SEC Filings

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


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                                                                     EXHIBIT 3.8

                CERTIFICATE OF THE VOTING POWERS, DESIGNATIONS,
           PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
               SPECIAL RIGHTS, AND QUALIFICATIONS, LIMITATIONS OR
                 RESTRICTIONS THEREOF, OF SERIES J CONVERTIBLE
                                PREFERRED STOCK

                                       OF

                              AOL TIME WARNER INC.


                             ---------------------

             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware

                             ---------------------

          AOL Time Warner Inc. (the "Corporation"), a corporation organized and
existing by virtue of the General Corporation Law of the State of Delaware (the
"DGCL"), does hereby certify that the following resolution was duly adopted by
action of the Board of Directors of the Corporation (the "Board of Directors")
at a meeting duly held on [              ], 2000.

          RESOLVED that pursuant to the authority expressly granted to and
vested in the Board of Directors by the provisions of Section 2 of Article IV of
the Restated Certificate of Incorporation of the Corporation, as amended from
time to time (the "Certificate of Incorporation"), and Section 151(g) of the
DGCL, the Board of Directors hereby creates, from the authorized shares of
Preferred Stock, par value $0.10 per share ("Preferred Stock"), of the
Corporation authorized to be issued pursuant to the Certificate of
Incorporation, a series of Preferred Stock,
 and hereby fixes the voting powers,
designations, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, of the shares
of such series as follows:

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                                                                               2

          The series of Preferred Stock hereby established shall consist of
1,700,000 shares designated as Series J Convertible Preferred Stock.  The
rights, preferences and limitations of such series shall be as follows:

          1.  Definitions.  As used herein, the following terms shall have the
              -----------                                                     
indicated meanings:

          1.1  "Board of Directors" shall mean the Board of Directors of the
Corporation or, with respect to any action to be taken by the Board of
Directors, any committee of the Board of Directors duly authorized to take such
action.

          1.2  "Certificate" shall mean the certificate of the voting powers,
designations, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, of Series J
Convertible Preferred Stock filed with respect to this resolution with the
Secretary of State of the State of Delaware pursuant to Section 151 of the DGCL.

          1.3  "Closing Price" of the Common Stock shall mean the last reported
sale price of the Common Stock (regular way) as shown on the Composite Tape of
the NYSE, or, in case no such sale takes place on such day, the average of the
closing bid and asked prices on the NYSE, or, if the Common Stock is not listed
or admitted to trading on the NYSE, on the principal national securities
exchange on which such stock is listed or admitted to trading, or, if it is not
listed or admitted to trading on any national securities exchange, the last
reported sale price of the Common Stock, or, in case no such sale takes place on
such day, the average of the closing bid and asked prices, in either case as
reported by NASDAQ.

          1.4  "Common Stock" shall mean the class of Common Stock, par value
$0.01 per share, of the Corporation authorized at the date of the Certificate,
or any other class of stock resulting from (x) successive changes or
reclassifications of such Common Stock consisting solely of changes in par
value, or from par value to no par value or (y) a subdivision or combination,
and in any such case including any shares thereof authorized after the date of
the Certificate.

          1.5  "Conversion Price" shall have the meaning set forth in
Section 3.1.

          1.6  "Conversion Rate" shall have the meaning set forth in
Section 3.1.

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                                                                               3

               1.7  "Converting Holder" shall have the meaning set forth in
Section 3.5.

               1.8  "Current Market Price" of the Common Stock on any date shall
mean the average of the daily Closing Prices per share of the Common Stock for
the five (5) consecutive Trading Days ending on the Trading Day immediately
preceding the applicable conversion, redemption or exchange date referred to in
Section 3 or Section 4.

               1.9  "Dividend Payment Date" shall have the meaning set forth in
Section 2.1.

               1.10  "DGCL" shall mean the General Corporation Law of the State
of Delaware.

               1.11  "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

               1.12  "Junior Stock" shall mean the Common Stock, the Series LMC
Stock, the Series LMCN-V Stock and the shares of any other class or series of
stock of the Corporation that, by the terms of the Certificate of Incorporation
or of the instrument by which the Board of Directors, acting pursuant to
authority granted in the Certificate of Incorporation, shall fix the relative
rights, preferences and limitations thereof, shall be junior to the Series J
Stock in respect of the right to receive dividends or to participate in any
distribution of assets other than by way of dividends.

               1.13 "Liquidation Value" shall have the meaning set forth in
Section 6.1.

               1.14  "Merger Agreement" shall mean the Amended and Restated
Agreement and Plan of Merger dated as of January 10, 2000, among AOL Time Warner
Inc., America Online, Inc., Time Warner Inc., America Online Merger Sub Inc. and
Time Warner Merger Sub Inc., as such agreement may be amended from time to time
in accordance with its terms.

               1.15 "NASDAQ" shall mean the Nasdaq Stock Market.

               1.16 "NYSE" shall mean the New York Stock Exchange, Inc.

               1.17 "Parity Stock" shall mean the Series E Stock, the Series F
Stock, the Series I Stock and the shares of any other class or series of stock
of the Corporation 

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that, by the terms of the Certificate of Incorporation or of the instrument by
which the Board of Directors, acting pursuant to authority granted in the
Certificate of Incorporation, shall fix the relative rights, preferences and
limitations thereof, shall, in the event that the stated dividends thereon are
not paid in full, be entitled to share ratably with the Series J Stock in the
payment of dividends, including accumulations, if any, in accordance with the
sums that would be payable on such shares if all dividends were declared and
paid in full, or shall, in the event that the amounts payable thereon on
liquidation are not paid in full, be entitled to share ratably with the Series J
Stock in any distribution of assets other than by way of dividends in accordance
with the sums that would be payable in such distribution if all sums payable
were discharged in full; provided, however, that the term "Parity Stock" shall
                         --------  -------
be deemed to refer (i) in Section 2.2, to any stock that is Parity Stock in
respect of dividend rights; (ii) in Section 6, to any stock that is Parity Stock
in respect of the distribution of assets; and (iii) in Sections 5.2 and 5.3, to
any stock that is Parity Stock in respect of either dividend rights or the
distribution of assets and that, pursuant to the Certificate of Incorporation or
any instrument in which the Board of Directors, acting pursuant to authority
granted in the Certificate of Incorporation, shall so designate, is entitled to
vote with the holders of Series J Stock.

          1.18  "Preferred Stock" shall mean the class of Preferred Stock, par
value $0.10 per share, of the Corporation authorized at the date of the
Certificate, including any shares thereof authorized after the date of the
Certificate.

          1.19  "Pro Rata Repurchase" shall mean the purchase of shares of
Common Stock by the Corporation or by any of its subsidiaries, which purchase is
subject to Section 13(e) of the Exchange Act or is made pursuant to an offer
made available to all holders of Common Stock, but excluding any purchase made
in open market transactions that satisfies the conditions of clause (b) of Rule
10b-18 under the Exchange Act or has been designed (as reasonably determined by
the Board of Directors) to prevent such purchase from having a material effect
on the trading market of the Common Stock.  The "Effective Date" of a Pro Rata
Repurchase shall mean the applicable expiration date (including all extensions
thereof) of any tender or exchange offer that is a Pro Rata Repurchase or the
date of purchase with respect to any Pro Rata Repurchase that is not a tender or
exchange offer.

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          1.20  "Record Date" shall have the meaning set forth in Section 2.1.

          1.21  "Redemption Price" shall have the meaning set forth in Section
4.1.

