SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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             COMPARISON OF RIGHTS OF AOL TIME WARNER STOCKHOLDERS,
            AMERICA ONLINE STOCKHOLDERS AND TIME WARNER STOCKHOLDERS
 
   AOL Time Warner, America Online and Time Warner are all organized under the
laws of the State of Delaware. Any differences, therefore, in the rights of
holders of AOL Time Warner capital stock, America Online capital stock and Time
Warner capital stock arise primarily from differences in their respective
restated certificates of incorporation, restated by-laws and rights agreements.
Upon completion of the merger, holders of America Online common stock and
holders of Time Warner capital stock will become holders of AOL Time Warner
capital stock and their rights will be governed by Delaware law, the AOL Time
Warner restated certificate of incorporation and the AOL Time Warner restated
by-laws.
   
   This section of the proxy statement-prospectus describes the material
differences between the rights of America Online stockholders and Time Warner
stockholders. This section also includes a brief description of the material
rights that AOL Time Warner stockholders are expected to have following
completion of the merger, although in some cases the board of directors of AOL
Time Warner retains the discretion to alter those rights without stockholder
consent. This section does not include a complete description of all
differences among the rights of these stockholders, nor does it include a
complete description of the specific rights of these stockholders. In addition,
the identification of some of the differences in the rights of these
stockholders as material is not intended to indicate that other differences
that are equally important do not exist. All America Online stockholders and
Time Warner stockholders are urged to read carefully the relevant provisions of
Delaware law, as well as the restated certificates of incorporation and
restated by-laws of each of America Online, Time Warner and AOL Time Warner.
Copies of the forms of restated certificate of incorporation and restated by-
laws for AOL Time Warner are attached to this joint proxy statement-prospectus
as Annexes G and H, respectively. Copies of the restated certificates of
incorporation and restated by-laws of America Online and Time Warner will be
sent to America Online stockholders and Time Warner stockholders, as
applicable, upon request. See "Where You Can Find More Information."     
 
Capitalization
 
   America Online. The authorized capital stock of America Online consists of:
 
  .  6,000,000,000 shares of America Online common stock; and
 
  .  5,000,000 shares of America Online preferred stock, of which 500,000
     shares have been designated as America Online series A-1 preferred stock
     under the America Online stockholders rights plan.
 
 
   Time Warner. The authorized capital stock of Time Warner consists of:
 
  .  5,000,000,000 shares of Time Warner common stock;
 
  .  600,000,000 shares of Time Warner series common stock, of which:
 
    .  140,000,000 shares have been designated as Time Warner series LMC
       common stock; and
 
    .  140,000,000 shares have been designated as Time Warner series LMCN-V
       common stock;
 
  .  250,000,000 shares of Time Warner preferred stock, of which:
 
    .  8,000,000 shares have been designated as Time Warner series A
       preferred stock under the Time Warner rights plan;
       
    .  3,250,000 shares have been designated as Time Warner series E
       convertible preferred stock;     
       
    .  3,100,000 shares have been designated as Time Warner series F
       convertible preferred stock;     
       
    .  7,000,000 shares have been designated as Time Warner series I
       convertible preferred stock; and     
       
    .  3,350,000 shares have been designated as Time Warner series J
       convertible preferred stock.     
 
 
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