SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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                               [TIME WARNER LOGO]
 
                                TIME WARNER INC.
                              75 Rockefeller Plaza
                               New York, NY 10019
 
             Notice of Special Meeting of Time Warner Stockholders
                                 [      ], 2000
                             [      ] at [   ] A.M.
 
To the stockholders of Time Warner Inc.:
 
   We will hold a special meeting of the stockholders of Time Warner Inc. on
[   ], 2000, at [  ] a.m., local time, at [            ], for the following
purposes:
 
  1.  To consider and vote upon a proposal to adopt a merger agreement
      between America Online and Time Warner pursuant to which America Online
      and Time Warner will each become a wholly owned subsidiary of a new
      holding company that will be named AOL Time Warner Inc. and:
       
    .  each share of Time Warner common stock will be converted into 1.5
       shares of AOL Time Warner common stock;     
       
    .  each share of Time Warner series LMCN-V common stock will be
       converted into 1.5 shares of AOL Time Warner series LMCN-V common
       stock having terms substantially identical to those of the Time
       Warner series LMCN-V common stock; and     
       
    .  each share of each series of Time Warner preferred stock will be
       converted into one share of a corresponding series of AOL Time
       Warner preferred stock having terms substantially identical to those
       of that series of Time Warner preferred stock, with appropriate
       adjustment to the voting rights and conversion ratio for each
       series.     
 
  2.  To transact any other business that may properly come before the
      special meeting or any adjournment or postponement of the special
      meeting.
 
   These items of business are described in the attached joint proxy statement-
prospectus. Holders of record of Time Warner common stock and Time Warner
preferred stock at the close of business on [    ], 2000, the record date, are
entitled to vote at the special meeting and any adjournments or postponements
of the special meeting.
 
   Your vote is very important, regardless of the number of shares you own.
Please vote as soon as possible to make sure that your shares are represented
at the meeting. To vote your shares, you may complete and return the enclosed
proxy card or you may be able to submit your proxy or voting instructions by
telephone or the Internet. If you are a holder of record, you may also cast
your vote in person at the special meeting. If your shares are held in an
account at a brokerage firm or bank, you must instruct them on how to vote your
shares. If you do not vote or do not instruct your broker or bank on how to
vote, it will have the same effect as voting against the merger. You may not
appoint more than three persons to act as your proxy.