          1.22  "Redemption Rescission Event" shall mean the occurrence of (a)
any general suspension of trading in, or limitation on prices for, securities on
the principal national securities exchange on which shares of Common Stock are
registered and listed for trading (or, if shares of Common Stock are not
registered and listed for trading on any such exchange, in the over-the-counter
market) for more than six-and-one-half (6-1/2) consecutive trading hours, (b)
any decline in either the Dow Jones Industrial Average or the Standard & Poor's
Index of 400 Industrial Companies (or any successor index published by Dow Jones
& Company, Inc. or Standard & Poor's Corporation) by either (i) an amount in
excess of 10%, measured from the close of business on any Trading Day to the
close of business on the next succeeding Trading Day during the period
commencing on the Trading Day preceding the day notice of any redemption or
exchange of shares of this Series is given (or, if such notice is given after
the close of business on a Trading Day, commencing on such Trading Day) and
ending at the earlier of (x) the time and date fixed for redemption or exchange
in such notice and (y) the time and date at which the Corporation shall have
irrevocably deposited funds with a designated bank or trust company pursuant to
Section 3.5 or (ii) an amount in excess of 15% (or, if the time and date fixed
for redemption or exchange is more than 15 days following the date on which
notice of redemption or exchange is given, 20%), measured from the close of
business on the Trading Day preceding the day notice of such redemption or
exchange is given (or, if such notice is given after the close of business on a
Trading Day, from such Trading Day) to the close of business on any Trading Day
on or prior to the earlier of the dates specified in clauses (x) and (y) above,
(c) a declaration of a banking moratorium or any suspension of payments in
respect of banks by Federal or state authorities in the United States or (d) the
commencement of a war or armed hostilities or other national or international
calamity directly or indirectly involving the United States that in the
reasonable judgment of the Corporation could have a material adverse effect on
the market for the Common Stock.

          1.23  "Rescission Date" shall have the meaning set forth in Section
4.5.

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          1.24  "Senior Stock" shall mean the shares of any class or series of
stock of the Corporation that, by the terms of the Certificate of Incorporation
or of the instrument by which the Board of Directors, acting pursuant to
authority granted in the Certificate of Incorporation, shall fix the relative
rights, preferences and limitations thereof, shall be senior to the Series J
Stock in respect of the right to receive dividends or to participate in any
distribution of assets other than by way of dividends.

          1.25  "Series E Stock" shall mean the series of Preferred Stock
authorized and designated as the Series E Convertible Preferred Stock at the
date of the Certificate, including any shares thereof authorized and designated
after the date of the Certificate.

          1.26  "Series F Stock" shall mean the series of Preferred Stock
authorized and designated as the Series F Convertible Preferred Stock at the
date of the Certificate, including any shares thereof authorized and designated
after the date of the Certificate.

          1.27 "Series I Stock" shall mean the series of Preferred Stock
authorized and designated as the Series I Convertible Preferred Stock at the
date of the Certificate, including any shares thereof authorized and designated
after the date of the Certificate.

          1.28  "Series J Stock" and "this Series" shall mean the series of
Preferred Stock authorized and designated as the Series J Convertible Preferred
Stock, including any shares thereof authorized and designated after the date of
the Certificate.

          1.29  "Series LMC Stock" shall mean the series of Series Common Stock
authorized and designated as Series LMC Common Stock at the date of the
Certificate, including any shares thereof authorized and designated after the
date of the Certificate.

          1.30  "Series LMCN-V Stock" shall mean the series of Series Common
Stock authorized and designated as Series LMCN-V Common Stock at the date of the
Certificate, including any shares thereof authorized and designated after the
date of the Certificate.

          1.31  "Surrendered Shares" shall have the meaning set forth in Section
3.5.

          1.32  "Trading Day" shall mean, so long as the Common Stock is listed
or admitted to trading on the 

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                                                                               7

NYSE, a day on which the NYSE is open for the transaction of business, or, if
the Common Stock is not listed or admitted to trading on the NYSE, a day on
which the principal national securities exchange on which the Common Stock is
listed is open for the transaction of business, or, if the Common Stock is not
so listed or admitted for trading on any national securities exchange, a day on
which NASDAQ is open for the transaction of business.

          2.  Cash Dividends.
              -------------- 

          2.1  The holders of the outstanding Series J Stock shall be entitled
to receive quarter-annual dividends, as and when declared by the Board of
Directors out of funds legally available therefor. Each quarter-annual dividend
shall be an amount per share equal to (i) in the case of each Dividend Payment
Date (as defined below) occurring on or prior to May 2, 2000, the greater of (A)
$.9375 per $100 in Liquidation Value of Series J Stock (which is equivalent to
$3.75 per annum) and (B) an amount per $100 in Liquidation Value of Series J
Stock equal to the product of (1) the Conversion Rate and (2) the aggregate per
share amount of regularly scheduled dividends paid in cash on the Common Stock
during the period from but excluding the immediately preceding Dividend Payment
Date to and including such Dividend Payment Date (the greater amount being
termed the "Preferred Dividend Amount"), and (ii) in the case of each Dividend
Payment Date occurring thereafter, an amount per $100 in Liquidation Value of
Series J Stock equal to the product of (1) the Conversion Rate and (2) the
aggregate per share amount of regularly scheduled dividends paid in cash on the
Common Stock during the period from but excluding the immediately preceding
Dividend Payment Date to and including such Dividend Payment Date. All dividends
shall be payable in cash on or about the first day of February, May, August and
November in each year, as fixed by the Board of Directors, or such other dates
as are fixed by the Board of Directors (provided that May 2, 2000, shall be a
Dividend Payment Date) (each, a "Dividend Payment Date"), to the holders of
record of Series J Stock at the close of business on or about the 15th day of
the month next preceding such first day of February, May, August and November
(or May 2, 2000), as the case may be, as fixed by the Board of Directors, or
such other dates as are fixed by the Board of Directors (each, a "Record Date").
Subject to the next sentence, in the case of dividends payable in respect of
periods prior to May 2, 2000, (i) such dividends shall accrue on each share on a
day-to-day basis, whether or not earned or declared, and (ii) any such dividends
that become payable for any partial dividend period shall be computed on the
basis of the actual days elapsed in such period.

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Notwithstanding the preceding sentence, the amount accruing and payable in
respect of the first dividend on the Series J Stock payable after the date of
the Certificate shall equal the Preferred Dividend Amount.  From and after May
2, 2000, dividends on the Series J Stock (determined as to amount as provided
herein) shall accrue to the extent, but only to the extent, that regularly
scheduled cash dividends are declared by the Board of Directors on the Common
Stock with a payment date after May 2, 2000 (or, in the case of Series J Stock
originally issued after May 2, 2000, after the Dividend Payment Date next
preceding such date of original issuance). All dividends that accrue in
accordance with the foregoing provisions shall be cumulative from and after the
day immediately succeeding the date of issuance of the relevant shares of Series
J Stock.  The amount payable to each holder of record on any Dividend Payment
Date shall be rounded to the nearest cent.

