directors to be equitable.
 
 Series F Preferred Stock
   
   Cash Dividends. Holders of AOL Time Warner series F 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 dividends paid on the shares of AOL
     Time Warner common stock during the dividend period.     
 
Dividends will be cumulative but will accrue only to the extent that regularly
scheduled cash dividends are declared on the AOL Time Warner common stock.
 
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