SEC Filings

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

     offering price of the total number of shares so offered for subscription or
     purchase (or the aggregate purchase price of the convertible securities so
     offered plus the aggregate amount of any additional consideration initially
     payable upon conversion into Common Stock) would purchase at such Current
     Market Price of the Common Stock. Such adjustment shall become effective
     retroactively immediately after the record date for the determination of
     stockholders entitled to receive such rights or warrants.

               (c) In case the Corporation shall, at any time or from time to
     time while any of the Series J Stock is outstanding, distribute to all
     holders of shares of its Common Stock (including any such distribution made
     in connection with a consolidation or merger in which the Corporation is
     the continuing corporation and the Common Stock is not changed or
     exchanged, but excluding any transaction for which an adjustment is made
     under Section 3.7) cash, evidences of its indebtedness, securities or
     assets (excluding (i) regularly scheduled cash dividends in amounts, if
     any, determined from time to time by the Board of Directors or (ii)
     dividends payable in shares of Common Stock for which adjustment is made
     under Section 3.6(a)) or rights or warrants to subscribe for or purchase
     securities of the Corporation (excluding those referred to in Section
     3.6(b)), then in each such case the Conversion Rate shall be adjusted so
     that it shall equal the rate determined by multiplying the Conversion Rate
     in effect immediately prior to the date of such distribution by a fraction,
     the numerator of which shall be the Current Market Price of the Common
     Stock on the record date referred to below, and the denominator of which
     shall be such Current Market Price of the Common Stock less the then fair
     market value (as determined by the Board of Directors, whose determination
     shall be conclusive) of the portion of the cash or assets or evidences of
     indebtedness or securities so distributed or of such subscription rights or
     warrants applicable to one share of Common Stock (provided that such
     denominator shall never be less than 1.0); provided, however, that no
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     adjustment shall be made with respect to any distribution of rights to
     purchase securities of the Corporation if the holder of shares of this
     Series would otherwise be entitled to receive such rights upon conversion
     at any time of shares of this Series into Common Stock unless such rights
     are subsequently redeemed by the Corporation, in which case such redemption
     shall be treated for purposes of this Section as a dividend on