          2.2  Except as hereinafter provided in this Section 2.2, unless all
dividends on the outstanding shares of Series J Stock and any Parity Stock that
shall have accrued and become payable as of any date shall have been paid, or
declared and funds set apart for payment thereof, no dividend or other
distribution (payable other than in shares of Junior Stock) shall be paid to the
holders of Junior Stock or Parity Stock, and no shares of Series J Stock, Parity
Stock or Junior Stock shall be purchased or redeemed by the Corporation or any
of its subsidiaries (except by conversion into or exchange for, or out of the
net cash proceeds from the concurrent sale of, Junior Stock), nor shall any
monies be paid or made available for a sinking fund for the purchase or
redemption of any Series J Stock, Junior Stock or Parity Stock; provided,
                                                                -------- 
however, that nothing herein shall prevent the Corporation from completing the
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purchase of Series J Stock, Parity Stock or Junior Stock for which a purchase
contract was entered into, or the notice of redemption of which was originally
published, prior to the date on which any such dividends were first required to
be paid.  When dividends are not paid in full upon the shares of this Series and
any Parity Stock, all dividends declared upon shares of this Series and all
Parity Stock shall be declared pro rata so that the amount of dividends declared
per share on this Series and all such Parity Stock shall in all cases bear to
each other the same ratio that accrued dividends per share on the shares of this
Series and all such Parity Stock bear to each other. Holders of shares of this
Series shall not be entitled to any dividends, whether payable in cash, property
or stock, in excess of the full amount of dividends that become payable pursuant
to the terms of this Section 2.  No interest, or sum of money in lieu of
interest, shall be 

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payable in respect of any dividend payment or payments on this Series that may
be in arrears.

          3.  Conversion Rights.
              ----------------- 

          3.1  Each holder of a share of this Series shall have the right at any
time or, as to any share of this Series called for redemption or exchange, at
any time prior to the close of business on the date fixed for redemption or
exchange (unless the Corporation defaults in the payment of the Redemption
Price, fails to exchange the shares of this Series for the applicable number of
shares of Common Stock and any applicable cash amount, or exercises its right to
rescind such redemption or exchange pursuant to Section 4.5, in which case such
right shall not terminate at the close of business on such date), to convert
such share into fully paid and nonassessable shares of Common Stock at a rate of
6.24792 shares of Common Stock for each share of this Series, subject to
adjustment as provided in this Section 3 (such rate, as so adjusted from time to
time, is herein called the "Conversion Rate"). The "Conversion Price" at any
time shall equal $100 divided by the Conversion Rate in effect at such time
(rounded to the nearest one hundredth of a cent).

          3.2  If any shares of this Series are surrendered for conversion
subsequent to the Record Date preceding a Dividend Payment Date but on or prior
to such Dividend Payment Date (except shares called for redemption or exchange
on a redemption date or exchange date between such Record Date and Dividend
Payment Date and with respect to which such redemption or exchange has not been
rescinded), the registered holder of such shares at the close of business on
such Record Date shall be entitled to receive the dividend, if any, payable on
such shares on such Dividend Payment Date notwithstanding the conversion
thereof. Shares of this Series surrendered for conversion during the period from
the close of business on any Record Date next preceding any Dividend Payment
Date to the opening of business on such Dividend Payment Date shall (except in
the case of shares that have been called for redemption or exchange on a
redemption date or exchange date within such period and with respect to which
such redemption or exchange has not been rescinded) be accompanied by payment in
New York Clearing House funds or other funds acceptable to the Corporation of an
amount equal to the dividend payable on such Dividend Payment Date on the shares
being surrendered for conversion. Except as provided in this Section 3.2, no
adjustments in respect of payments of dividends on shares surrendered for
conversion or any dividend on the Common

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                                                                              10

Stock issued upon conversion shall be made upon the conversion of any shares of
this Series.

          3.3  The Corporation may, but shall not be required to, in connection
with any conversion of shares of this Series, issue a fraction of a share of
Common Stock, and if the Corporation shall determine not to issue any such
fraction, the Corporation shall, subject to Section 3.6(f), 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 date of
conversion.

          3.4  Any holder of shares of this Series electing to convert such
shares into Common Stock shall surrender the certificate or certificates for
such shares at the office of the transfer agent or agents therefor (or at such
other place as the Corporation may designate by notice to the holders of shares
of this Series) during regular business hours, duly endorsed to the Corporation
or in blank, or accompanied by instruments of transfer to the Corporation or in
blank, or in form satisfactory to the Corporation, and shall give written notice
to the Corporation at such office that such holder elects to convert such shares
of this Series. The Corporation shall, as soon as practicable (subject to
Section 3.6(f)) after such deposit of certificates for shares of this Series,
accompanied by the written notice above prescribed and the payment of cash in
the amount required by Section 3.2, if any, issue and deliver at such office to
the holder for whose account such shares were surrendered, or to his nominee,
certificates representing the number of shares of Common Stock and the cash, if
any, to which such holder is entitled upon such conversion.

          3.5  Conversion shall be deemed to have been made as of the date that
certificates for the shares of this Series to be converted, and the written
notice and payment prescribed in Sections 3.2 and 3.4 are received by the
transfer agent or agents for this Series; and the person entitled to receive the
Common Stock issuable upon such conversion shall be treated for all purposes as
the record holder of such Common Stock on such date. Notwithstanding anything to
the contrary contained herein, in the event the Corporation shall have rescinded
a redemption or exchange of shares of this Series pursuant to Section 4.5, any
holder of shares of this Series that shall have surrendered shares of this
Series for conversion following the day on which notice of the subsequently
rescinded redemption or exchange shall have been given but prior to the close of
business on the later of (a) the Trading Day next succeeding the date on

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which public announcement of the rescission of such redemption or exchange shall
have been made and (b) the date of the mailing of the notice of rescission
required by Section 4.5 (a "Converting Holder") may rescind the conversion of
such shares surrendered for conversion by (i) properly completing a form
prescribed by the Corporation and mailed to holders of shares of this Series
(including Converting Holders) with the Corporation's notice of rescission,
which form shall provide for the certification by any Converting Holder
rescinding a conversion on behalf of any beneficial owner (within the meaning of
Rule 13d-3 under the Exchange Act) of shares of this Series that the beneficial
ownership (within the meaning of such Rule) of such shares shall not have
changed from the date on which such shares were surrendered for conversion to
the date of such certification and (ii) delivering such form to the Corporation
no later than the close of business on that date which is fifteen (15) Trading
Days following the date of the mailing of the Corporation's notice of
rescission. The delivery of such form by a Converting Holder shall be
accompanied by (x) any certificates representing shares of Common Stock issued
to such Converting Holder upon a conversion of shares of this Series that shall
be rescinded by the proper delivery of such form (the "Surrendered Shares"), (y)
any securities, evidences of indebtedness or assets (other than cash)
distributed by the Corporation to such Converting Holder by reason of such
Converting Holder's being a record holder of Surrendered Shares and (z) payment
in New York Clearing House funds or other funds acceptable to the Corporation of
an amount equal to the sum of (I) any cash such Converting Holder may have
received in lieu of the issuance of fractional shares upon conversion and (II)
any cash paid or payable by the Corporation to such Converting Holder by reason
of such Converting Holder being a record holder of Surrendered Shares. Upon
receipt by the Corporation of any such form properly completed by a Converting
Holder and any certificates, securities, evidences of indebtedness, assets or
cash payments required to be returned or made by such Converting Holder to the
Corporation as set forth above, the Corporation shall instruct the transfer
agent or agents for shares of Common Stock and shares of this Series to cancel
any certificates representing Surrendered Shares (which Surrendered Shares shall
be deposited in the treasury of the Corporation) and reissue certificates
representing shares of this Series to such Converting Holder (which shares of
this Series shall be deemed to have been outstanding at all times during the
period following their surrender for conversion). The Corporation shall, as
promptly as practicable, and in no event more than five (5) Trading Days,
following the receipt of any such properly completed form and any such

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                                                                              12

certificates, securities, evidences of indebtedness, assets or cash payments
required to be so returned or made, pay to the Converting Holder or as otherwise
directed by such Converting Holder any dividend or other payment made on such
shares during the period from the time such shares shall have been surrendered
for conversion to the rescission of such conversion. All questions as to the
validity, form, eligibility (including time or receipt) and acceptance of any
form submitted to the Corporation to rescind the conversion of shares of this
Series, including questions as to the proper completion or execution of any such
form or any certification contained therein, shall be resolved by the
Corporation, whose determination shall be final and binding. The Corporation
shall not be required to deliver certificates for shares of Common Stock while
the stock transfer books for such stock or for this Series are duly closed for
any purpose or during any period commencing at a Redemption Rescission Event and
ending at either (A) the time and date at which the Corporation's right of
rescission shall expire pursuant to Section 4.5 if the Corporation shall not
have exercised such right or (B) the close of business on that day which is
fifteen (15) Trading Days following the date of the mailing of a notice of
rescission pursuant to Section 4.4 if the Corporation shall have exercised such
right of rescission, but certificates for shares of Common Stock shall be issued
and delivered as soon as practicable after the opening of such books or the
expiration of such period.

