Filed by AOL Time Warner Inc.
Pursuant to Rule 425 under the Securities
Exchange Act of 1933
Subject Company: AOL Time Warner Inc., Time Warner
Inc. and America Online, Inc.
Commission File No. 333-30184
Statements in the following communications 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 America Online'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 America
Online or Time Warner stock value; the difficulty the market may have in valuing
the America Online 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 Time
Warner's and America Online businesses 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 merger 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 merger involving America Online and Time Warner.
******************************
SET FORTH BELOW IS A PORTION OF REMARKS BY GERALD M. LEVIN, CHAIRMAN AND
CEO, TIME WARNER INC., AT THE ANNUAL MEETING OF STOCKHOLDERS OF TIME WARNER INC.
ON MAY 18, 2000
ALL OUR ANNUAL SHAREHOLDERS MEETINGS ARE IMPORTANT OCCASIONS. BUT TODAY'S
HAS ADDED SIGNIFICANCE.
THIS IS THE ELEVENTH--AND LAST--FOR TIME WARNER. IN THE NEXT MONTH OR SO,
WE'RE PLANNING A SPECIAL SHAREHOLDERS MEETING TO VOTE ON OUR PROPOSED MERGER
WITH AOL. AFTER THAT, AS SOON AS THE NECESSARY GOVERNMENT APPROVALS ARE IN
PLACE, WE'LL BEGIN FUNCTIONING AS AOL TIME WARNER, THE WORLD'S PREEMINENT,
INTERNET-POWERED MEDIA AND COMMUNICATIONS COMPANY.
IT'S BEEN QUITE A DECADE.
ALONG WITH AN AMAZING NUMBER OF SUCCESSFUL PRODUCT LAUNCHES, WE ACQUIRED
STRATEGICALLY CRITICAL CABLE SYSTEMS AT A TIME WHEN CABLE WAS OUT OF FAVOR.....
REBUILT CABLE WITH AN ADVANCED BROADBAND ARCHITECTURE..... MERGED WITH TURNER
BROADCASTING..... AND RESTRUCTURED TIME WARNER'S FINANCIAL UNDERPINNINGS, THUS
SECURING OUR REPUTATION AS A BLUE-CHIP, INVESTMENT-GRADE, GROWTH COMPANY.
OUR STOCK PRICE HAS REFLECTED OUR SUCCESS, RISING AT A COMPOUNDED ANNUAL
RATE OF 17%--380% FOR THE DECADE--PUTTING US WELL AHEAD OF THE SUBSTANTIAL RISE
IN THE S&P 500.
TODAY, TIME WARNER HAS A NUMBER OF COMPETITORS.
BUT WHEN IT COMES TO THE RESOURCES WE POSSESS--THE TALENT, CREATIVE ENERGY,
JOURNALISTIC HERITAGE AND BONDS OF TRUST WITH MILLIONS OF CUSTOMERS--WE HAVE NO
CLOSE RIVALS.
BEFORE ANYTHING ELSE, I WANT TO THANK THOSE WHOSE CONFIDENCE AND SUPPORT
HAVE BEEN ESSENTIAL TO THIS SUCCESS.....
YOU, OUR SHAREHOLDERS.
# # #
AS WELL AS MARKING OUR FINAL ANNUAL MEETING, TODAY IS SPECIAL FOR SOME
OTHER REASONS.
ONE, FOR THE FIRST TIME EVER, WE'RE DOING AN AUDIO WEBCAST OF OUR
SHAREHOLDERS MEETING, AND I WELCOME ALL OF YOU WHO ARE LISTENING.
TWO, ALTHOUGH WE'VE HAD PREVIOUS SHAREHOLDERS MEETINGS HERE, THE APOLLO
NOW HAS A NEW BOARD THAT DEEPENS OUR RELATIONSHIP. THANKS TO THE WORK OF DICK
PARSONS, WHO ALSO SERVES AS HEAD OF THE UPPER MANHATTAN EMPOWERMENT ZONE, THE
BOARD INCLUDES TONI FAY, THE WOMAN WHO MADE TIME WARNER'S COMMUNITY RELATIONS
DEPARTMENT AMONG THE MOST EFFECTIVE AND ADMIRED IN CORPORATE AMERICA; VAL
AZZOLI, CO-CHAIRMAN OF THE ATLANTIC RECORDS GROUP; BEVERLY SILLS GREENOUGH, ONE
OF THE WORLD'S GREAT PERFORMERS; AND THE LEGENDARY QUINCY JONES.
