SEC Filings

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

notice required for annual meetings of stockholders at the place for holding
annual meetings of stockholders, or, if none, at a place designated by the Board
of Directors. Notwithstanding the provisions of this Section 5.3(c), no such
special meeting shall be called during a period within 60 days immediately
preceding the date fixed for the next annual meeting of stockholders.

          (d) At any meeting held for the purpose of electing directors at which
the holders of such Preferred Stock shall have the right to elect directors as
provided herein, the presence in person or by proxy of the holders of shares
representing more than fifty percent (50%) in voting power of the then
outstanding shares of such Preferred Stock having such right shall be required
and shall be sufficient to constitute a quorum of such class for the election of
directors by such class.

          (e) Any director elected by holders of Preferred Stock pursuant to the
voting right created under this Section 5.3 shall hold office until the next
annual meeting of stockholders (unless such term has previously terminated
pursuant to Section 5.3(b)) and any vacancy in respect of any such director
shall be filled only by vote of the remaining director so elected, or if there
be no such remaining director, by the holders of such Preferred Stock entitled
to elect such director or directors by written consent or at a special meeting
called in accordance with the procedures set forth in Section 5.3(c), or, if no
special meeting is called or written consent executed, at the next annual
meeting of stockholders.  Upon any termination of such voting right, subject to
applicable law, the term of office of all directors elected by holders of such
Preferred Stock voting separately as a class pursuant to this Section 5.3 shall

          (f) In exercising the voting rights set forth in this Section 5.3,
each share of this Series shall have a number of votes equal to its Liquidation

          6.  Liquidation Rights.

          6.1  Upon the dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the holders of the shares of this
Series shall be entitled to receive out of the assets of the Corporation
available for distribution to stockholders, in preference to the holders of, and
before any payment or distribution shall be made on, Junior Stock, the amount of
$100 per share (which amount shall be appropriately adjusted from time to time
to reflect any split or combination of the shares of