SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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     (d) at least 30 days' written notice of the Redemption Date shall be
  given to the record holders of the shares selected to be redeemed (unless
  waived in writing by such holder); provided that the Redemption Date may be
  the date on which written notice shall be given to record holders if the
  cash or Redemption Securities necessary to effect the redemption shall have
  been deposited in trust for the benefit of such record holders and subject
  to immediate withdrawal by them upon surrender of the stock certificates
  for their shares to be redeemed;
 
     (e) from and after the Redemption Date, any and all rights of whatever
  nature, which may be held by the owners of shares selected for redemption
  (including without limitation any rights to vote or participate in
  dividends declared on stock of the same class or series as such shares),
  shall cease and terminate and they shall thenceforth be entitled only to
  receive the cash or Redemption Securities payable upon redemption; and
 
     (f) such other terms and conditions as the Board of Directors shall
  determine.
 
   For purposes of this Section 5:
 
     (i) "Disqualified Holder" shall mean any holder of shares of stock of
  the Corporation of any class or series whose holding of such stock may
  result in the loss of any license or franchise from any governmental agency
  held by the Corporation or any Subsidiary to conduct any portion of the
  business of the Corporation or any Subsidiary.
 
     (ii) "Fair Market Value" of a share of the Corporation's stock of any
  class or series shall mean the average (unweighted) Closing Price for such
  a share for each of the 45 most recent days on which shares of stock of
  such class or series shall have been traded preceding the day on which
  notice of redemption shall be given pursuant to paragraph (d) of this
  Section 5; provided, however, that if shares of stock of such class or
  series are not traded on any securities exchange or in the over-the-counter
  market, "Fair Market Value" shall be determined by the Board of Directors
  in good faith; and provided further, however, that "Fair Market Value" as
  to any stockholder who purchased his stock within 120 days of a Redemption
  Date need not (unless otherwise determined by the Board of Directors)
  exceed the purchase price paid by him. "Closing Price" on any day means the
  reported last sales price regular way or, in case no such sale takes place,
  the average of the reported closing bid and asked prices regular way on the
  New York Stock Exchange Composite Tape, or, if stock of the class or series
  in question is not quoted on such Composite Tape, on the New York Stock
  Exchange, or, if such stock is not listed on such exchange, on the
  principal United States registered securities exchange on which such stock
  is listed, or, if such stock is not listed on any such exchange, the
  highest closing sales price or bid quotation for such stock on The Nasdaq
  Stock Market or any system then in use, or if no such prices or quotations
  are available, the fair market value on the day in question as determined
  by the Board of Directors in good faith.
 
     (iii) "Redemption Date" shall mean the date fixed by the Board of
  Directors for the redemption of any shares of stock of the Corporation
  pursuant to this Section 5.
 
     (iv) "Redemption Securities" shall mean any debt or equity securities of
  the Corporation, any Subsidiary or any other corporation, or any
  combination thereof, having such terms and conditions as shall be approved
  by the Board of Directors and which, together with any cash to be paid as
  part of the redemption price, in the opinion of any nationally recognized
  investment banking firm selected by the Board of Directors (which may be a
  firm which provides other investment banking, brokerage or other services
  to the Corporation), has a value, at the time notice of redemption is given
  pursuant to paragraph (d) of this Section 5, at least equal to the Fair
  Market Value of the shares to be redeemed pursuant to this Section 5
  (assuming, in the case of Redemption Securities to be publicly traded, such
  Redemption Securities were fully distributed and subject only to normal
  trading activity).
 
     (v) "Subsidiary" shall mean any corporation more than 50% of whose
  outstanding stock having ordinary voting power in the election of directors
  is owned by the Corporation, by a Subsidiary or by the Corporation and one
  or more Subsidiaries.
 
 
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