ON TOP OF HIS PRESENCE HERE THIS MORNING, OSSIE DAVIS, THE CHAIRMAN OF THE
BOARD--AND ONE OF THE GIANTS OF THE AMERICAN STAGE--HAS GRACIOUSLY AGREED TO
NARRATE THE BRIEF VIDEO WE'VE PREPARED ON THE STORY OF THIS EXCEPTIONAL PLACE.
I MIGHT ADD THAT HBO IS PLANNING TO DO A FULL-LENGTH DOCUMENTARY ON THE
APOLLO IN THE NEAR FUTURE, SO THIS IS JUST A TASTE OF THINGS TO COME.
LET'S GO TO THE VIDEOTAPE.
[APOLLO VIDEO]
THE PIECE OF WOOD YOU SEE DISPLAYED HERE ON STAGE IS A UNIQUE PART OF THE
APOLLO'S HERITAGE. IT'S CALLED "THE TREE OF HOPE" AND HAS BEEN TOUCHED BY ALL
THE STARS AND WOULD-BE STARS WHO'VE APPEARED HERE.
I TOUCHED IT EARLIER..... AND MADE MY WISH.
LET ME NOW SET OUT THE AGENDA FOR OUR MEETING.
IN A MOMENT, I'LL INTRODUCE OUR BOARD AND SENIOR MANAGEMENT. I'LL THEN SHOW
A FIVE-MINUTE CORPORATE VIDEO, FOLLOWED BY A BRIEF REPORT ON THE COMPANY'S
OUTSTANDING PERFORMANCE. I'LL CONCLUDE THE FIRST PART OF THE PROGRAM BY SHOWING
A TRAILER FOR AN UPCOMING WARNER BROS. RELEASE.
AFTERWARDS, WE'LL START THE FORMAL BUSINESS OF THE MEETING BY VOTING ON TWO
ITEMS: THE ANNUAL ELECTION OF OUR BOARD OF DIRECTORS; AND APPROVAL OF THE FIRM
OF ERNST & YOUNG AS INDEPENDENT AUDITORS OF THE COMPANY FOR 2000.
FOLLOWING ANY QUESTIONS RELATED TO THESE ITEMS, AND WHILE THE VOTES ARE
BEING TALLIED, I'LL OPEN THE FLOOR TO A GENERAL QUESTION-AND-ANSWER PERIOD.
WE HAVE TWO BOARD MEMBERS WHO ARE OFFICIALLY RETIRING TODAY. MERV ADELSON
AND BEVERLY SILLS GREENOUGH BOTH MADE SUBSTANTIAL CONTRIBUTIONS TO THE
DELIBERATIONS OF OUR BOARD AND THE PROGRESS OF TIME WARNER, MOST RECENTLY WITH
THE AOL MERGER.
THEY LEAVE WITH OUR THANKS AND GRATITUDE.
THEIR RETIREMENT LEAVES US WITH A BOARD OF ELEVEN. IN ADDITION TO MYSELF,
TWO OTHER DIRECTORS SERVE AS OFFICERS OF THE CORPORATION:
- - OUR VICE CHAIRMAN, TED TURNER
- - AND OUR PRESIDENT, DICK PARSONS
THE EIGHT OUTSIDE DIRECTORS ARE:
- - CARTER BACOT
- - STEVE BOLLENBACH
- - JACK DANFORTH
- - JERRY GREENWALD
- - CARLA HILLS
- - REUBEN MARK
- - MIKE MILES
- - FAY VINCENT
# # #
ONCE OUR MERGER IS COMPLETE, WE'LL BE OPERATING WITH A BOARD OF SIXTEEN,
EIGHT FROM EACH COMPANY.
TWO WEEKS AGO WE ANNOUNCED THE NEW MANAGEMENT STRUCTURE.
