SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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   Voting Rights; Ability to Appoint Directors. Holders of AOL Time Warner
series J preferred stock will generally be entitled to the same voting rights
and rights to appoint directors as holders of AOL Time Warner series E
preferred stock, except that the vote of at least two-thirds of the voting
power of all shares of AOL Time Warner series J 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 J preferred stock, or reclassify any AOL Time
     Warner capital stock that is junior to, or on parity with, the AOL Time
     Warner series J preferred stock, to be senior to the AOL Time Warner
     series J 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 J preferred stock,
     in such a way as to materially and adversely affect the preferences,
     special rights, powers or privileges of the AOL Time Warner series J
     preferred stock.     
   
In addition, the vote of holders of AOL Time Warner series J common stock will
not be required to authorize, designate or issue additional shares of AOL Time
Warner series J preferred stock under any circumstances.     
   
   Conversion Rights. The AOL Time Warner series J 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 J preferred stock
will be initially convertible into 6.24792 shares of AOL Time Warner common
stock.     
 
   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;
 
  .  combinations, subdivisions and reclassifications of AOL Time Warner
     common stock;
     
  .  the issuance by AOL Time Warner of rights or warrants to all holders of
     AOL Time Warner common stock entitling them to subscribe for or purchase
     shares of AOL Time Warner common stock or a security convertible into
     shares of AOL Time Warner common stock at a price per share that is less
     than the market price of the AOL Time Warner common stock on the record
     date for the issuance; and     
     
  .  the distribution by AOL Time Warner of assets or property to all holders
     of AOL Time Warner common stock, in each case not including a regularly
     scheduled cash dividend, a common stock dividend that results in an
     adjustment of the conversion rate or a distribution of a right or
     warrant to purchase securities of AOL Time Warner, although no
     adjustment will be made in the event of a distribution of rights to
     purchase securities of AOL Time Warner if holders of shares of AOL Time
     Warner series J preferred stock would receive rights upon conversion of
     their shares.     
         
In the event of:
     
  .  a consolidation or merger of AOL Time Warner with another entity such
     that AOL Time Warner is not the surviving entity or that results in a
     change in the AOL Time Warner common stock; or     
     
  .  a transaction in which the shares of AOL Time Warner common stock will
     cease to be registered under the Securities Exchange Act of 1934 and AOL
     Time Warner sells all or substantially all its property and assets to
     another entity,     
   
then each share of AOL Time Warner series J preferred stock will be convertible
into the number of shares of capital stock or other property received by a
holder of a number of shares of AOL Time Warner common stock into which the
share of AOL Time Warner series J preferred stock could have been converted
immediately before the transaction.     
 
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