SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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  .  discussed with senior executives of America Online and Time Warner
     certain strategic, financial and operational benefits they anticipate
     from the merger;
 
  .  reviewed the reported prices and trading activity for America Online's
     common stock and Time Warner's common stock;
 
  .  compared the financial performance of America Online and Time Warner and
     the prices and trading activity of America Online's common stock and
     Time Warner's common stock with those of other comparable publicly
     traded companies and their securities;
 
  .  reviewed the financial terms, to the extent publicly available, of
     precedent transactions that Morgan Stanley deemed relevant;
 
  .  participated in discussions and negotiations among representatives of
     America Online and Time Warner and their financial and legal advisors;
 
  .  reviewed the draft of the merger agreement, the draft of the voting
     agreement to be entered into between America Online and Mr. Turner and
     his affiliates and the draft of the stock option agreements to be
     entered into between America Online and Time Warner, each substantially
     in the form of the draft dated January 9, 2000, and related documents;
     and
 
  .  performed other analyses and considered other factors as Morgan Stanley
     deemed appropriate.
 
   Morgan Stanley assumed and relied upon, without independent verification,
the accuracy and completeness of the information reviewed by it for the
purposes of its opinion. Morgan Stanley did not receive financial forecasts for
America Online or Time Warner and instead relied on the publicly available
estimates of selected analysts, including those at Morgan Stanley, who report
on America Online and Time Warner. With respect to the anticipated strategic,
financial and operational benefits of the merger, including assumptions
regarding America Online's and Time Warner's existing and future products and
technologies, Morgan Stanley assumed that the information provided has been
reasonably prepared on the bases reflecting the best currently available
estimates and judgments of the future financial and operational performance of
America Online and Time Warner. Morgan Stanley did not make and did not assume
responsibility for making any independent valuation or appraisal of the assets
or liabilities of Time Warner or America Online, nor was Morgan Stanley
furnished with any appraisals of those assets and liabilities. Morgan Stanley
assumed that the executed versions of the merger agreement, the voting
agreement and the stock option agreements would not differ in any material
respect from the last drafts of these agreements reviewed by Morgan Stanley.
Morgan Stanley assumed that the merger will be completed in accordance with the
terms provided in the merger agreement without material modification or waiver
and that the merger will be a tax-free reorganization or exchange under the
Internal Revenue Code of 1986. The opinion of Morgan Stanley is necessarily
based on financial, economic, market and other conditions as in effect on, the
information made available to Morgan Stanley as of, and the financial condition
of Time Warner and America Online on, January 9, 2000.
 
   The following is a summary of the material financial analyses performed by
Morgan Stanley in connection with its oral opinion and the preparation of its
written opinion. These summaries of financial analyses include information
presented in tabular format. In order to fully understand the financial
analyses used by Morgan Stanley, the tables must be read together with the text
of each summary. The tables alone do not constitute a complete description of
the financial analyses.
 
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