SEC Filings

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

     of any fractional share of Common Stock (determined in a manner consistent
     with Section 3.3)); provided, however, that the Corporation may not
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     exchange any shares of this Series pursuant to this clause (ii) unless all
     dividends with respect to such shares accrued through the Dividend Payment
     Date immediately prior to the date fixed for such exchange shall have been
     declared and paid in accordance with Section 2. Except as provided in the
     proviso in the previous sentence, upon receipt of shares of Common Stock in
     exchange for shares of this Series being exchanged pursuant to this clause
     (ii), the holders of such shares of this Series shall not be entitled to
     any accrued and unpaid dividends to the date fixed for exchange.

          (b) Notwithstanding clauses (i)(B), (i)(C) and (ii) of Section 4.1(a),
the Corporation shall be entitled to effect an exchange of shares of Series J
Stock for Common Stock only to the extent Common Stock shall be available for
issuance (including delivery of previously issued shares of Common Stock held in
the Corporation's treasury) on the date for exchange and only to the extent
shares of Common Stock are issued and exchanged for shares of this Series on a
timely basis in accordance with the terms of this Section 4. Certificates for
shares of Common Stock issued in exchange for surrendered shares pursuant to
this Section 4.1 shall be made available by the Corporation not later than the
fifth Trading Day following the date for exchange; subject, however, to Section
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          4.2  In the event that fewer than all the outstanding shares of this
Series are to be redeemed or exchanged pursuant to Section 4.1(a), the number of
shares to be redeemed or exchanged from each holder of shares of this Series
shall be determined by the Corporation by lot or pro rata or by any other method
as may be determined by the Board of Directors in its sole discretion to be
equitable, and the certificate of the Corporation's Secretary or an Assistant
Secretary filed with the transfer agent or transfer agents for this Series in
respect of such determination by the Board of Directors shall be conclusive.

          4.3  In the event the Corporation shall redeem or exchange shares of
this Series pursuant to Section 4.1(a), notice of such redemption or exchange
shall be given by first class mail, postage prepaid, mailed not less than
fifteen (15) nor more than sixty (60) days prior to the date fixed for
redemption or exchange, as applicable, to each record holder of the shares to be
redeemed or exchanged, at such holder's address as the same appears on