SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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 Series I Preferred Stock
   
   Cash Dividends. Holders of AOL Time Warner series I preferred stock will be
entitled to the same cash dividend rights as holders of AOL Time Warner series
F preferred stock. For a description of these rights, see "AOL Time Warner
Preferred Stock--Series F Preferred Stock--Cash Dividends."     
   
   Distributions. Holders of AOL Time Warner series I preferred stock will be
entitled to the same distribution rights as holders of AOL Time Warner series F
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 I 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 F 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 I preferred stock
as to dividends or upon liquidation. The AOL Time Warner series I 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 I preferred stock as to
dividends or upon liquidation.     
 
   Voting Rights; Ability to Appoint Directors. Holders of AOL Time Warner
series I 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,
with the exception that the vote of the holders of AOL Time Warner series I
preferred stock will not be required for AOL Time Warner to authorize,
designate or issue additional shares of AOL Time Warner series I preferred
stock under any circumstances. For a description of these rights, see "AOL Time
Warner Preferred Stock--Series E Preferred Stock--Voting Rights; Ability to
Appoint Directors."
 
   Conversion Rights. The AOL Time Warner series I 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 I preferred stock
will be initially convertible into 6.24792 shares of AOL Time Warner common
stock plus a number of shares of AOL Time Warner common stock equal to the
ratio of:
 
  .  the accrued and unpaid dividends on the share of AOL Time Warner series
     I preferred stock, adjusted either to:
 
    .  subtract a proportionate amount of any regular quarterly dividends
       paid in cash on shares of AOL Time Warner common during the most
       recent dividend period; or
 
    .  add a proportionate amount of any regular quarterly dividends to be
       paid in cash on shares of AOL Time Warner common stock prior to the
       conversion date; divided by
 
  .  the closing price of shares of AOL Time Warner common stock on the last
     trading day prior to the conversion date.
 
AOL Time Warner may, at its option, pay cash rather than issue shares of AOL
Time Warner common stock for any accrued and unpaid dividends or fractional
shares.
   
   Conversion Rate Adjustments. The conversion rate adjustments applicable to
the AOL Time Warner series I preferred stock will be substantially 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 I preferred stock will
be entitled to liquidation rights that are substantially the same as those of
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--
Liquidation Rights."
 
 
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