SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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   Each Share of the Specified       Number and Class or Series of Shares of
 Class or Series of Time Warner     Holdco Capital Stock Into Which Converted
          Capital Stock
 
Time Warner Series E Convertible
 Preferred Stock, par value
 $0.10 per share ("Time Warner     One share of Series E Convertible Preferred
 Series E Preferred Stock")......  Stock, par value $0.10 per share, of Holdco
                                   ("Holdco Series E Preferred Stock")
 
Time Warner Series F Convertible
 Preferred Stock, par value
 $0.10 per share ("Time Warner     One share of Series F Convertible Preferred
 Series F Preferred Stock")......  Stock, par value $0.10 per share, of Holdco
                                   ("Holdco Series F Preferred Stock")
 
Time Warner Series I Convertible
 Preferred Stock, par value
 $0.10 per share ("Time Warner     One share of Series I Convertible Preferred
 Series I Preferred Stock")......  Stock, par value $0.10 per share, of Holdco
                                   ("Holdco Series I Preferred Stock")
 
Time Warner Series J Convertible
 Preferred Stock, par value
 $0.10 per share ("Time Warner
 Series J Preferred Stock" and
 together, with Time Warner
 Series E Preferred Stock, Time
 Warner Series F Preferred Stock
 and Time Warner Series I          One share of Series J Convertible Preferred
 Preferred Stock, the "Time        Stock, par value $0.10 per share, of Holdco
 Warner Preferred Stock")........  ("Holdco Series J Preferred Stock" and,
                                   together with Holdco Common Stock, Holdco
                                   Series LMCN-V Common Stock, Holdco Series
                                   LMC Common Stock, Holdco Series E Preferred
                                   Stock, Holdco Series F Preferred Stock and
                                   Holdco Series I Preferred Stock, the
                                   "Holdco Capital Stock")
 
   The Time Warner Series LMCN-V Common Stock and the Time Warner Series LMC
Common Stock are referred to herein collectively as the "Time Warner Series
Common Stock." The Time Warner Common Stock, the Time Warner Series Common
Stock and the Time Warner Preferred Stock are referred to herein collectively
as the "Time Warner Capital Stock." The shares of Holdco Capital Stock into
which shares of Time Warner Capital Stock are converted pursuant to the
foregoing are referred to herein collectively as the "Time Warner Merger
Consideration."
 
   As a result of the Time Warner Merger and without any action on the part of
the holders thereof, at the Effective Time, all shares of Time Warner Capital
Stock shall cease to be outstanding and shall be canceled and retired and shall
cease to exist, and each holder of a certificate which immediately prior to the
Effective Time represented any such shares of Time Warner Capital Stock (such
certificate or other evidence of ownership, a "Time Warner Certificate") shall
thereafter cease to have any rights with respect to such shares of Time Warner
Capital Stock, except the right (subject to Section 2.7(b) and Section 2.10) to
receive the applicable Time Warner Merger Consideration with respect thereto
and any cash in lieu of fractional shares of applicable Holdco Capital Stock
with respect thereto to be issued in consideration therefor and any dividends
or other distributions to which holders of Time Warner Capital Stock become
entitled all in accordance with Article III upon the surrender of such Time
Warner Certificate.
 
 
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