SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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   Holders of AOL Time Warner series F 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
F preferred stock as to dividends.     
 
   Distributions. Holders of AOL Time Warner series F preferred stock will be
entitled to the same distribution rights as holders of AOL Time Warner series E
preferred stock. For a description of these rights, see "AOL Time Warner
Preferred Stock--Series E Preferred Stock--Distributions."
   
   Rank. The AOL Time Warner series F preferred stock will rank on parity as to
dividends and upon liquidation with the shares of the AOL Time Warner series E
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 F preferred stock
as to dividends or upon liquidation. The AOL Time Warner series F 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 F preferred stock as to
dividends or upon liquidation.     
 
   Voting Rights; Ability to Appoint Directors. Holders of AOL Time Warner
series F preferred stock will be entitled to the same voting rights and rights
to appoint directors as holders of AOL Time Warner series E preferred stock.
For a description of these rights, see "AOL Time Warner Preferred Stock--Series
E Preferred Stock--Voting Rights; Ability to Appoint Directors."
 
   Conversion Rights. Holders of AOL Time Warner series F preferred stock will
be entitled to the same conversion rights as holders of AOL Time Warner series
E preferred stock. For a description of these rights, see "AOL Time Warner
Preferred Stock--Series E Preferred Stock--Conversion Rights."
 
   Conversion Rate Adjustments. The conversion rate adjustments applicable to
the AOL Time Warner series F preferred stock will be the same as those
applicable to the conversion rate for the AOL Time Warner series E preferred
stock. For a description of these adjustments, see "AOL Time Warner Preferred
Stock--Series E Preferred Stock--Conversion Rate Adjustments."
 
   Liquidation Rights. Holders of AOL Time Warner series F preferred stock will
be entitled to the same liquidation rights as holders of AOL Time Warner series
E preferred stock. For a description of these rights, see "AOL Time Warner
Preferred Stock--Series E Preferred Stock--Conversion Rights."
   
   Redemption or Exchange of Shares. AOL Time Warner will have the right to
redeem all, or any part, of the outstanding shares of AOL Time Warner series F
preferred stock at any time on or after January 4, 2001. AOL Time Warner will
have the right to exchange AOL Time Warner common stock for all of the
outstanding shares of AOL Time Warner series F preferred stock at any time. In
addition, AOL Time Warner may engage in a combination of a redemption and an
exchange at any time on or after January 4, 2001.     
 
   The redemption price for each share of AOL Time Warner series F preferred
stock called for redemption will be equal to the liquidation value, plus any
accrued and unpaid dividends. The exchange rate for each share of AOL Time
Warner series F preferred stock will equal 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 F preferred stock, exchange the AOL Time Warner series F
preferred stock or effectuate any combination of a redemption and exchange.
    
   If less than all of the outstanding shares of AOL Time Warner series F
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 determined by the AOL Time
Warner board of directors to be equitable.
 
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