SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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   Redemption or Exchange of Shares. AOL Time Warner will have the right to
redeem or exchange the AOL Time Warner series I preferred stock in the same
manner and under the same circumstances as it may redeem or exchange the AOL
Time Warner series E preferred stock, although AOL Time Warner will have the
right to redeem or exchange the AOL Time Warner series I preferred stock at any
time, and it will be required to deliver cash for all dividends that are in
arrears. For a description of the redemption and exchange provisions relating
to the AOL Time Warner series E preferred stock, see "AOL Time Warner Preferred
Stock--Series E Preferred Stock--Redemption or Exchange of Shares."     
   
   Holders of shares of AOL Time Warner series I preferred stock will have the
right to require AOL Time Warner to repurchase a pro rata portion of their
shares in the event of a repurchase of shares of AOL Time Warner common stock.
    
 Series J Preferred Stock
 
   Cash Dividends. Prior to May 2, 2000, holders of AOL Time Warner series J
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 May 2, 2000 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 May 2, 2000, holders of AOL Time Warner series J 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 May 2, 2000 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 J preferred stock will be entitled to
receive full accumulated cash dividends for all quarterly dividend periods
before any dividends are paid or declared on AOL Time Warner common stock or
any other stock of AOL Time Warner that is junior to the AOL Time Warner series
J preferred stock as to dividends.
   
   Distributions. Unlike holders of AOL Time Warner series E preferred stock,
AOL Time Warner series F preferred stock and AOL Time Warner series I preferred
stock, holders of AOL Time Warner series J preferred stock will not be entitled
to receive a pro rata distribution in the event AOL Time Warner distributes to
the holders of its common stock any assets or property, other than 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.     
   
   Rank. The AOL Time Warner series J 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 I preferred stock and any AOL Time Warner capital stock that is
designated as sharing ratably with the AOL Time Warner Series J preferred stock
as to dividends or upon liquidation. The AOL Time Warner Series J 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 J preferred stock as to
dividends or upon liquidation.     
 
 
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