SEC Filings

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

securities or other property receivable shall be based upon the kind and amount
of securities or other property receivable by a plurality of the nonelecting
holders of Common Stock)).  In the event that any of the transactions referred
to in clauses (a) or (b) involve the distribution of cash or property (other
than equity securities) to a holder of Common Stock, lawful provision shall be
made as part of the terms of the transaction whereby the holder of each share of
Series F Stock on the record date fixed for determining holders of Common Stock
entitled to receive such cash or property (or if no such record date is
established, the effective date of such transaction) shall be entitled to
receive the amount of cash or property that such holder would have been entitled
to receive had such holder converted his shares of Series F Stock into Common
Stock immediately prior to such record date (or effective date) (based on the
election or nonelection made by the record holder of the largest number of
shares of Series F Stock, as provided above).  Concurrently with the mailing to
holders of Common Stock of any document pursuant to which such holders may make
an election regarding the kind or amount of securities or other property that
will be receivable by such holder in any transaction described in clause (a) or
(b) of the first sentence of this Section 3.7, the Corporation shall mail a copy
thereof to the record holders of the Series F Stock as of the date used for
determining the holders of record of Common Stock entitled to such mailing. The
Corporation shall not enter into any of the transactions referred to in clauses
(a) or (b) of the preceding sentence unless effective provision shall be made in
the certificate or articles of incorporation or other constituent documents of
the Corporation or the entity surviving the consolidation or merger, if other
than the Corporation, or the entity acquiring the Corporation's assets, as the
case may be, so as to give effect to the provisions set forth in this Section
3.7.  The provisions of this Section 3.7 shall apply similarly to successive
consolidations, mergers, sales or conveyances.  For purposes of this Section
3.7, the term "Corporation" shall refer to the Corporation (as defined in
Section 1.12) as constituted immediately prior to the merger, consolidation or
other transaction referred to in this Section.

          3.8  The Corporation shall at all times reserve and keep available,
free from preemptive rights, out of its authorized but unissued stock, for the
purpose of effecting the conversion of the shares of this Series, such number of
its duly authorized shares of Common Stock (or, if applicable, any other shares
of Capital Stock of the Corporation) as shall from time to time be sufficient to
effect the conversion of all outstanding shares of this