          3.6  The Conversion Rate shall be adjusted from time to time as
follows for events occurring after the effective time of the transactions
contemplated by the Merger Agreement:

               (a) In case the Corporation shall, at any time or from time to
     time while any of the Series J Stock is outstanding, (i) pay a dividend in
     shares of its Common Stock, (ii) combine its outstanding shares of Common
     Stock into a smaller number of shares, (iii) subdivide its outstanding
     shares of Common Stock or (iv) issue by reclassification of its shares of
     Common Stock any shares of stock of the Corporation, then the Conversion
     Rate in effect immediately before such action shall be adjusted so that the
     holders of the Series J Stock, upon conversion of all shares thereof
     immediately following such event, shall be entitled to receive the kind and
     amount of shares of capital stock of the Corporation that they would have
     owned or been entitled to receive upon or by reason of such event if such
     shares of Series J Stock had been converted immediately before the record
     date (or, if no 

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     record date, the effective date) for such event. An adjustment made
     pursuant to this Section 3.6(a) shall become effective retroactively
     immediately after the record date in the case of a dividend or distribution
     and shall become effective retroactively immediately after the effective
     date in the case of a subdivision, combination or reclassification. For the
     purposes of this Section 3.6(a), each holder of Series J Stock shall be
     deemed to have failed to exercise any right to elect the kind or amount of
     securities receivable upon the payment of any such dividend, subdivision,
     combination or reclassification (provided that if the kind or amount of
     securities receivable upon such dividend, subdivision, combination or
     reclassification is not the same for each nonelecting share, then the kind
     and amount of securities receivable upon such dividend, subdivision,
     combination or reclassification for each nonelecting share shall be deemed
     to be the kind and amount so receivable per share by a plurality of the
     nonelecting shares).

               (b) In case the Corporation shall, at any time or from time to
     time while any of the Series J Stock is outstanding, issue rights or
     warrants to all holders of shares of its Common Stock entitling them (for a
     period expiring within 45 days after the record date for such issuance) to
     subscribe for or purchase shares of Common Stock (or securities convertible
     into shares of Common Stock) at a price per share less than the Current
     Market Price of the Common Stock at such record date (treating the price
     per share of the securities convertible into Common Stock as equal to (x)
     the sum of (i) the price for a unit of the security convertible into Common
     Stock plus (ii) any additional consideration initially payable upon the
     conversion of such security into Common Stock divided by (y) the number of
     shares of Common Stock initially underlying such convertible security), the
     Conversion Rate shall be adjusted so that it shall equal the rate
     determined by multiplying the Conversion Rate in effect immediately prior
     to the date of issuance of such rights or warrants by a fraction, the
     numerator of which shall be the number of shares of Common Stock
     outstanding on the date of issuance of such rights or warrants plus the
     number of additional shares of Common Stock offered for subscription or
     purchase (or into which the convertible securities so offered are initially
     convertible), and the denominator of which shall be the number of shares of
     Common Stock outstanding on the date of issuance of such rights or warrants
     plus the number of shares that the aggregate 

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                                                                              14

     offering price of the total number of shares so offered for subscription or
     purchase (or the aggregate purchase price of the convertible securities so
     offered plus the aggregate amount of any additional consideration initially
     payable upon conversion into Common Stock) would purchase at such Current
     Market Price of the Common Stock. Such adjustment shall become effective
     retroactively immediately after the record date for the determination of
     stockholders entitled to receive such rights or warrants.

               (c) In case the Corporation shall, at any time or from time to
     time while any of the Series J Stock is outstanding, distribute to all
     holders of shares of its Common Stock (including any such distribution made
     in connection with a consolidation or merger in which the Corporation is
     the continuing corporation and the Common Stock is not changed or
     exchanged, but excluding any transaction for which an adjustment is made
     under Section 3.7) cash, evidences of its indebtedness, securities or
     assets (excluding (i) regularly scheduled cash dividends in amounts, if
     any, determined from time to time by the Board of Directors or (ii)
     dividends payable in shares of Common Stock for which adjustment is made
     under Section 3.6(a)) or rights or warrants to subscribe for or purchase
     securities of the Corporation (excluding those referred to in Section
     3.6(b)), then in each such case the Conversion Rate shall be adjusted so
     that it shall equal the rate determined by multiplying the Conversion Rate
     in effect immediately prior to the date of such distribution by a fraction,
     the numerator of which shall be the Current Market Price of the Common
     Stock on the record date referred to below, and the denominator of which
     shall be such Current Market Price of the Common Stock less the then fair
     market value (as determined by the Board of Directors, whose determination
     shall be conclusive) of the portion of the cash or assets or evidences of
     indebtedness or securities so distributed or of such subscription rights or
     warrants applicable to one share of Common Stock (provided that such
     denominator shall never be less than 1.0); provided, however, that no
                                                --------  -------         
     adjustment shall be made with respect to any distribution of rights to
     purchase securities of the Corporation if the holder of shares of this
     Series would otherwise be entitled to receive such rights upon conversion
     at any time of shares of this Series into Common Stock unless such rights
     are subsequently redeemed by the Corporation, in which case such redemption
     shall be treated for purposes of this Section as a dividend on 

<PAGE>
 
                                                                              15

     the Common Stock. Such adjustment shall be made whenever any such
     distribution is made and shall become effective retroactively immediately
     after the record date for the determination of stockholders entitled to
     receive such distribution.

               (d) In case the Corporation or any subsidiary thereof shall, at
     any time and from time to time while any of the Series J Stock is
     outstanding, make a Pro Rata Repurchase, the Conversion Rate in effect
     immediately prior to such action shall be adjusted by multiplying such
     Conversion Rate by a fraction, the numerator of which shall be the product
     of (i) the number of shares of Common Stock outstanding immediately before
     such Pro Rata Repurchase minus the number of shares of Common Stock
     repurchased in such Pro Rata Repurchase and (ii) the Current Market Price
     of the Common Stock as of the day immediately preceding the first public
     announcement by the Corporation of the intent to effect such Pro Rata
     Repurchase, and the denominator of which shall be (A) the product of (x)
     the number of shares of Common Stock outstanding immediately before such
     Pro Rata Repurchase and (y) the Current Market Price of the Common Stock as
     of the day immediately preceding the first public announcement by the
     Corporation of the intent to effect such Pro Rata Repurchase minus (B) the
     aggregate purchase price of the Pro Rata Repurchase (provided that such
                                                          --------          
     denominator shall never be less than 1.0).  Such adjustment shall become
     effective immediately after the Effective Date of such Pro Rata Repurchase.

               (e) The Corporation shall be entitled to make such additional
     adjustments in the Conversion Rate, in addition to those required by
     subsections 3.6(a), 3.6(b), 3.6(c) and 3.6(d), as shall be necessary in
     order that any dividend or distribution in Common Stock, any subdivision,
     reclassification or combination of shares of Common Stock or any issuance
     of rights or warrants referred to above, shall not be taxable to the
     holders of Common Stock for United States Federal income tax purposes.