IF THERE'S A SINGLE PRINCIPLE UNDERLYING WHAT WE'VE DONE, IT'S "FORM SHOULD
ALWAYS FOLLOW FUNCTION." WE'VE RECOGNIZED THAT THE FUTURE GROWTH OF OUR COMBINED
COMPANY WILL BE DRIVEN BY THE CORE FUNCTIONS OF CONTENT CREATION..... AND OF
SUBSCRIPTION SERVICES, ADVERTISING AND COMMERCE.
THIS IS HOW WE'VE ORGANIZED OUR MANAGEMENT STRUCTURE, WITH DICK PARSONS
AND BOB PITTMAN SERVING UNDER ME AS CO-CHIEF OPERATING OFFICERS.
DICK WILL OVERSEE OUR CONTENT BUSINESSES IN FILM, TELEVISION PRODUCTION,
MUSIC AND BOOKS, AS WELL AS TWO KEY CORPORATE FUNCTIONS, LEGAL AND PEOPLE
DEVELOPMENT.
BOB WILL BE IN CHARGE OF OPERATIONS BASED IN SUBSCRIPTION SERVICES,
ADVERTISING AND COMMERCE.
REMEMBER, NO COMPANY HAS EVER BEFORE BEEN SPECIFICALLY DESIGNED TO FIT
THE UNIQUE PARADIGM CREATED BY THE CONVERGENCE INTO A SINGLE DIGITAL FRAMEWORK
OF TVs, PCs, TELEPHONES AND A BURGEONING NUMBER OF WIRELESS DEVICES AND MUSIC
PLAYERS.
WE BELIEVE WE HAVE THE RIGHT FORM. BETTER YET, IN OUR MANAGEMENT TEAM, WE
KNOW WE HAVE THE EXPERIENCE AND TALENT TO MAKE IT WORK. I'D LIKE TO TAKE A
MOMENT TO INTRODUCE THAT TEAM, AND I'D ASK EACH OF THEM TO STAND AS I CALL THEIR
NAMES:
- - PUBLISHING..... DON LOGAN, CHAIRMAN AND CEO
- - CABLE NETWORKS..... JEFF BEWKES, CHAIRMAN AND CEO OF HBO.....
AND TERRY MC GUIRK, CHAIRMAN AND CEO OF TURNER BROADCASTING
- - TIME WARNER CABLE..... JOE COLLINS, CHAIRMAN AND CEO
- - THE WARNER MUSIC GROUP, WHICH WILL INCLUDE OUR GLOBAL JOINT VENTURE WITH
EMI WHEN THE PENDING TRANSACTION RECEIVES REGULATORY APPROVAL.....ROGER
AMES, CHAIRMAN AND CEO
- - WARNER BROS. STUDIO..... BARRY MEYER, CHAIRMAN AND CEO
- - TIME WARNER DIGITAL MEDIA..... RICH BRESSLER, CHAIRMAN AND CEO.
RICH IS SLOTTED TO BECOME CEO OF THE AOL TIME WARNER INVESTMENT
CORPORATION AND EXECUTIVE VICE PRESIDENT OF THE NEW COMPANY.
I MIGHT ADD THAT ONE OF TIME WARNER'S TRULY GREAT ENTREPRENEURS--TED
TURNER, WHO CURRENTLY SERVES AS VICE-CHAIRMAN--WILL CONTINUE AS A VICE CHAIRMAN
AND SENIOR ADVISOR AT AOL TIME WARNER.
# # #
LAST YEAR, AT OUR MEETING IN L.A., I SPOKE ABOUT THE
"TRANSFORMING CHANGE" WE WERE BRINGING TO EVERY PART OF TIME WARNER. OUR
MERGER WITH AOL WILL INFUSE THAT TRANSFORMATION WITH NEW IMMEDIACY AND IMPACT.
THE MERGER WILL BE EXACTLY THAT.....
A MERGER.
