SEC Filings

WARNER MEDIA, LLC filed this Form S-4/A on 03/24/2000
Entire Document

          1.2  "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

          1.3  "Capital Stock" shall mean any and all shares of corporate stock
of a Person (however designated and whether representing rights to vote, rights
to participate in dividends or distributions upon liquidation or otherwise with
respect to such Person, any division or subsidiary thereof, or any joint
venture, partnership, corporation or other entity).

          1.4  "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 E
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.

          1.5  "Change of Control" and "Change of Control Date" shall have the
following meanings:  "Change of Control" shall mean the occurrence of one or
both of the following events: (a) individuals who would constitute a majority of
the members of the Board of Directors elected at any meeting of stockholders or
by written consent (without regard to any members of the Board of Directors
elected pursuant to the terms of any series of Preferred Stock) shall be elected
to the Board of Directors and the election or the nomination for election by the
stockholders of such directors was not approved by a vote of at least a majority
of the directors in office immediately prior to such election (in which event
"Change of Control Date" shall mean the date of such election) or (b) a Person
or group of Persons acting in concert as a partnership, limited partnership,
syndicate or other group within the meaning of Rule 13d-3 under the Exchange Act
(the "Acquiring Person") shall, as a result of a tender or exchange offer, open
market purchases, privately negotiated purchases, share repurchases, redemptions
or otherwise, have become the beneficial owner (within the meaning of Rule 13d-3
under the Exchange Act) of 40% or more of the outstanding shares of Common Stock
(in which event "Change of Control Date" shall mean the date of the event
resulting in such 40% ownership).

          1.6  "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