               (f) In any case in which this Section 3.6 shall require that any
     adjustment be made effective as of or retroactively immediately following a
     record date, the Corporation may elect to defer (but only for five (5)
     Trading Days following the filing of the statement referred to in Section
     3.6(h)) issuing to the holder of any shares of this Series converted after
     such record date (i) the shares of Common Stock and 

<PAGE>
 
                                                                              16

     other capital stock of the Corporation issuable upon such conversion over
     and above (ii) the shares of Common Stock and other capital stock of the
     Corporation issuable upon such conversion on the basis of the Conversion
     Rate prior to adjustment; provided, however, that the Corporation shall
                               --------  -------
     deliver to such holder a due bill or other appropriate instrument
     evidencing such holder's right to receive such additional shares upon the
     occurrence of the event requiring such adjustment.

               (g) All calculations under this Section 3.6 shall be made to the
     nearest cent, one-hundredth of a share or, in the case of the Conversion
     Rate, one ten-thousandth.  Notwithstanding any other provision of this
     Section 3.6, the Corporation shall not be required to make any adjustment
     of the Conversion Rate unless such adjustment would require an increase or
     decrease of at least 1.0000% of such rate.  Any lesser adjustment shall be
     carried forward and shall be made at the time of and together with the next
     subsequent adjustment that, together with any adjustment or adjustments so
     carried forward, shall amount to an increase or decrease of at least
     1.0000% in such rate.  Any adjustments under this Section 3.6 shall be made
     successively whenever an event requiring such an adjustment occurs.

               (h) Whenever an adjustment in the Conversion Rate is required,
     the Corporation shall forthwith place on file with its transfer agent or
     agents for this Series a statement signed by a duly authorized officer of
     the Corporation, stating the adjusted Conversion Rate determined as
     provided herein.  Such statements shall set forth in reasonable detail such
     facts as shall be necessary to show the reason for and the manner of
     computing such adjustment.  Promptly after the adjustment of the Conversion
     Rate, the Corporation shall mail a notice thereof to each holder of shares
     of this Series.

               (i) In the event that at any time as a result of an adjustment
     made pursuant to this Section 3.6, the holder of any share of this Series
     thereafter surrendered for conversion shall become entitled to receive any
     shares of stock of the Corporation other than shares of Common Stock, the
     conversion rate of such other shares so receivable upon conversion of any
     such share of this Series shall be subject to adjustment from time to time
     in a manner and on terms as nearly equivalent as practicable to the
     provisions with respect to Common Stock contained in 

<PAGE>
 
                                                                              17

     subparagraphs (a) through (h) and (j) of this Section 3.6, and the
     provisions of Sections 3.1 through 3.5 and 3.7 through 3.10 shall apply on
     like or similar terms to any such other shares and the determination of the
     Board of Directors as to any such adjustment shall be conclusive.

               (j) No adjustment shall be made pursuant to this Section 3.6 (i)
     if the effect thereof would be to reduce the Conversion Price below the par
     value of the Common Stock or (ii) subject to Section 3.6(f), with respect
     to any share of Series J Stock that is converted, prior to the time such
     adjustment otherwise would be made.

          3.7  In case, after the effective time of the transactions 
contemplated by the Merger Agreement, of (a) any consolidation or merger to
which the Corporation is a party, other than a merger or consolidation in which
the Corporation is the surviving or continuing corporation and that does not
result in any reclassification of, or change (other than a change in par value
or from par value to no par value or from no par value to par value, or as a
result of a subdivision or combination) in, outstanding shares of Common Stock
or (b) in a transaction where the Common Stock will cease to be registered under
the Securities Exchange Act of 1934, any sale or conveyance of all or
substantially all of the property and assets of the Corporation, then each share
of this Series remaining outstanding after such consolidation, merger, sale or
conveyance shall be convertible from and after the date of such consolidation,
merger, sale or conveyance, as the case may be, into the kind and amount of
shares of stock or other securities and property receivable upon such
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common Stock into which such shares of this Series could have been converted
immediately prior to such consolidation, merger, sale or conveyance, subject to
adjustment that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 3 (and assuming such holder of Common
Stock failed to exercise his rights of election, if any, as to the kind or
amount of securities, cash or other property receivable upon such consolidation,
merger, sale or conveyance (provided that if the kind or amount of securities,
cash or other property receivable upon such consolidation, merger, sale or
conveyance is not the same for each nonelecting share, then the kind and amount
of securities, cash or other property receivable upon such consolidation,
merger, sale or conveyance for each nonelecting share shall be deemed to be the
kind and amount so receivable per share by a plurality of the nonelecting

<PAGE>
 
                                                                              18

shares)).  The Corporation shall not enter into any of the transactions referred
to in clause (a) or (b) of the preceding sentence unless effective provision
shall be made so as to give effect to the provisions set forth in this Section
3.7.  The provisions of this Section 3.7 shall apply similarly to successive
consolidations, mergers, sales or conveyances.

          3.8  The Corporation shall at all times reserve and keep available,
free from preemptive rights, out of its authorized but unissued stock, for the
purpose of effecting the conversion of the shares of this Series, such number of
its duly authorized shares of Common Stock (or, if applicable, any other shares
of capital stock of the Corporation) as shall from time to time be sufficient to
effect the conversion of all outstanding shares of this Series into such Common
Stock (or such other shares of capital stock) at any time (assuming that, at the
time of the computation of such number of shares, all such Common Stock (or such
other shares of capital stock) would be held by a single holder); provided,
                                                                  --------
however, that nothing contained herein shall preclude the Corporation from
-------
satisfying its obligations in respect of the conversion of the shares by
delivery of purchased shares of Common Stock (or such other shares of capital
stock) that are held in the treasury of the Corporation. The Corporation shall
from time to time, in accordance with the laws of the State of Delaware, use its
best efforts to cause the authorized amount of Common Stock (or such other
shares of capital stock) to be increased if the aggregate of the authorized
amount of the Common Stock (or such other shares of capital stock) remaining
unissued and the issued shares of such Common Stock (or such other shares of
capital stock) in its treasury (other than any shares of such Common Stock (or
such other shares capital stock) reserved for issuance in any other connection)
shall not be sufficient to permit the conversion of the shares of this Series
into the Common Stock (or such other shares of capital stock).

          3.9  If any shares of Common Stock that would be issuable upon
conversion of shares of this Series hereunder require registration with or
approval of any governmental authority before such shares may be issued upon
conversion, the Corporation will in good faith and as expeditiously as possible
cause such shares to be duly registered or approved, as the case may be. The
Corporation will endeavor to list the shares of (or depositary shares
representing fractional interests in) Common Stock required to be delivered upon
conversion of shares of this Series prior to such delivery upon the principal
national

<PAGE>
 
                                                                              19

securities exchange upon which the outstanding Common Stock is listed at the
time of such delivery.

          3.10  The Corporation shall pay any and all issue or other taxes that
may be payable in respect of any issue or delivery of shares of Common Stock on
conversion of shares of this Series pursuant hereto.  The Corporation shall not,
however, be required to pay any tax that is payable in respect of any transfer
involved in the issue or delivery of Common Stock in a name other than that in
which the shares of this Series so converted were registered, and no such issue
or delivery shall be made unless and until the person requesting such issue has
paid to the Corporation the amount of such tax, or has established, to the
satisfaction of the Corporation, that such tax has been paid.

