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 ARE QUESTIONS AND ANSWERS THAT AMERICA ONLINE, INC. HAS PROVIDED
TO ITS PROXY SOLICITOR, CORPORATE INVESTOR COMMUNICATIONS, INC., FOR RESPONDING
TO QUESTIONS FROM AMERICA ONLINE SHAREHOLDERS.
Q: Why are America Online and Time Warner proposing this merger?
A: We are proposing the merger because we believe the combined strengths of our
two companies will enable us to build the world's preeminent, fully integrated
media and communications company. The merger will combine Time Warner's broad
array of media, entertainment and news brands and its technologically advanced
broadband delivery systems with America Online's extensive Internet franchises,
technology and infrastructure to create a new company capable of enhancing
consumers' access to the broadest selection of high-quality content and
interactive services. By combining the leading interactive services and media
companies, AOL Time Warner will create the potential for stronger operating and
financial results than either company could achieve on its own.
Q: What happens to my AOL stock after the merger?
A: Upon completion of the merger, America Online stockholders will receive one
share of AOL Time Warner common stock in exchange for each share of America
Online stock they own. Time Warner common stockholders will receive 1.5 shares
of AOL Time Warner common stock in exchange for each share of Time Warner stock
they own. It is intended that the merger will be effected on a tax-free basis to
stockholders.
If you own your shares in Street name, your broker will handle the exchange of
shares on your behalf after the merger has closed. If you are a registered
shareholder and hold stock certificates for AOL in your own name, you will
receive written instructions from the exchange agent on how to exchange your
stock certificates for shares of AOL Time Warner.
Q: When is the merger expected to close?
A: We expect the merger to close in the fall of 2000.
Q. What trading symbol will the new company use?
A: We intend to apply to list the AOL Time Warner common stock on the New York
Stock Exchange under the symbol "AOL."
Q. Does this merger require stockholder approval?
A: Yes, this merger requires approval of stockholders of both America Online and
Time Warner.
For America Online, the affirmative vote of the holders of a majority of the
outstanding shares is required. For Time Warner, the affirmative vote of a
majority of the voting power of the outstanding shares of Time Warner's common
stock and preferred stock voting together as one group is required.
Q: What other approvals are required?
A: In addition to stockholder approval, the merger will require U.S. and
international antitrust approvals and other regulatory approvals, including from
the Federal Communications Commission and local and state authorities to
transfer TV station and cable system licenses.
Q: What if I don't vote?
A: If you do not respond by voting your proxy by phone, by the Internet, or by
mail, it will have the same effect as voting against the merger.
Q: Can America Online or Time Warner adjust the exchange ratio in response to
changes in the market price of either stock?
A: No. The ratios at which America Online and Time Warner shares will be
converted to AOL Time Warner shares are fixed, and there will be no adjustment
for changes in the market price of either stock. Neither party is permitted to
walk away from the merger or to resolicit stockholders solely because of changes
in the market price of either party's stock.
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We urge you to read the Joint Proxy Statement-Prospectus, which contains
important information and is available for free at the SEC's Web site at
www.sec.gov. You also can get a free copy of this document as well as documents
that are incorporated by reference into the Joint Proxy Statement-Prospectus,
for AOL stockholders, by directing a request to America Online, Inc., 22000 AOL
Way, Dulles, VA 20166, Attention: Investor Relations, telephone: 1-888-809-6263,
e-mail: AOL IR@aol.com, or, for 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.
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