SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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various regulatory filings were expected to be timely made and that the various
regulatory approvals were expected to be granted in due course.
   
  Potential Adverse Consequences of the Combination. The board of directors of
Time Warner considered several risks associated with the combination of Time
Warner and America Online that have the potential to create adverse
consequences for Time Warner. In particular, the Time Warner board of directors
considered the risk that the attention and efforts of senior members of Time
Warner's management team may be diverted from Time Warner's businesses while
they are working to implement the merger and that valuable strategic
opportunities may be lost. The Time Warner board of directors also considered
the risk that the combination of Time Warner and America Online may not be
completed.     
 
   This summary of the factors considered by the board of directors of Time
Warner in evaluating the merits of the combination of Time Warner and America
Online is not intended to be exhaustive but is believed to include all material
factors considered by the Time Warner board of directors. Due to the wide
variety of the factors that the Time Warner board of directors considered in
evaluating the merits of the combination of Time Warner and America Online, the
Time Warner board of directors did not find it practicable to, and did not
attempt to, quantify or otherwise assign relative weights to the specific
factors considered in its evaluation. In addition, the Time Warner board of
directors did not undertake to make any specific determination as to whether
any particular factor, or any aspect of any particular factor, should be
regarded as favorable or unfavorable; instead the Time Warner board of
directors analyzed all of the factors as a whole and determined that, overall,
the factors support its conclusion that the combination of Time Warner and
America Online is in the best interests of Time Warner and its stockholders.
Individual members of the Time Warner board of directors may have considered
some factors to be more important than other factors and may have considered
some factors, or aspects of some factors, to be favorable while other members
considered them to be unfavorable.
 
Recommendation of America Online's Board Of Directors
 
   The America Online board of directors believes that the merger is fair to
America Online's stockholders and in their best interest, and recommends the
adoption of the merger agreement.
 
   In considering the recommendation of the America Online board of directors
with respect to the merger agreement, you should be aware that certain
directors and executive officers of America Online have interests in the merger
that are different from, or are in addition to, the interests of America Online
stockholders. Please see the section entitled "Interests of Certain America
Online Directors and Executive Officers in the Merger" that begins on page 54
of this joint proxy statement-prospectus.
 
Opinion of America Online's Financial Advisor
 
   America Online retained Salomon Smith Barney to act as its financial advisor
in connection with a possible business combination transaction with Time
Warner. In connection with its engagement, America Online instructed Salomon
Smith Barney to evaluate the fairness, from a financial point of view, of the
Time Warner common stock exchange ratio to America Online. At the January 9,
2000 meeting of the board of directors of America Online, Salomon Smith Barney
delivered its written opinion to the board of directors of America Online to
the effect that, as of the date of such opinion and based upon the various
qualifications and assumptions set forth therein, the exchange ratio of 1.5
shares of AOL Time Warner common stock for each share of Time Warner common
stock is fair, from a financial point of view, to America Online.
 
   The full text of Salomon Smith Barney's opinion dated January 9, 2000 is
attached as Annex E to this joint proxy statement-prospectus. We urge you to
read this opinion in its entirety for assumptions made, procedures followed,
matters considered and limits of the review by Salomon Smith Barney in arriving
at its opinion. The summary of the opinion of Salomon Smith Barney is qualified
in its entirety by reference to the full text of Salomon Smith Barney's
opinion.
 
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