SEC Filings

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

properly completed and received by the Corporation no later than the close of
business on a date that shall be ten (10) Trading Days following the date such
notice of rescission is deemed given pursuant to Section 7.2.

          4.6  The shares of this Series shall not be subject to the provisions
of Section 5 of Article IV of the Certificate of Incorporation.

          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 of Liquidation Value of Series E Stock, subject to adjustment at the same
time and in the same manner as each adjustment of the Conversion Rate pursuant
to Section 3, 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 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 (by merger, consolidation or
otherwise) any Junior Stock or Parity Stock as Senior Stock, (ii) merge into or
consolidate with any Person where the surviving or continuing corporation will
have any authorized Senior Stock other than Capital Stock corresponding to
shares of Senior Stock existing immediately before such merger or consolidation
or (iii) amend, alter or repeal any of the provisions of the Certificate or the
Certificate of Incorporation, so as in any such case to adversely affect the
voting powers, designations, preferences and relative, participating, optional
or other