STEVE CASE AND I AGREED THAT FOR THIS TO WORK IT CAN'T BE A SERIES OF
HALF-MEASURES. WE INTEND FOR EACH COMPANY TO EMBRACE AND ABSORB THE OTHER,
BLENDING OUR SKILLS, SHARING OUR RESOURCES, UNITING OUR STRATEGIES UNTIL WE'RE A
SINGLE ENTITY.
WHILE THE PROCESS CAN'T TAKE EFFECT BEFORE WE HAVE THE NECESSARY APPROVALS,
THAT DOESN'T MEAN WE CAN'T TAKE INDEPENDENT ACTIONS TO PREPARE THE WAY.
OUR ANNUAL REPORT PACKAGE, FOR EXAMPLE, WHICH YOU SHOULD HAVE RECEIVED, IS
INDICATIVE OF THIS INTENT. TIME WARNER 2000 IS AMONG THE FIRST CORPORATE REPORTS
TO INCLUDE A PRINT FORMAT AND AN EXTENSIVE ONLINE COMPONENT, FEATURING VIDEO
INTERVIEWS WITH THE COMPANY'S MANAGEMENT.
THE VIDEO I'M ABOUT TO SHOW BUILDS ON THE THEMES CONTAINED IN TIME WARNER
2000 AND, FOR THOSE WHO CONSIDER THEMSELVES "TECHNOLOGICALLY CHALLENGED," WE'VE
ENSURED IT'S THE LATEST IN "USER FRIENDLY."
SO SIT BACK AND ENJOY THE TAPE.
[VIDEO IS SHOWN]
THE REACH AND IMPACT OF TIME WARNER, WHICH WERE SO EVIDENT IN THAT
VIDEO, CANNOT BE EMPHASIZED ENOUGH.
THEY ARE AT THE HEART OF THE LOGIC BEHIND OUR MERGER.
AOL HAS THE WORLD'S PREMIER INTERNET BRANDS.
WE HAVE THE MOST RESPECTED, TRUSTED BRANDS IN GLOBAL MEDIA AND
ENTERTAINMENT.
AOL HAS THE LARGEST ONLINE COMMUNITIES OF SUBSCRIBERS AND REGISTRANTS. ITS
ONLINE ADVERTISING PRESENCE CONTINUES TO GROW RAPIDLY.
OUR MAIN SUBSCRIPTION-BASED BUSINESSES IN PUBLISHING, CABLE NETWORKS AND
CABLE HAVE BUILT A CORE OF OVER 100 MILLION SUBSCRIBERS. IN EACH CATEGORY, WE'RE
THE CLEAR LEADER IN ATTRACTING AND KEEPING ADVERTISERS.
BOTH OUR COMPANIES COMPRISE HIGH-PERFORMANCE BUSINESSES, SKILLED IN
SERVING CUSTOMERS AND CREATING RELATIONSHIPS THAT INSTEAD OF ENDING WITH A
SINGLE TRANSACTION ENDURE FOR YEARS, AND IN THE CASE OF TIME WARNER, FOR
DECADES.
PUBLISHING'S 1999 OPERATING RESULTS TESTIFIED TO ITS CONSISTENT
VITALITY. ADVERTISING REVENUES WERE UP 18% OVER THE PREVIOUS YEAR--AND REMEMBER,
THAT GROWTH IS OFF WHAT IS ALREADY THE LARGEST ADVERTISING BASE OF ANY
PUBLISHING COMPANY.
WHEN THE 90'S BEGAN, PUBLISHING WAS BEING TAGGED BY SOME AS A MATURE
INDUSTRY..... BY THE TIME THEY ENDED, TIME INC. HAD LAUNCHED MORE NEW MAGAZINES
THAN AT ANY TIME IN ITS HISTORY, INCLUDING ENTERTAINMENT WEEKLY, TEEN PEOPLE AND
IN STYLE.
IN 2000, IT WILL TAKE THE PACE UP ANOTHER NOTCH, LAUNCHING FIVE MAGAZINES.
WE EXPECT THE COMBINATION OF AOL AND TIME INC. TO HEIGHTEN FURTHER THE
MOMENTUM OF PUBLISHING AS A GROWTH LEADER.
CABLE NETWORKS WAS OUR TOP PERFORMER IN 1999, WITH ROBUST GAINS IN BOTH
SUBSCRIPTION AND ADVERTISING.
