SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
   
   AOL Time Warner. For a description of the authorized capital stock of AOL
Time Warner, see "Description of AOL Time Warner Capital Stock--Authorized
Capital Stock."     
 
Voting Rights
 
   America Online. Each holder of America Online common stock has the right to
cast one vote for each share of America Online common stock held of record on
all matters submitted to a vote of stockholders of America Online, including
the election of directors. Holders of America Online common stock have no
cumulative voting rights.
 
   Time Warner. Holders of Time Warner common stock, Time Warner series LMC
common stock, Time Warner series E preferred stock, Time Warner series F
preferred stock, Time Warner series I preferred stock and Time Warner series J
preferred stock vote together as one group on most matters, including the
election of directors. Holders of Time Warner series LMCN-V common stock vote
together as one group with holders of Time Warner common stock, Time Warner
series LMC common stock, Time Warner series E preferred stock, Time Warner
series F preferred stock, Time Warner series I preferred stock and Time Warner
series J preferred stock only in elections of directors. In voting, holders of
shares of Time Warner capital stock have a number of votes per share equal to:
 
  .  in the case of Time Warner common stock, one vote per share;
 
  .  in the case of Time Warner series LMC common stock, a number of votes
     per share equal to the product of the number of votes per share that may
     be cast by holders of Time Warner common stock multiplied by the LMC
     formula number in effect at the time of the vote;
     
  .  in the case of Time Warner series LMCN-V common stock, a number of votes
     per share equal to the product of the number of votes per share that may
     be cast by holders of Time Warner common stock multiplied by the LMCN-V
     formula number in effect at the time of the vote divided by 100;     
 
  .  in the case of Time Warner series E preferred stock, four votes per
     share;
 
  .  in the case of Time Warner series F preferred stock, four votes per
     share;
 
  .  in the case of Time Warner series I preferred stock, four votes per
     share; and
 
  .  in the case of Time Warner series J preferred stock, four votes per
     share.
   
   The LMC formula number for the Time Warner series LMC common stock is
identical to the LMC formula number that will be attributed to the AOL Time
Warner series LMC common stock. For a description of this LMC formula number,
see "Description of AOL Time Warner Capital Stock--AOL Time Warner Series
Common Stock--Series LMC Common Stock--LMC Formula Number." Similarly, the
LMCN-V formula number for the Time Warner series LMCN-V common stock is
identical to the LMCN-V formula number that will be attributed to the AOL Time
Warner series LMCN-V common stock. For a description of this LMCN-V formula
number, see "Description of AOL Time Warner Capital Stock--AOL Time Warner
Series Common Stock--Series LMCN-V Common Stock--LMCN-V Formula Number."     
 
   In addition, holders of shares of Time Warner series common stock and Time
Warner preferred stock have class voting rights that are identical to the class
voting rights that will be granted to the corresponding series of capital stock
of AOL Time Warner. For a description of these rights, see "Voting Rights" for
each of AOL Time Warner series LMC common stock, AOL Time Warner series LMCN-V
common stock, AOL Time Warner series E preferred stock, AOL Time Warner series
F preferred stock, AOL Time Warner series I preferred stock and AOL Time Warner
series J preferred stock under "Description of AOL Time Warner Capital Stock."
 
   AOL Time Warner.  Holders of AOL Time Warner common stock will have the
right to cast one vote for each share of AOL Time Warner common stock they hold
of record on all matters on which stockholders of AOL Time Warner are generally
entitled to vote.
 
                                      107