SEC Filings

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

certificates, securities, evidences of indebtedness, assets or cash payments
required to be so returned or made, pay to the Converting Holder or as otherwise
directed by such Converting Holder any dividend or other payment made on such
shares during the period from the time such shares shall have been surrendered
for conversion to the rescission of such conversion. All questions as to the
validity, form, eligibility (including time or receipt) and acceptance of any
form submitted to the Corporation to rescind the conversion of shares of this
Series, including questions as to the proper completion or execution of any such
form or any certification contained therein, shall be resolved by the
Corporation, whose determination shall be final and binding. The Corporation
shall not be required to deliver certificates for shares of Common Stock while
the stock transfer books for such stock or for this Series are duly closed for
any purpose or during any period commencing at a Redemption Rescission Event and
ending at either (A) the time and date at which the Corporation's right of
rescission shall expire pursuant to Section 4.5 if the Corporation shall not
have exercised such right or (B) the close of business on that day which is
fifteen (15) Trading Days following the date of the mailing of a notice of
rescission pursuant to Section 4.4 if the Corporation shall have exercised such
right of rescission, but certificates for shares of Common Stock shall be issued
and delivered as soon as practicable after the opening of such books or the
expiration of such period.

          3.6  The Conversion Rate shall be adjusted from time to time as
follows for events occurring after the effective time of the transactions
contemplated by the Merger Agreement:

               (a) In case the Corporation shall, at any time or from time to
     time while any of the Series J Stock is outstanding, (i) pay a dividend in
     shares of its Common Stock, (ii) combine its outstanding shares of Common
     Stock into a smaller number of shares, (iii) subdivide its outstanding
     shares of Common Stock or (iv) issue by reclassification of its shares of
     Common Stock any shares of stock of the Corporation, then the Conversion
     Rate in effect immediately before such action shall be adjusted so that the
     holders of the Series J Stock, upon conversion of all shares thereof
     immediately following such event, shall be entitled to receive the kind and
     amount of shares of capital stock of the Corporation that they would have
     owned or been entitled to receive upon or by reason of such event if such
     shares of Series J Stock had been converted immediately before the record
     date (or, if no