SEC Filings

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

               shall be entitled to deliver cash (A) in lieu of any fractional
               share of Common Stock (determined in a manner consistent with
               Section 3.3) and (B) equal to accrued and unpaid dividends to the
               date fixed for exchange in lieu of shares of Common Stock); or

                    (iii) any combination thereof with respect to each share of
               this Series called for redemption or exchange.

          (c)  Notwithstanding clauses (ii) and (iii) of Section 4.1(b), the
Corporation shall be entitled to effect an exchange of shares of Series E Stock
for Common Stock (or other shares of Capital Stock) only to the extent Common
Stock (or other shares of Capital Stock) shall be available for issuance
(including delivery of previously issued shares of Common Stock held in the
Corporation's treasury on the date fixed for exchange), which shares shall be
duly and validly issued, fully paid and non-assessable. Certificates for shares
of Common Stock issued in exchange for surrendered shares of this Series
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.

          4.2  In the event that fewer than all the outstanding shares of this
Series are to be redeemed pursuant to Section 4.1(b)(i), the number of shares to
be redeemed 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, 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 the case may be, to each record holder of the shares to be redeemed
or exchanged, at such holder's address as the same appears on the books of the
Corporation.   Each such notice shall state: (i) whether the shares of this
Series are to be redeemed or exchanged; (ii) the time and date as of which the
redemption or exchange shall occur; (iii) the total number of shares of