          3.11  In case (i) of a consolidation or merger to which the
Corporation is a party and in which the Common Stock is to be exchanged for
securities or other property or of the sale or conveyance to another person or
entity or group of persons or entities acting in concert as a partnership,
limited partnership, syndicate or other group (within the meaning of Rule 13d-3
under the Exchange Act) of all or substantially all of the property and assets
of the Corporation, (ii) of the voluntary or involuntary dissolution,
liquidation or winding up of the Corporation or (iii) of any Pro Rata Repurchase
or other action triggering an adjustment to the Conversion Rate pursuant to this
Section 3; then, in each case, the Corporation shall cause to be filed with the
transfer agent or agents for the Series J Stock, and shall cause to be mailed,
first-class postage prepaid, to the holders of record of the outstanding shares
of Series J Stock, at least fifteen (15) days prior to the applicable record
date hereinafter specified, a notice stating (x) the date on which a record is
to be taken for the purpose of any distribution or grant of rights or warrants
triggering an adjustment to the Common Stock Conversion Rate pursuant to this
Section 3, or, if a record is not to be taken, the date as of which the holders
of record of Common Stock entitled to such distribution, rights or warrants are
to be determined, or (y) the date on which any reclassification, consolidation,
merger, sale, conveyance, dissolution, liquidation, winding up or Pro Rata
Repurchase triggering an adjustment to the Conversion Rate pursuant to this
Section 3 is expected to become effective, and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange
their Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, conveyance, dissolution,
liquidation, winding up or Pro Rata Repurchase.  Failure to give such notice or
any defect 

<PAGE>
 
                                                                              20

therein shall not affect the legality or validity of the proceedings described
in clause (i), (ii) or (iii) of this Section 3.11.

          4.  Redemption or Exchange.
              ---------------------- 

          4.1  Redemption or Exchange at the Option of the Corporation.
               -------------------------------------------------------  
(a)  The Corporation may, at its sole option, subject to Section 2.2, from time
to time on and after May 2, 2000, redeem, out of funds legally available
therefor, or, as provided below, exchange shares of Common Stock for, all or any
part of the outstanding shares of this Series.  The redemption or exchange price
for each share of this Series called for redemption or exchange pursuant to
clause (i) of the next sentence of this Section 4.1(a) shall be the Liquidation
Value together in each case with an amount equal to the accrued and unpaid
dividends to the date fixed for redemption or exchange (hereinafter collectively
referred to as the "Redemption Price").  On the date fixed for redemption or
exchange, the Corporation shall, at its option, effect either

               (i)(A) a redemption of the shares of this Series to be redeemed
     by way of payment, out of funds legally available therefor, of cash equal
     to the aggregate Redemption Price for the shares of this Series then being
     redeemed, (B) an exchange of the shares of this Series being exchanged for
     shares of Common Stock the aggregate Current Market Price of which shall be
     equal to the aggregate Redemption Price of the shares of this Series then
     being exchanged (provided that the Corporation shall be entitled to deliver
     cash in lieu of any fractional share of Common Stock (determined in a
     manner consistent with Section 3.3)) or (C) any combination thereof with
     respect to each share of this Series called for redemption or exchange;
     provided, however, that the Corporation may not redeem or exchange any
     --------  -------                                                     
     shares of this Series pursuant to this clause (i) unless the Closing Price
     of the Common Stock shall have equalled or exceeded 125% of the applicable
     Conversion Price (as determined in accordance with Section 3) for at least
     twenty (20) Trading Days within thirty (30) consecutive Trading Days ending
     within fifteen (15) Trading Days prior to the date notice of redemption is
     given; or

               (ii) an exchange of the shares of this Series being exchanged for
     shares of Common Stock at a rate of exchange per $100 in Liquidation Value
     of Series J Stock equal to the Conversion Rate (provided that the
     Corporation shall be entitled to deliver cash in lieu 

<PAGE>
 
                                                                              21

     of any fractional share of Common Stock (determined in a manner consistent
     with Section 3.3)); provided, however, that the Corporation may not
                         --------  -------
     exchange any shares of this Series pursuant to this clause (ii) unless all
     dividends with respect to such shares accrued through the Dividend Payment
     Date immediately prior to the date fixed for such exchange shall have been
     declared and paid in accordance with Section 2. Except as provided in the
     proviso in the previous sentence, upon receipt of shares of Common Stock in
     exchange for shares of this Series being exchanged pursuant to this clause
     (ii), the holders of such shares of this Series shall not be entitled to
     any accrued and unpaid dividends to the date fixed for exchange.

          (b) Notwithstanding clauses (i)(B), (i)(C) and (ii) of Section 4.1(a),
the Corporation shall be entitled to effect an exchange of shares of Series J
Stock for Common Stock only to the extent Common Stock shall be available for
issuance (including delivery of previously issued shares of Common Stock held in
the Corporation's treasury) on the date for exchange and only to the extent
shares of Common Stock are issued and exchanged for shares of this Series on a
timely basis in accordance with the terms of this Section 4. Certificates for
shares of Common Stock issued in exchange for surrendered shares pursuant to
this Section 4.1 shall be made available by the Corporation not later than the
fifth Trading Day following the date for exchange; subject, however, to Section
                                                   -------  -------            
4.2.

          4.2  In the event that fewer than all the outstanding shares of this
Series are to be redeemed or exchanged pursuant to Section 4.1(a), the number of
shares to be redeemed or exchanged from each holder of shares of this Series
shall be determined by the Corporation by lot or pro rata or by any other method
as may be determined by the Board of Directors in its sole discretion to be
equitable, and the certificate of the Corporation's Secretary or an Assistant
Secretary filed with the transfer agent or transfer agents for this Series in
respect of such determination by the Board of Directors shall be conclusive.

          4.3  In the event the Corporation shall redeem or exchange shares of
this Series pursuant to Section 4.1(a), notice of such redemption or exchange
shall be given by first class mail, postage prepaid, mailed not less than
fifteen (15) nor more than sixty (60) days prior to the date fixed for
redemption or exchange, as applicable, to each record holder of the shares to be
redeemed or exchanged, at such holder's address as the same appears on

<PAGE>
 
                                                                              22

the books of the Corporation. Each such notice shall state: (i) whether the
shares of this Series are to be redeemed or exchanged and, if exchanged, whether
such shares are to be exchanged at the Redemption Price or the Conversion Rate;
(ii) the time and date as of which the redemption or exchange shall occur; (iii)
the total number of shares of this Series to be redeemed or exchanged and, if
fewer than all the shares held by such holder are to be redeemed or exchanged,
the number of such shares to be redeemed or exchanged from such holder; (iv) the
Redemption Price, if applicable; (v) that shares of this Series called for
redemption or exchange may be converted at any time prior to the time and date
fixed for redemption or exchange (unless the Corporation shall, in the case of a
redemption, default in payment of the Redemption Price or, in the case of an
exchange, fail to exchange the shares of this Series for the applicable number
of shares of Common Stock and amount of cash, or shall exercise its right to
rescind such redemption or exchange pursuant to Section 4.5, in which case such
right of conversion shall not terminate at such time and date); (vi) the
applicable Conversion Price or Conversion Rate; (vii) the place or places where
certificates for such shares are to be surrendered (A) for payment of the
Redemption Price, in the case of redemption, or (B) for delivery of certificates
representing the shares of Common Stock and for payment of any applicable cash
amount, in the case of exchange; and (viii) that, in the case of any redemption
or exchange pursuant to Section 4.1(a)(i), dividends on the shares to be
redeemed or exchanged will cease to accrue on such date fixed for redemption or
exchange.

