SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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  .  in the publishing business, cross-marketing opportunities between Time
     Warner's prominent brands and America Online's interactive services are
     expected to provide new opportunities for subscriber growth.
 
   Finally, the Time Warner board considered management's view that AOL Time
Warner will have enhanced advertising and revenue potential due to its ability
to offer promotional packages that include both traditional and online
components.
 
   Strengthened International Position. The board of directors of Time Warner
considered the view of senior members of Time Warner's management team that the
combination of Time Warner's strong international presence with America
Online's global interactive services, will further strengthen the combined
company's position in the international marketplace.
 
   Increased Benefits for Consumers. The board of directors of Time Warner
reviewed the potential for the combination of Time Warner and America Online to
provide increased benefits for consumers. The Time Warner board of directors
considered the view of senior members of Time Warner's management team that,
through the combination of Time Warner's programming capabilities with America
Online's Internet capabilities, AOL Time Warner is expected to be able to
provide consumers with enhanced access to a broad selection of high quality
content and interactive services. The Time Warner board of directors also
considered management's view that, through the cooperative efforts of employees
with creative and journalistic talents and employees with technological
expertise, AOL Time Warner is expected to offer new and innovative products and
services that are particularly suited to interactive media.
 
   America Online's Business and Technology Infrastructure. In evaluating the
combination of Time Warner and America Online, the board of directors of Time
Warner considered information and analyses regarding the financial condition
and results of operations of America Online. The Time Warner board of directors
also considered information regarding America Online's Internet capacity and
capabilities. Finally, the Time Warner board of directors considered
information regarding prospects of and challenges facing Internet businesses in
general and America Online in particular, including the view that the future of
the Internet will be determined by companies that are able to take advantage of
the distribution channels created by the Internet through providing compelling
entertainment and informational content.
 
   Expected Impact of the Combination. The board of directors of Time Warner
noted that the combination of Time Warner and America Online is expected to
strengthen the financial condition of both Time Warner and America Online. The
Time Warner board of directors also noted that the combination of Time Warner
and America Online would be accounted for as a purchase transaction.
 
   Opinion of Morgan Stanley. The board of directors of Time Warner reviewed a
detailed presentation by representatives of Morgan Stanley regarding the
financial aspects of the proposed combination of Time Warner and America
Online, including the ratio of exchanging shares of Time Warner common stock
and series common stock for shares of AOL Time Warner common stock and series
common stock. The board of directors of Time Warner considered the opinion of
Morgan Stanley that the ratio for exchanging shares of Time Warner common stock
or series common stock for shares of AOL Time Warner common stock or series
common stock pursuant to the merger agreement was fair, from a financial point
of view, to the holders of common stock and series common stock of Time Warner.
 
   Ratio of Exchanging Shares of Time Warner Common Stock for Shares of AOL
Time Warner Common Stock. The board of directors of Time Warner considered the
fact that the proposed ratio of exchanging shares of common stock of Time
Warner for shares of common stock of AOL Time Warner would provide Time
Warner's stockholders with a substantial premium as compared to Time Warner's
and America Online's stock market prices at the time of execution of the merger
agreement.
 
   The board of directors of Time Warner considered the fact that the value of
the consideration to be received by holders of Time Warner's common stock could
change depending upon the performance of
 
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