Filed by AOL Time Warner Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: AOL Time Warner Inc.,
America Online, Inc. and Time Warner Inc.
Commission File No. 333-30184
THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY AMERICA ONLINE, INC. AND TIME
WARNER INC. ON MAY 18, 2000.
SPECIAL STOCKHOLDERS MEETINGS DATE SET TO APPROVE AOL TIME WARNER MERGER.
DULLES, VA and NEW YORK, NY, May 18, 2000 -- America Online, Inc. (NYSE:AOL) and
Time Warner Inc. (NYSE:TWX) today announced that they will conduct special
stockholders meetings on June 23, 2000 to gain approval of their proposed
merger, which was first announced on January 10, 2000.
Steve Case, Chairman and Chief Executive Officer of America Online, said: "Our
stockholders' approval of this merger will be a major step toward ensuring that
AOL Time Warner fulfills its unique potential as the first media and
communications company truly powered by the Internet. Our combined company will
have the ability to drive the development of the interactive medium to benefit
consumers around the world while delivering a strong financial performance. Not
only will we further accelerate the growth of our current businesses, but we
also will create new businesses and pioneer new industries."
Gerald M. Levin, Chairman and Chief Executive Officer of Time Warner, said: "As
the pre-eminent Internet-powered media and communications company, AOL Time
Warner will possess the world's most respected and trusted brands in global
media and entertainment. We are confident that the management team and
organization of AOL Time Warner will fully integrate our skills, resources and
strategies, and enable our combined company to deliver immediate and valuable
benefits to our stockholders, as well as our customers and communities."
Completion of the planned merger, including regulatory approvals, is expected in
the fall.
America Online's meeting will be held at 10 am, Friday, June 23 at The Sheraton
Premiere in Tyson's Corner, Virginia. The Time Warner meeting will take place at
10 am, Friday, June 23 at the Time-Life Building in New York, New York.
About America Online, Inc.
Founded in 1985, America Online, Inc. is the world's leader in interactive
services, Web brands, Internet technologies and e-commerce services.
About Time Warner Inc.
Time Warner Inc. (www.timewarner.com) is the world's leading media company. Its
businesses: cable networks, publishing, music, filmed entertainment, cable and
digital media.
Statements in this release regarding the benefits of the AOL/Time Warner merger,
including future financial and operating results, are forward-looking statements
within the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These statements are based on management's
current expectations or beliefs and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. The following factors, among
others, could cause actual results to differ materially from those described in
the forward-looking statements: inability to obtain, or meet conditions imposed
for, governmental approvals for the AOL/Time Warner merger; failure of AOL's or
Time Warner's stockholders to approve the merger; costs related to the merger;
fluctuating market prices that could cause AOL Time Warner's stock value to be
less than the current AOL or Time Warner stock value; the difficulty the market
may have in valuing the AOL Time Warner business model; the risk that the AOL
and Time Warner businesses will not be integrated successfully; the failure of
AOL Time Warner to realize anticipated benefits of the AOL/Time Warner merger;
and other economic, business, competitive and/or regulatory factors affecting
AOL's business generally. You are urged to read the definitive joint proxy
statement-prospectus, which will be filed with the Securities and Exchange
Commission by AOL Time Warner Inc. because it will contain important
information. The definitive joint proxy statement-prospectus (when it is
available) will be sent to stockholders of Time Warner and America Online
seeking their approval of the proposed transaction. You may obtain a free copy
of the definitive joint proxy statement-prospectus (when it is available) and
other documents filed by AOL Time Warner (as well as by America Online and Time
Warner) with the Commission at the Commission's web site at www.sec.gov. The
definitive joint proxy statement-prospectus and these other documents may also
be obtained for free by America Online stockholders by directing a request to:
America Online, Inc., 22000 AOL Way, Dulles, VA 20166, Attention: Investor
Relations, telephone: (703) 265-2741, e-mail: AOL IR@aol.com, and by Time Warner
stockholders by directing a request to Time Warner Inc., 75 Rockefeller Plaza,
New York, NY 10019, Attention: Shareholder Relations, telephone: (212) 484-6971,
e-mail: investrequest@twi.com. AOL Time Warner, America Online, Time Warner, and
their respective directors, executive officers, employees and certain other
persons may be deemed to be participants in the solicitation of proxies of
America Online's and Time Warner's stockholders to approve the proposed mergers
involving America Online and Time Warner. Such individuals may have interests in
the merger, including as a result of holding options or shares of the companies.
A detailed list of the names, affiliations and interests of the participants in
the solicitation is contained in AOL Time Warner's proxy statement-prospectus
contained in its registration statement filed with the Commission (Commission
File No. 333-30184) with respect to the proposed mergers involving America
Online and Time Warner.
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