          4.4  If notice of redemption or exchange shall have been given by the
Corporation as provided in Section 4.3, dividends on the shares of this Series
so called for redemption or exchange shall cease to accrue, such shares shall no
longer be deemed to be outstanding, and all rights of the holders thereof as
stockholders with respect to shares so called for redemption or exchange (except
(i) in the case of redemption, the right to receive from the Corporation the
Redemption Price without interest and, in the case of exchange, the right to
receive from the Corporation the shares of Common Stock and cash amount, if any,
exchanged therefor and (ii) the right to convert such shares in accordance with
Section 3) shall cease (including any right to receive dividends otherwise
payable on any Dividend Payment Date that would have occurred after the time and
date of redemption or exchange) either (A) in the case of a redemption or
exchange pursuant to Section 4.1(a), from and after the time and date fixed in
the notice of redemption or exchange as the time and date of redemption or

<PAGE>
 
                                                                              23

exchange (unless the Corporation shall (x) in the case of a redemption, default
in the payment of the Redemption Price, (y) in the case of an exchange, fail to
exchange the shares of this Series for the applicable number of shares of Common
Stock and any applicable cash amount pursuant to Section 4.1, or (z) exercise
its right to rescind such redemption pursuant to Section 4.5, in which case such
rights shall not terminate at such time and date) or (B) if the Corporation
shall so elect and state in the notice of redemption or exchange, from and after
the time and date (which date shall be the date of redemption or exchange or an
earlier date not less than fifteen (15) days after the date of mailing of the
redemption or exchange notice) on which the Corporation shall irrevocably
deposit with a designated bank or trust company doing business in the Borough of
Manhattan, City and State of New York, as paying agent, money sufficient to pay
at the office of such paying agent, on the redemption date, the Redemption
Price, in the case of redemption, or certificates representing the shares of
Common Stock to be so exchanged and any applicable cash amount, in the case of
an exchange. Any money or certificates so deposited with any such paying agent
that shall not be required for such redemption or exchange because of the
exercise of any right of conversion or otherwise shall be returned to the
Corporation forthwith. Upon surrender (in accordance with the notice of
redemption or exchange) of the certificate or certificates for any shares of
this Series to be so redeemed or exchanged (properly endorsed or assigned for
transfer, if the Corporation shall so require and the notice of redemption or
exchange shall so state), such shares shall be redeemed or exchanged by the
Corporation at the Redemption Price or the Conversion Rate, as applicable, as
set forth in Section 4.1 (unless the Corporation shall have exercised its right
to rescind such redemption or exchange pursuant to Section 4.5). In case fewer
than all the shares represented by any such certificate are to be redeemed or
exchanged, a new certificate shall be issued representing the unredeemed shares
(or fractions thereof as provided in Section 7.3), without cost to the holder
thereof, together with the amount of cash, if any, in lieu of fractional shares
other than those issuable in accordance with Section 7.3. Subject to applicable
escheat laws, any moneys so set aside by the Corporation in the case of
redemption and unclaimed at the end of one year from the redemption date shall
revert to the general funds of the Corporation, after which reversion the
holders of such shares so called for redemption shall look only to the general
funds of the Corporation for the payment of the Redemption Price without
interest. Any interest accrued on funds so deposited shall be paid to the
Corporation from time to time.

<PAGE>
 
                                                                              24

          4.5  In the event that a Redemption Rescission Event shall occur
following any day on which a notice of redemption or exchange shall have been
given pursuant to Section 4.3 but at or prior to the earlier of (a) the time and
date fixed for redemption or exchange as set forth in such notice of redemption
or exchange and (b) the time and date at which the Corporation shall have
irrevocably deposited funds or certificates with a designated bank or trust
company pursuant to Section 4.4, the Corporation may, at its sole option, at any
time prior to the earliest of (i) the close of business on that day which is two
(2) Trading Days following such Redemption Rescission Event, (ii) the time and
date fixed for redemption or exchange as set forth in such notice and (iii) the
time and date on which the Corporation shall have irrevocably deposited such
funds with a designated bank or trust company, rescind the redemption or
exchange to which such notice of redemption or exchange shall have related by
making a public announcement of such rescission (the date on which such public
announcement shall have been made being hereinafter referred to as the
"Rescission Date"). The Corporation shall be deemed to have made such
announcement if it shall issue a release to the Dow Jones News Service, Reuters
Information Services or any successor news wire service. From and after the
making of such announcement, the Corporation shall have no obligation to redeem
or exchange shares of this Series called for redemption or exchange pursuant to
such notice of redemption or exchange or to pay the redemption or exchange price
therefor and all rights of holders of shares of this Series shall be restored as
if such notice of redemption or exchange had not been given. The Corporation
shall give notice of any such rescission by first-class mail, postage prepaid,
mailed as promptly as practicable, but in no event later than the close of
business on that date which is five (5) Trading Days following the Rescission
Date to each record holder of shares of this Series at the close of business on
the Rescission Date and to any other person or entity that was a record holder
of shares of this Series and that shall have surrendered shares of this Series
for conversion following the giving of notice of the subsequently rescinded
redemption or exchange. Each notice of rescission shall(w) state that the
redemption or exchange described in the notice of redemption or exchange has
been rescinded, (x) state that any Converting Holder shall be entitled to
rescind the conversion of shares of this Series surrendered for conversion
following the day on which notice of redemption or exchange was given but on or
prior to the date of the mailing of the Corporation's notice of rescission, (y)
be accompanied by a form prescribed by the Corporation to be used by any
Converting Holder rescinding the

<PAGE>
 
                                                                              25

conversion of shares so surrendered for conversion (and instructions for the
completion and delivery of such form, including instructions with respect to
payments that may be required to accompany such delivery shall be in accordance
with Section 3.5) and (z) state that such form must be properly completed and
received by the Corporation no later than the close of business on a date that
shall be fifteen (15) Trading Days following the date of the mailing of such
notice of rescission.

          5.  Voting.  The shares of this Series shall have no voting rights
              -------                                                        
except as required by law or as set forth below.

          5.1  Each share of this Series shall be entitled to vote together with
holders of the shares of Common Stock (and any other class or series that may
similarly be entitled to vote with the shares of Common Stock) as a single class
upon all matters upon which holders of Common Stock are entitled to vote. In any
such vote, the holders of this Series shall be entitled to six (6) votes per
$100 in Liquidation Value of Series J Stock, subject to adjustment at the same
time and in the same manner as each adjustment of the Conversion Rate pursuant
to Section 3.6, so that the holders of this Series shall be entitled following
such adjustment to the number of votes equal to the number of votes such holders
were entitled to under this Section 5.1 immediately prior to such adjustment
multiplied by a fraction (x) the numerator of which is the Conversion Rate as
adjusted pursuant to Section 3.6 and (y) the denominator of which is the
Conversion Rate immediately prior to such adjustment.

          5.2  (a) So long as any shares of this Series remain outstanding,
unless a greater percentage shall then be required by law, the Corporation shall
not, without the affirmative vote at a meeting or the written consent with or
without a meeting of the holders of shares of this Series representing at least
66-2/3% of the aggregate voting power of shares of this Series then outstanding
(i) authorize any Senior Stock or reclassify any Junior Stock or Parity Stock as
Senior Stock or (ii) amend, alter or repeal any of the provisions of the
Certificate or the Certificate of Incorporation, so as in any such case to
materially and adversely affect the preferences, special rights, powers or
privileges of the shares of this Series; provided, however, that no amendment
                                         --------  -------
that effects a split of this Series or that effects a combination of the shares
of this Series into a fewer number of Shares shall be deemed to have any such
material adverse effect.

<PAGE>
 
                                                                              26

          (b) No consent of holders of shares of this Series shall be required
for (i) the creation of any indebtedness of any kind of the Corporation, (ii)
the authorization or issuance of any class of Junior Stock or Parity Stock,
(iii) the authorization, designation or issuance of additional shares of Series
J Stock or (iv) subject to Section 5.2(a), the authorization or issuance of any
other shares of Preferred Stock.

