SEC Filings

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

          2.  Cash Dividends.

          2.1  The holders of the outstanding Series F 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, in the case of each Dividend Payment Date
(as defined below), an amount per share of Series F 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 March, June, September and December in each year, as fixed by the
Board of Directors, or such other dates as are fixed by the Board of Directors
(each a "Dividend Payment Date"), to the holders of record of Series F Stock at
the close of business on or about the Trading Day next preceding such first day
of March, June, September and December 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").  Dividends on the Series F 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 the Dividend Payment Date next preceding
the date of original issuance of such Series F Stock.  All dividends that accrue
in accordance with the foregoing provisions shall be cumulative from and after
the day immediately succeeding the date of issuance.  The amount payable to each
holder of record on any Dividend Payment Date shall be rounded to the nearest

          2.2  Except as hereinafter provided in this Section 2.2, unless all
dividends on the outstanding shares of Series F 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 F Stock, Parity
Stock or Junior Stock shall be purchased, redeemed or otherwise acquired by the
Corporation or any of its subsidiaries (except by conversion into or exchange
for Junior Stock), nor shall any monies be paid or made available for a
purchase, redemption or sinking fund for the purchase or redemption of any
Series F Stock, Junior Stock or Parity Stock.  When dividends are not paid in
full upon the shares of this Series and any Parity Stock, all