SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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   Salomon Smith Barney's opinion is directed only to the fairness, from a
financial point of view, of the Time Warner common stock exchange ratio to
America Online and is not intended and does not constitute a recommendation to
any stockholder of America Online as to how such stockholder should vote at the
America Online special meeting. No limitations were imposed by America Online
upon Salomon Smith Barney with respect to the investigations made or procedures
followed by it in rendering its opinion. Although Salomon Smith Barney
evaluated the financial terms of the merger and participated in discussions
concerning the determination of the Time Warner common stock exchange ratio,
Salomon Smith Barney was not asked to and did not recommend this exchange
ratio, which was the result of arm's length negotiations between America Online
and Time Warner.
 
   In connection with rendering its opinion, Salomon Smith Barney, among other
things:
 
  .  reviewed a draft of the merger agreement;
 
  .  held discussions separately with certain senior officers and other
     representatives and advisors of America Online and Time Warner
     concerning the business, operations and prospects of America Online and
     Time Warner, respectively;
 
  .  examined publicly available business and financial information relating
     to America Online and Time Warner as well as certain estimates and other
     data for America Online and Time Warner prepared by Salomon Smith
     Barney's and Morgan Stanley's research analysts;
 
  .  examined information relating to some of the strategic implications and
     operational benefits anticipated from the merger; and
 
  .  evaluated the potential pro forma financial impact of the merger on
     America Online.
 
   In addition, Salomon Smith Barney conducted other analyses and examinations
and considered other financial, economic and market criteria as it deemed
appropriate.
 
   In rendering its opinion, Salomon Smith Barney assumed and relied, without
independent verification, upon the accuracy and completeness of all financial
and other information publicly available or furnished to or otherwise reviewed
by or discussed with it. Salomon Smith Barney relied on estimates prepared by
Salomon Smith Barney's research analysts, based on Salomon Smith Barney's own
independent evaluation of this information and indications by the management of
America Online that the estimates regarding America Online were reasonably
consistent with their own and indications by the management of Time Warner that
estimates regarding Time Warner prepared by Morgan Stanley's research analysts
were reasonably consistent with their own. Salomon Smith Barney determined that
its research analysts' estimates regarding Time Warner were generally
consistent with Morgan Stanley's research analysts' estimates regarding Time
Warner, which was acknowledged by the managements of America Online and Time
Warner. With respect to the anticipated strategic, financial and operational
benefits of the merger, Salomon Smith Barney assumed that the information
provided was reasonably prepared on bases reflecting the best currently
available estimates and judgments as to the strategic implications and
operational benefits anticipated to result from the merger. Salomon Smith
Barney assumed that the merger agreement would be substantially the same as the
draft which Salomon Smith Barney reviewed. Salomon Smith Barney further
assumed, with the consent of America Online, that the merger will be treated as
a tax-free "reorganization" for federal income tax purposes.
   
   Salomon Smith Barney did not express any opinion as to what the value of AOL
Time Warner common stock actually will be when issued pursuant to the merger or
the price at which the AOL Time Warner common stock will trade subsequent to
the merger. Salomon Smith Barney did not make and was not provided with an
independent evaluation or appraisal of the assets or liabilities, contingent or
otherwise, of America Online or Time Warner nor did Salomon Smith Barney make
any physical inspection of the properties or assets of America Online or Time
Warner. Salomon Smith Barney was not requested to consider, and Salomon Smith
Barney's opinion does not address, the relative merits of the merger as
compared to any alternative business strategies that might exist for America
Online or the effect of any other transaction in which America Online might
engage.     
 
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