          5.3  (a) If and whenever at any time or times dividends payable on
shares of this Series shall have been in arrears and unpaid in an aggregate
amount equal to or exceeding the amount of dividends payable thereon for six
quarterly dividend periods, then the number of directors constituting the Board
of Directors shall be increased by two and the holders of shares of this Series,
together with the holders of any shares of any Parity Stock as to which in each
case dividends are in arrears and unpaid in an aggregate amount equal to or
exceeding the amount of dividends payable thereon for six quarterly dividend
periods, shall have the exclusive right, voting separately as a class with such
other series, to elect two directors of the Corporation.

          (b) Such voting right may be exercised initially either by written
consent or at a special meeting of the holders of the Preferred Stock having
such voting right, called as hereinafter provided, or at any annual meeting of
stockholders held for the purpose of electing directors, and thereafter at each
such annual meeting until such time as all dividends accumulated on the shares
of this Series shall have been paid in full and all dividends payable on the
shares of this Series on four subsequent consecutive Dividend Payment Dates
shall have been paid in full on such dates or funds shall have been set aside
for the payment thereof, at which time such voting right and the term of the
directors elected pursuant to Section 5.3(a) shall terminate.

          (c) At any time when such voting right shall have vested in holders of
shares of such series of Preferred Stock described in Section 5.3(a), and if
such right shall not already have been exercised by written consent, a proper
officer of the Corporation may call, and, upon the written request, addressed to
the Secretary of the Corporation, of the record holders of shares representing
twenty-five percent (25%) of the voting power of the shares then outstanding of
such Preferred Stock having such voting right, shall call, a special meeting of
the holders of such Preferred Stock having such voting right.  Such meeting
shall be held at the earliest practicable date upon the 

<PAGE>
 
                                                                              27

notice required for annual meetings of stockholders at the place for holding
annual meetings of stockholders, or, if none, at a place designated by the Board
of Directors. Notwithstanding the provisions of this Section 5.3(c), no such
special meeting shall be called during a period within 60 days immediately
preceding the date fixed for the next annual meeting of stockholders.

          (d) At any meeting held for the purpose of electing directors at which
the holders of such Preferred Stock shall have the right to elect directors as
provided herein, the presence in person or by proxy of the holders of shares
representing more than fifty percent (50%) in voting power of the then
outstanding shares of such Preferred Stock having such right shall be required
and shall be sufficient to constitute a quorum of such class for the election of
directors by such class.

          (e) Any director elected by holders of Preferred Stock pursuant to the
voting right created under this Section 5.3 shall hold office until the next
annual meeting of stockholders (unless such term has previously terminated
pursuant to Section 5.3(b)) and any vacancy in respect of any such director
shall be filled only by vote of the remaining director so elected, or if there
be no such remaining director, by the holders of such Preferred Stock entitled
to elect such director or directors by written consent or at a special meeting
called in accordance with the procedures set forth in Section 5.3(c), or, if no
special meeting is called or written consent executed, at the next annual
meeting of stockholders.  Upon any termination of such voting right, subject to
applicable law, the term of office of all directors elected by holders of such
Preferred Stock voting separately as a class pursuant to this Section 5.3 shall
terminate.

          (f) In exercising the voting rights set forth in this Section 5.3,
each share of this Series shall have a number of votes equal to its Liquidation
Value.

          6.  Liquidation Rights.
              ------------------ 

          6.1  Upon the dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the holders of the shares of this
Series shall be entitled to receive out of the assets of the Corporation
available for distribution to stockholders, in preference to the holders of, and
before any payment or distribution shall be made on, Junior Stock, the amount of
$100 per share (which amount shall be appropriately adjusted from time to time
to reflect any split or combination of the shares of

<PAGE>
 
                                                                              28

this Series) (the "Liquidation Value"), plus an amount equal to all accrued and
unpaid dividends to the date of final distribution.

          6.2  Neither the sale, exchange or other conveyance (for cash, shares
of stock, securities or other consideration) of all or substantially all the
property and assets of the Corporation nor the merger or consolidation of the
Corporation into or with any other corporation, or the merger or consolidation
of any other corporation into or with the Corporation, shall be deemed to be a
dissolution, liquidation or winding up, voluntary or involuntary, for the
purposes of this Section 6.

          6.3  After the payment to the holders of the shares of this Series of
full preferential amounts provided for in this Section 6, the holders of this
Series as such shall have no right or claim to any of the remaining assets of
the Corporation.

          6.4  In the event the assets of the Corporation available for
distribution to the holders of shares of this Series upon any dissolution,
liquidation or winding up of the Corporation, whether voluntary or involuntary,
shall be insufficient to pay in full all amounts to which such holders are
entitled pursuant to Section 6.1, no such distribution shall be made on account
of any shares of any Parity Stock upon such dissolution, liquidation or winding
up unless proportionate distributive amounts shall be paid on account of the
shares of this Series, ratably, in proportion to the full distributable amounts
for which holders of all Parity Stock are entitled upon such dissolution,
liquidation or winding up.

          7.   Other Provisions.
               ---------------- 

          7.1  All notices from the Corporation to the holders shall be
given by first class mail.  With respect to any notice to a holder of shares of
this Series required to be provided hereunder, neither failure to mail such
notice, nor any defect therein or in the mailing thereof, to any particular
holder shall affect the sufficiency of the notice or the validity of the
proceedings referred to in such notice with respect to the other holders or
affect the legality or validity of any distribution, right, warrant,
reclassification, consolidation, merger, conveyance, transfer, dissolution,
liquidation or winding up, or the vote upon any such action.  Any notice that
was mailed in the manner herein provided shall be conclusively presumed to have
been duly given whether or not the holder receives the notice.

<PAGE>
 
                                                                              29

          7.2  Any shares of this Series that have been converted, redeemed,
exchanged or otherwise acquired by the Corporation shall, after such conversion,
redemption, exchange or acquisition, as the case may be, be retired and the
Corporation shall take all appropriate action to cause such shares to obtain the
status of authorized but unissued shares of Preferred Stock, without designation
as to series, until such shares are once more designated as part of a particular
series by the Board of Directors. The Corporation may cause a certificate
setting forth a resolution adopted by the Board of Directors that none of the
authorized shares of this Series are outstanding to be filed with the Secretary
of State of the State of Delaware. When such certificate becomes effective, all
matters set forth in the Certificate with respect to the Series J Stock shall be
eliminated from the Certificate of Incorporation and the shares of Preferred
Stock designated hereby as Series J Stock shall have the status of authorized
and unissued shares of Preferred Stock and may be reissued as part of any new
series of Preferred Stock to be created by resolution or resolutions of the
Board of Directors.

          7.3  The shares of this Series shall be issuable in whole shares or,
if authorized by the Board of Directors of the Corporation, in any fraction of a
whole share so authorized or any integral multiple of such fraction.

          7.4  Subject to Section 7.6, the Corporation shall be entitled to
recognize the exclusive right of a person registered on its records as the
holder of shares of this Series, and such record holder shall be deemed the
holder of such shares for all purposes.

          7.5  All notice periods referred to in the Certificate shall commence
on the date of the mailing of the applicable notice.

          7.6  Certificates for shares of this Series shall bear such legends as
the Corporation shall from time to time deem appropriate.

<PAGE>
 
                                                                              30

          IN WITNESS WHEREOF, AOL Time Warner Inc. has caused this certificate
to be signed this [  ]th day of [              ], 2000.


                                    AOL TIME WARNER INC.,
                                    
                                    
                                      by 
                                         ------------------------------
                                         Name:
                                         Title: