SEC Filings

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

     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.

               (f)  All calculations under this Section 3 shall be made to the
     nearest cent, one-hundredth of a share or, in the case of the Conversion
     Rate, one hundred-thousandth.  Notwithstanding any other provision of this
     Section 3, 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 1.00000% of such Conversion 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 1.00000% in such rate.  Any adjustments under this
     Section 3 shall be made successively whenever an event requiring such an
     adjustment occurs.

               (g)  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.

               (h)  In the event that on or at any time as a result of an
     adjustment made pursuant to this Section 3, the holder of any share of this
     Series thereafter surrendered for conversion shall become entitled to
     receive any shares of Capital 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
     subparagraphs (a) through (g) and (i) of this