SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
                                                                              10

          Number by reason of such dividend with respect to the Common Stock.

               (f) If a distribution is made in accordance with the provisions
     of Section 2.2, anything in this Section 2.4 to the contrary
     notwithstanding, no adjustment pursuant to this Section 2.4 shall be
     effected by reason of the distribution of such assets, property,
     securities, rights, options or warrants or the subsequent modification,
     exercise, expiration or termination of such securities, rights, options or
     warrants.


          3.  Conversion at the Option of the Holder.
              -------------------------------------- 

          3.1  Each holder of a share of this Series shall have the right at any
time to convert such share of this Series into either: (i) a number of shares of
Common Stock per share of this Series equal to the Formula Number in effect on
the Conversion Date or (ii) one share of Series LMCN-V Common Stock per share of
this Series; provided, however, that such holder may convert shares of this
             --------  -------                                             
Series only to the extent that the ownership by such holder or its designee of
the shares of Common Stock or Series LMCN-V Common Stock issuable upon such
conversion would not violate the Communications Laws.

          3.2  No adjustments in respect of payments of dividends on shares of
this Series surrendered for conversion or any dividend on the Common Stock or
Series LMCN-V Common Stock issued upon conversion shall be made upon the
conversion of any shares of this Series (it being understood that if the
Conversion Date for shares of this Series occurs after the Record Date and prior
to the Dividend Payment Date of any such dividend, the holders of record of
shares of this Series on such Record Date shall be entitled to receive the
dividend payable with respect to such shares on the related Dividend Payment
Date pursuant to Section 2.1).

          3.3  The Corporation may, but shall not be required to, in connection
with any conversion of shares of this Series into shares of Common Stock, issue
a fraction of a share of Common Stock, and if the Corporation shall determine
not to issue any such fraction, the Corporation shall make a cash payment
(rounded to the nearest cent) equal to such fraction multiplied by the Closing
                                                     ---------- --            
Price of the Common Stock on the last Trading Day prior to the Conversion Date.
The Corporation shall issue a fraction of a share of Series LMCN-V Common Stock
in order to effect a