SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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amount equal to the cash that such holder has the right to receive pursuant to
the provisions of this Article III, including cash in lieu of any fractional
shares of Holdco Capital Stock pursuant to Section 3.5 and dividends and other
distributions pursuant to Section 3.3. No interest will be paid or will accrue
on any cash payable pursuant to Section 3.3 or 3.5. In the event of a transfer
of ownership of Time Warner Capital Stock which is not registered in the
transfer records of Time Warner or a transfer of ownership of America Online
Common Stock which is not registered in the transfer records of America Online,
one or more shares of Holdco Capital Stock evidencing, in the aggregate, the
proper number of shares of Holdco Capital Stock, a check in the proper amount
of cash in lieu of any fractional shares of Holdco Capital Stock pursuant to
Section 3.5 and any dividends or other distributions to which such holder is
entitled pursuant to Section 3.3, may be issued with respect to such Time
Warner Capital Stock or America Online Common Stock to such a transferee if the
Certificate representing such shares of Time Warner Capital Stock or America
Online Common Stock is presented to the Exchange Agent, accompanied by all
documents required to evidence and effect such transfer and to evidence that
any applicable stock transfer taxes have been paid.
 
   3.3 Distributions with Respect to Unexchanged Shares. No dividends or other
distributions with a record date after the Effective Time shall be paid to the
holder of any unsurrendered Certificate with respect to the shares of Holdco
Capital Stock that such holder would be entitled to receive upon surrender of
such Certificate and no cash payment in lieu of fractional shares of Holdco
Capital Stock shall be paid to any such holder pursuant to Section 3.5 until
such holder shall surrender such Certificate in accordance with Section 3.2.
Subject to the effect of applicable laws, following surrender of any such
Certificate, there shall be paid to the record holder thereof without interest,
(a) promptly after the time of such surrender, the amount of any cash payable
in lieu of fractional shares of Holdco Capital Stock to which such holder is
entitled pursuant to Section 3.5 and the amount of dividends or other
distributions with a record date after the Effective Time theretofore paid with
respect to such whole shares of Holdco Capital Stock and (b) at the appropriate
payment date, the amount of dividends or other distributions with a record date
after the Effective Time and a payment date subsequent to such surrender
payable with respect to such shares of Holdco Capital Stock.
 
   3.4 No Further Ownership Rights in Time Warner Capital Stock or America
Online Common Stock. All shares of Holdco Capital Stock issued and cash paid
upon conversion of shares of Time Warner Capital Stock or America Online Common
Stock in accordance with the terms of Article II and this Article III
(including any cash paid pursuant to Section 3.3 or 3.5) shall be deemed to
have been issued or paid in full satisfaction of all rights pertaining to the
shares of Time Warner Capital Stock or America Online Common Stock.
 
  3.5 No Fractional Shares of Holdco Capital Stock.
 
   (a) No certificates or scrip or shares of Holdco Capital Stock representing
fractional shares of Holdco Capital Stock or book-entry credit of the same
shall be issued upon the surrender for exchange of Certificates and such
fractional share interests will not entitle the owner thereof to vote or to
have any rights of a stockholder of Holdco or a holder of shares of Holdco
Capital Stock.
 
   (b) Notwithstanding any other provision of this Agreement, each holder of
shares of Time Warner Common Stock or Time Warner Series Common Stock exchanged
pursuant to the Time Warner Merger who would otherwise have been entitled to
receive a fraction of a share of Holdco Common Stock or Holdco Series Common
Stock (determined after taking into account all Certificates delivered by such
holder) shall receive, in lieu thereof, cash (without interest) in an amount
equal to the product of (i) such fractional part of a share of Holdco Common
Stock or Holdco Series Common Stock multiplied by (ii) the closing price for a
share of Holdco Common Stock as reported on the New York Stock Exchange, Inc.
("NYSE") Composite Transactions Tape on the first trading day following the
date on which the Effective Time occurs. As promptly as practicable after the
determination of the amount of cash, if any, to be paid to holders of
fractional interests, the Exchange Agent shall so notify Holdco, and Holdco
shall deposit such amount with the Exchange Agent and shall cause the Exchange
Agent to forward payments to such holders of fractional interests subject to
and in accordance with the terms hereof.
 
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