HERE AGAIN, IT'S A STORY OF VITALITY AND CONSISTENCY.
FOR THE 22ND CONSECUTIVE YEAR, TBS SUPERSTATION WAS WATCHED BY MORE PEOPLE
THAN ANY OTHER CABLE NETWORK. TNT IS DISTRIBUTED TO 77 MILLION U.S. SUBSCRIBERS.
CARTOON NETWORK HAS PASSED THE 60 MILLION MARK.
CNN, THE WORLD'S LEADING ELECTRONIC NEWS BRAND, REACHES OVER A BILLION
PEOPLE WORLDWIDE.
CNN.COM RANKS AMONG THE MOST-VISITED NEWS SITES ON THE WEB AND WILL BE
AN IMPORTANT BRAND IN AOL TIME WARNER'S GLOBAL STRATEGY TO SERVE CONSUMERS
"ANYTIME, ANYWHERE."
WHEN IT COMES TO HBO, CRITICS AND VIEWERS AGREE: NOT ONLY DOES "THE
SOPRANOS" REPRESENT THE VERY BEST IN TELEVISION, IT ALSO EMBODIES THE
PROGRAMMING GENIUS THAT MAKES HBO TELEVISION'S MOST SIGNIFICANT NETWORK.
HOME BOX OFFICE CONTINUES TO BE AMONG THE WORLD'S TOP ELECTRONIC
SUBSCRIPTION BUSINESSES, WITH A TOTAL OF NEARLY 36 MILLION SUBSCRIPTIONS.
AT TIME WARNER CABLE, ALONG WITH EXPANDED PROGRAMMING CHOICES--AND AN EVEN
GREATER DIVERSITY OF CONTENT FROM AN EVEN WIDER VARIETY OF SOURCES--OUR
FIVE-YEAR REBUILD ALLOWS US TO DELIVER IMPROVED RELIABILITY AND ENHANCED QUALITY
TO BASIC SUBSCRIBERS.
THE SAME TECHNOLOGY IS PRODUCING NEW REVENUE STREAMS FROM DIGITAL AND
HIGH-SPEED INTERNET SERVICES AND ADVERTISING. WE'RE CONFIDENT TIME WARNER
CABLE'S RECORD GROWTH IN 1999 IS PROOF OF EVEN BETTER THINGS TO COME.
I'D ADD HERE HOW PLEASED WE ARE BY THE MEMORANDUM OF UNDERSTANDING WE HAVE
WITH AOL ON OPEN ACCESS FOR MULTIPLE INTERNET SERVICE PROVIDERS. NOBODY KNOWS
BETTER THAN CABLE OPERATORS HOW CRUCIAL DIVERSITY OF CONTENT IS TO THE SUCCESS
OF DISTRIBUTION NETWORKS AND OUR AGREEMENT GUARANTEES SUBSCRIBERS WILL FIND ON
TIME WARNER CABLE THE VERY BEST VARIETY OF ISPs.
IN TERMS OF OPERATING RESULTS, OUR MUSIC GROUP'S RESULTS FOR THE YEAR WERE
DOWN.
DESPITE THIS, IT'S ALREADY CLEAR THAT NO ENTERTAINMENT BUSINESS IS GOING TO
BE MORE PROFOUNDLY AFFECTED BY THE INTERNET THAN MUSIC. IT GOES WAY BEYOND WHAT
RADIO OR MTV DID FOR THE INDUSTRY, NOT JUST INCREASING PEOPLE'S EXPOSURE TO
ARTISTS AND GENRES, BUT REVOLUTIONIZING THE WAY MUSIC IS PRODUCED, MARKETED,
SOLD, AND CONSUMED.
AT THE VERY MOMENT THIS IS HAPPENING, THE UPCOMING GLOBAL JOINT VENTURE
BETWEEN WARNER MUSIC AND EMI WILL GIVE US THE WORLD'S FINEST MUSIC CATALOGUE AND
A POWERFUL ROSTER OF INTERNATIONAL RECORDING ARTISTS.
