SEC Filings

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

     other capital stock of the Corporation issuable upon such conversion over
     and above (ii) the shares of Common Stock and other capital stock of the
     Corporation issuable upon such conversion on the basis of the Conversion
     Rate prior to adjustment; provided, however, that the Corporation shall
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     deliver to such holder a due bill or other appropriate instrument
     evidencing such holder's right to receive such additional shares upon the
     occurrence of the event requiring such adjustment.

               (g) All calculations under this Section 3.6 shall be made to the
     nearest cent, one-hundredth of a share or, in the case of the Conversion
     Rate, one ten-thousandth.  Notwithstanding any other provision of this
     Section 3.6, the Corporation shall not be required to make any adjustment
     of the Conversion Rate unless such adjustment would require an increase or
     decrease of at least 1.0000% of such rate.  Any lesser adjustment shall be
     carried forward and shall be made at the time of and together with the next
     subsequent adjustment that, together with any adjustment or adjustments so
     carried forward, shall amount to an increase or decrease of at least
     1.0000% in such rate.  Any adjustments under this Section 3.6 shall be made
     successively whenever an event requiring such an adjustment occurs.

               (h) 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.

               (i) In the event that at any time as a result of an adjustment
     made pursuant to this Section 3.6, the holder of any share of this Series
     thereafter surrendered for conversion shall become entitled to receive any
     shares of 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