SEC Filings

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

except that if the Conversion Date shall occur after a Record Date and prior to
a related Dividend Payment Date, the Accrued Dividend Amount shall not include
any accrued and unpaid dividends for the period from and after the most recent
Dividend Payment Date.

          1.2  "Board of Directors" shall mean the Board of Directors of the
Corporation or, with respect to any action to be taken by the Board of
Directors, any committee of the Board of Directors duly authorized to take such

          1.3  "Capital Stock" shall mean any and all shares of corporate stock
of a Person (however designated and whether representing rights to vote, rights
to participate in dividends or distributions upon liquidation or otherwise with
respect to such Person, or any division or subsidiary thereof, or any joint
venture, partnership, corporation or other entity).

          1.4  "Certificate" shall mean the certificate of the voting powers,
designations, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, of Series I
Convertible Preferred Stock filed with respect to this resolution with the
Secretary of State of the State of Delaware pursuant to Section 151 of the DGCL.

          1.5  "Change of Control" and "Change of Control Date" shall have the
following meanings:  "Change of Control" shall mean the occurrence of one or
both of the following events:  (a) individuals who would constitute a majority
of the members of the Board of Directors elected at any meeting of stockholders
or by written consent (without regard to any members of the Board of Directors
elected pursuant to the terms of any series of Preferred Stock) shall be elected
to the Board of Directors and the election or the nomination for election by the
Corporation's stockholders of such directors was not approved by a vote of at
least a majority of the directors in office immediately prior to such election
(in which event "Change of Control Date" shall mean the date of such election)
or (b) a Person or group of Persons acting in concert as a partnership, limited
partnership, syndicate or other group within the meaning of Rule 13d-3 under the
Exchange Act (the "Acquiring Person") shall, as a result of a tender or exchange
offer, open market purchases, privately negotiated purchases, share repurchases
or redemptions or otherwise, have become the beneficial owner (within the
meaning of Rule 13d-3 under the Exchange Act) of 40% or more of the outstanding
shares of