PUT THAT TOGETHER WITH AOL'S INTERNET MUSIC PRESENCE, AND YOU HAVE A
BUSINESS WITH IMMENSE POTENTIAL FOR NEW GROWTH.
WHEN IT COMES TO FILMED ENTERTAINMENT, SAY THE WORDS "WARNER BROS. STUDIO"
AND THE FIRST THING THAT POPS INTO PEOPLE'S HEADS IS A GREAT TRADITION OF
MOVIEMAKING.
MOVIES WILL ALWAYS BE INTEGRAL TO WARNER BROS.' PERFORMANCE. LED BY THE
MATRIX, FOR EXAMPLE, THE HIGHEST GROSSING FILM IN WARNER BROS.' HISTORY--WITH A
BOX OFFICE OF ALMOST HALF-A-BILLION DOLLARS--MOVIES HELPED LEAD WARNER BROS. TO
ANOTHER RECORD YEAR.
BUT WARNER BROS. ISN'T JUST MOVIES.
IT'S A BOOMING HOME VIDEO BUSINESS--AND A FAST-GROWING DVD COMPONENT.
AND IT'S TELEVISION..... FIRST-RUN SYNDICATION AND HIT SHOWS LIKE ER, WEST
WING, AND OF COURSE, FRIENDS.
IN A MOMENT, I'LL SHOW A TRAILER FROM THE PERFECT STORM, WHICH WARNER BROS.
WILL RELEASE NEXT MONTH.
TRAILERS ARE AN ART FORM IN THEIR OWN RIGHT.
THEY'RE ALSO A TERRIFIC REMINDER THAT BEHIND THE DRY AND LIFELESS WORD
CONTENT--A WORD CONSTANTLY THROWN AROUND IN DISCUSSIONS OF THE MEDIA--IS A
CREATIVE PROCESS AT ONCE COMPLEX AND IDIOSYNCRATIC..... DEEPLY IMAGINATIVE AND
LABOR INTENSIVE..... A UNIQUE COMBINATION OF COMMERCE AND ART, TALENT AND
TECHNOLOGY..... WHOSE END RESULT..... IF DONE RIGHT..... IS UTTERLY MAGICAL.
THE INTERNET GIVES US A CANVAS BIGGER, MORE ADAPTABLE AND FLEXIBLE THAN ANY
WE'VE HAD BEFORE.
BUT WHETHER THE DISTRIBUTION MEDIA ARE DIGITAL OR TRADITIONAL, WHAT WILL
DRAW AND KEEP AUDIENCES IS WHAT HAS ALWAYS DRAWN AND KEPT THEM--CONTENT SO WELL
CRAFTED AND ELEGANTLY EXECUTED THAT IT HOLDS OUR INTEREST, ENGAGES OUR MINDS AND
SENSES, AS IT INFORMS AND ENTERTAINS.
PLEASE WATCH THE SCREEN.
------------------------
SET FORTH BELOW IS THE SCRIPT OF A VIDEO SHOWN AT THE ANNUAL MEETING OF
STOCKHOLDERS OF TIME WARNER INC. ON MAY 18, 2000 AND REFERRED TO IN MR. LEVIN'S
REMARKS:
VIDEO AUDIO
- ----------------------------------------- --------------------------------------
Images of the "digital revolution" with Narration:
emphasis on media and entertainment:
The digital revolution is transforming
the media and entertainment landscapes
Person using a cutting edge PDA to with unprecedented speed.
access CNN Mobile.
Time Inc. books/magazines on sale on line.
DVD being put into a player (Matrix)
DVD playing hit movie. (Matrix)
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
For Time Warner--
Product shots from montage mix to Time the most creative and content rich
Warner logo, then mix to a fast montage media and entertainment company--
of brands the new technologies,
new avenues of distribution, and new
marketplaces bring tremendous
opportunities for growth.
Continue montage of new technology:
Multiplexing on HBO,
RoadRunner
Music on the web
Publishing online
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
Merger graphic Time Warner's upcoming merger with AOL
vastly accelerates this growth.
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
On Camera: Dick Parsons On camera: Dick Parsons:
Lower third: name and title "Our information and entertainment
businesses are powerful engines for
the creation of compelling content.
