SEC Filings

WARNER MEDIA, LLC filed this Form S-4/A on 03/24/2000
Entire Document
  .  the analyses and presentation of Salomon Smith Barney on the financial
     aspects of the proposed merger, and their written opinion to the effect
     that, as of January 9, 2000, and based on and subject to the various
     considerations set forth in its opinion, the exchange ratio of AOL Time
     Warner common stock for shares of Time Warner common stock was fair from
     a financial point of view to America Online;
  .  the terms and conditions of the merger agreement, stock option
     agreements and voting agreement, including the fact that the exchange
     ratios are fixed, the agreement of R.E. Turner and certain of his
     affiliates to vote in favor of the merger, the limitations on the
     interim business operations of each of America Online and Time Warner,
     the conditions to consummation of the merger, the right of the parties
     to the merger agreement, under certain circumstances, to respond to,
     evaluate and negotiate with respect to other business combination
     proposals, the circumstances under which the merger agreement could be
     terminated and the size and impact of termination fees associated with a
     termination; the grant of reciprocal options to purchase shares of
     common stock by each company, as well as the advice of America Online's
     financial and legal advisors that these provisions were reasonable in
     the context of the transaction;
  .  the corporate governance arrangements established for the transaction,
     including the board composition, designation of key senior management
     and the establishment of an integration committee, which are designed to
     promote the continuity of management from each company and smooth
     integration of the businesses;
  .  the fact that the merger likely will be completed, including the
     likelihood that the merger will receive the necessary regulatory
  .  the expected tax treatment of the merger for U.S. federal income tax
  .  the accounting treatment of the transaction as a "purchase" transaction,
     including the goodwill that will be recorded on the financial statements
     of AOL Time Warner; and     
  .  the interests of the officers and directors of America Online and Time
     Warner in the merger, including the matters described under "--Interests
     of Certain America Online Directors and Executive Officers in the
     Merger," and the impact of the merger on America Online's stockholders,
     customers and employees.
   The America Online board also considered the potential adverse consequences
of other factors on the proposed merger, including:
  .  the challenges of combining the businesses, assets and workforces of two
     major companies and the risks of not achieving the expected operating
     efficiencies or growth;
  .  the risk of diverting management focus and resources from other
     strategic opportunities and from operational matters while working to
     implement the merger; and
  .  the risk that the merger will not be consummated.
   This discussion of the information and factors considered by the America
Online board is not intended to be exhaustive, but includes the material
factors considered. The America Online board did not assign particular weight
or rank to the factors it considered in approving the merger. In considering
the factors described above, individual members of the America Online board may
have given different weight to various ones. The America Online board
considered all these factors as a whole, and overall considered them to be
favorable to and to support its determination.
Time Warner's Reasons for the Merger
   The board of directors of Time Warner believes that the combination of Time
Warner and America Online will create a preeminent global company that, for the
first time, will fully integrate traditional and new media