SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
   
   Liquidation Rights. Holders of AOL Time Warner Series J 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--Liquidation Rights."     
   
   Redemption or Exchange of Shares. On or after May 2, 2000 and so long as the
closing price of shares of AOL Time Warner common stock has been, for a
specified period of time, equal to or greater than 125% of the conversion price
in effect at the time of redemption or exchange, AOL Time Warner will have the
right to:     
     
  .  redeem all or any part of the outstanding shares of AOL Time Warner
     series J preferred stock for a cash redemption price per share equal to
     the liquidation value, which initially will be $100, plus any accrued
     and unpaid dividends;     
     
  .  exchange all or any part of the outstanding shares of AOL Time Warner
     series J preferred stock for shares of AOL Time Warner common stock
     having a current market price that is equal to the liquidation value
     plus any accrued and unpaid dividends; or     
     
  .  a combination of a redemption and exchange.     
 
In addition, so long as all dividends with respect to shares of AOL Time Warner
series J preferred stock accrued through the dividend payment date immediately
prior to the date fixed for exchange have been declared and paid, AOL Time
Warner will have the right to exchange shares of AOL Time Warner series J
preferred stock for shares of AOL Time Warner common stock at a rate of
exchange per $100 of liquidation value equal to the conversion rate in effect
at the time of exchange.
 
   If less than all of the outstanding shares of AOL Time Warner series J
preferred stock are to be redeemed or exchanged, the shares to be redeemed or
exchanged 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.
 
Transfer Agent
   
   The transfer agent and registrar for the AOL Time Warner common stock will
be [   ]. The transfer agent and registrar for the AOL Time Warner series LMC
common stock, AOL Time Warner series LMCN-V common stock and AOL Time Warner
preferred stock will be an assistant secretary of AOL Time Warner.     
 
Anti-Takeover Considerations
   
   Delaware law and the AOL Time Warner restated certificate of incorporation
and restated by-laws will contain a number of provisions which may have the
effect of discouraging transactions that involve an actual or threatened change
of control of AOL Time Warner. For a description of the provisions, see
"Comparison of Rights of AOL Time Warner Stockholders, America Online
Stockholders and Time Warner Stockholders--Amendments to By-laws," "--
Amendments to Certificates of Incorporation" and "--State Anti-Takeover
Statutes."     
 
                                      105