SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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                                    Annex G

 
                     RESTATED CERTIFICATE OF INCORPORATION
 
                                       OF
 
                              AOL TIME WARNER INC.
 
                                   ARTICLE I
 
   The name of the corporation (hereinafter called the "Corporation") is AOL
TIME WARNER INC.
 
                                   ARTICLE II
 
   The address of the corporation's registered office in the State of Delaware
is 1013 Centre Road, City of Wilmington, County of New Castle. The name of the
Corporation's registered agent at such address is Corporation Service Company.
 
                                  ARTICLE III
 
   The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
the State of Delaware.
 
                                   ARTICLE IV
 
   SECTION 1. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 27.55 billion shares, consisting
of (1) 750 million shares of Preferred Stock, par value $0.10 per share
("Preferred Stock") (2) 25 billion shares of Common Stock, par value $0.01 per
share("Common Stock"), and (3) 1.8 billion shares of Series Common Stock, par
value $0.01 per share ("Series Common Stock"). The number of authorized shares
of any of the Preferred Stock, the Common Stock or the Series Common Stock may
be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority in voting
power of the stock of the Corporation entitled to vote thereon irrespective of
the provisions of Section 242(b)(2) of the General Corporation Law of the State
of Delaware (or any successor provision thereto), and no vote of the holders of
any of the Preferred Stock, the Common Stock or the Series Common Stock voting
separately as a class shall be required therefor.
 
 
   SECTION 2. The Board of Directors of the Corporation (the "Board of
Directors") is hereby expressly authorized, by resolution or resolutions, to
provide, out of the unissued shares of Preferred Stock, for series of Preferred
Stock and, with respect to each such series, to fix the number of shares
constituting such series and the designation of such series, the voting powers
(if any) of the shares of such series, and the preferences and relative,
participating, optional or other special rights, if any, and any
qualifications, limitations or restrictions thereof, of the shares of such
series. The powers, preferences and relative, participating, optional and other
special rights of each series of Preferred Stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding.
 
   SECTION 3. The Board of Directors is hereby expressly authorized, by
resolution or resolutions, to provide, out of the unissued shares of Series
Common Stock, for series of Series Common Stock and, with respect to each such
series, to fix the number of shares constituting such series and the
designation of such series, the voting powers (if any) of the shares of such
series, and the preferences and relative, participating, optional or other
special rights, if any, and any qualifications, limitations or restrictions
thereof, of the shares of such series. The powers, preferences and relative,
participating, optional and other special rights of each series of Series
Common Stock, and the qualifications, limitations or restrictions thereof, if
any, may differ from those of any and all other series at any time outstanding.
 
                                      G-1