SEC Filings

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

whereby the holder of each share of this Series on the record date fixed for
determining holders of Common Stock entitled to receive such cash or property
(or if no such record date is established, the effective date of such
transaction) shall be entitled to receive the amount of cash or property that
such holder would have been entitled to receive had such holder converted his
shares of this Series into Common Stock immediately prior to such record date
(or effective date) (based on the election or nonelection made by the holder of
record of the largest number of shares of this Series, as provided above).
Concurrently with the mailing to holders of Common Stock of any document
pursuant to which such holders may make an election regarding the kind or amount
of securities or other property that will be receivable by such holders in any
transaction described in clause (a) or (b) of the first sentence of this Section
3.6, the Corporation shall mail a copy thereof to the holders of record of the
shares of this Series as of the date used for determining the holders of record
of Common Stock entitled to such mailing, which document shall be used by the
holders of shares of this Series to make such an election. The Corporation shall
not enter into any of the transactions referred to in clause (a) or (b) of the
first sentence of this Section 3.6 unless effective provision shall be made in
the certificate or articles of incorporation or other constituent documents of
the Corporation or the entity surviving the consolidation or merger, if other
than the Corporation, or the entity acquiring the Corporation's assets, as the
case may be, so as to give effect to the provisions set forth in this Section
3.6. The provisions of this Section 3.6 shall apply similarly to successive
consolidations, mergers, sales or conveyances. For purposes of this Section 3.6,
the term "Corporation" shall refer to the Corporation as constituted immediately
prior to the merger, consolidation or other transaction referred to in this
Section 3.6.

          3.7  The Corporation shall at all times reserve and keep available,
free from preemptive rights, out of its authorized but unissued stock, for the
purpose of effecting the conversion of the shares of this Series, such number of
its duly authorized shares of Common Stock and Series LMCN-V Common Stock as
shall from time to time be sufficient to effect the conversion of all
outstanding shares of this Series into shares of Common Stock or Series LMCN-V
Common Stock at any time (assuming that, at the time of the computation of such
number of shares, all such Common Stock or Series LMCN-V Common Stock would be
held by a single holder); provided, however, that nothing contained herein shall
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preclude the Corporation from satisfying its obligations in respect of the
conversion of