SEC Filings

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

and deliver at such office to the holder for whose account such shares were
surrendered, or to his nominee, certificates representing the number of shares
of Common Stock and the cash, if any, to which such holder is entitled upon such

          3.5  Conversion shall be deemed to have been made as of the date (the
"Conversion Date") that certificates for the shares of this Series to be
converted, and the written notice prescribed in Section 3.4 are received by the
transfer agent or agents for this Series; and the Person entitled to receive the
Common Stock issuable upon such conversion shall be treated for all purposes as
the record holder of such Common Stock on such date. Notwithstanding anything to
the contrary contained herein, in the event the Corporation shall have rescinded
a redemption of shares of this Series pursuant to Section 4.5, any holder of
shares of this Series that shall have surrendered shares of this Series for
conversion following the day on which notice of the subsequently rescinded
redemption shall have been given but prior to the close of business on the later
of (a) the Trading Day next succeeding the date on which public announcement of
the rescission of such redemption shall have been made and (b) the Trading Day
on which the notice of rescission required by Section 4.5 is deemed given
pursuant to Section 8.2 (a "Converting Holder"), may rescind the conversion of
such shares surrendered for conversion by (i) properly completing a form
prescribed by the Corporation and mailed to holders of shares of this Series
(including Converting Holders) with the Corporation's notice of rescission,
which form shall provide for the certification by any Converting Holder
rescinding a conversion on behalf of any beneficial owner (within the meaning of
Rule 13d-3 under the Exchange Act) of shares of this Series that the beneficial
ownership (within the meaning of such Rule) of such shares shall not have
changed from the date on which such shares were surrendered for conversion to
the date of such certification and (ii) delivering such form to the Corporation
no later than the close of business on that date which is ten (10) Trading Days
following the date on which the Corporation's notice of rescission is deemed
given pursuant to Section 8.2.  The delivery of such form by a Converting Holder
shall be accompanied by (x) any certificates representing shares of Common Stock
issued to such Converting Holder upon a conversion of shares of this Series that
shall be rescinded by the proper delivery of such form (the "Surrendered
Shares"), (y) any securities, evidences of indebtedness or assets (other than
cash) distributed by the Corporation to such Converting Holder by reason of such
Converting Holder's being a record holder of Surrendered Shares and (z) payment