And by combining this content with
these new digital delivery platforms,
we're going to be able to offer
more consumers more choice, anywhere
around the globe."
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
Narration:
The combination with AOL turbo-charges
all of Time Warner's businesses,
creating the potential for a future of
exponential digital growth.
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
Graphic Transition This burgeoning global
marketplace will generate new
audiences and new fans for Time
Warner's popular entertainment.
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
On Camera: Barry Meyer On Camera: Barry Meyer:
"A cornerstone of Warner Bros.
business strategy has been to build
brands and develop franchises, and an
expanded Internet platform offers us
valuable opportunities for distribu-
Cutaways highlight the brands and tion, product promotion and brand
products of Warner Bros. expansion now and in the future."
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
Narration:
As the internet platform becomes more
and more portable, media and
entertainment take on an added
dimension in people's lives.
Show "portability" of internet:
laptops, PDA's, MP3 players, internet
kiosks at the airport, etc.
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
On Camera: Roger Ames On Camera: Roger Ames:
"It's the ability to make music
portable and to make music consumable
Cutaways highlight the brands and in ways that it never was before."
products of the music businesses.
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
Narration:
When it merges with EMI, the Warner
Music Group will be the world's most
diverse music company...
with a major presence on the internet.
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
On Camera: Roger Ames On Camera: Roger Ames:
"We already have a variety of
initiatives from digital downloading
to e-commerce to Web ready promotions.
So, we are already utilizing the
enormous potential of the Internet."
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
Narration:
Written TW content being distributed To the talented and pioneering people
and consumed on the net in a variety of who create the valuable content that
ways. drives Time Warner, the new era offers
new ways to reach individuals around
the world.
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
On Camera: Don Logan On Camera: Don Logan:
"We have terrific journalists who know
their business, who are able to create
Cutaways highlight the brands and stories and images that connect with
products of the publishing businesses. the readers and we believe that that's
going to have great value as we
translate those over into electronic
form and distribution."
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
Narration:
Brands that stand for quality are the
brands of choice in the market place,
and popular content and services
attract more subscribers, further
expanding the company's digital
delivery networks.
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
On Camera: Terry McGuirk On Camera: Terry McGuirk:
"Part of the magic of this merger is
that as the distribution comes, we can
build the networks that can fill those
pipes."
Cutaways highlight the brands and
products of the Turner Networks.
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
Narration:
Time Warner's advanced fiber-optic
cable systems are leading the cable
industry into the digital age.
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
On Camera: Joe Collins On Camera: Joe Collins:
"The future of the Internet is in
Cutaways highlight the brands and high-speed delivery.
products of the cable businesses. The rapid roll-out of digital cable,
high-speed online service, high-
definition television, video-on-demand
and telephony. We are in the
communications business, really in
every sense of the word."
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
On Camera: Jeff Bewkes:
"There's a new HBO product called HBO
on Demand. You pick the program; pick
the movie, pick the HBO series, and it
will be digitally delivered to your
home. And that's the essence of the
digital revolution."
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
Narration:
Together AOL and Time Warner are
unmatched in their diversity of
products, popular brands, and
distribution networks...setting the
stage for accelerated growth.
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
On Camera: Richard Bressler:
"We're going to touch over two and
a half billion people a month. We
have over one hundred million
subscriptions on a monthly basis
and our combined revenues will start
out at over 40 billions dollars."
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
On Camera: Barry Meyer:
"I think you've got the ultimate
marriage of content and distribution."
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
On Camera: Roger Ames:
"It's going to be how you can
harness those two assets together
to drive something that is really
special."
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
On Camera: Jeff Bewkes:
"There are things that are possible
that we do together that we couldn't
think of when we were apart."
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
On Camera: Terry McGuirk:
"We've got all of the raw materials."
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
On Camera: Ted Turner:
"The challenge now is to intergrate
and execute."
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------
On Camera: Dick Parsons:
Clips of products "We are creating an enterprise of
truly unlimited possibilities."
- ----------------------------------------- --------------------------------------
- ----------------------------------------- --------------------------------------