SEC Filings

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

     this Section 3 shall be made successively whenever an event requiring such
     an adjustment occurs.

               (f)  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.

               (g)  In the event that 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 (f) and (h) of this Section 3.6, and the
     provisions of Sections 3.1 through 3.5 and 3.7 through 3.10 shall apply on
     like or similar terms to any such other shares and the determination of the
     Board of Directors as to any such adjustment shall be conclusive.

               (h)  No adjustment shall be made pursuant to this Section 3.6 (i)
     if the effect thereof would be to reduce the Conversion Price below the par
     value of the Common Stock or (ii) subject to Section 3.6(c) hereof, with
     respect to any share of Series I Stock that is converted, prior to the time
     such adjustment otherwise would be made.

          3.7  In case, after the effective time of the transactions
contemplated by the Merger Agreement, of (a) any consolidation or merger to
which the Corporation is a party, other than a merger or consolidation in which
the Corporation is the surviving or continuing corporation and that does not
result in any reclassification of, or change (other than a change in par value
or from par value to no par value or from no par value to par value, or as a
result of a subdivision or combination) in, outstanding shares of