SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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                     QUESTIONS AND ANSWERS ABOUT THE MERGER
 
Q: Why are America Online and Time Warner proposing the merger?
 
A: We are proposing the merger because we believe the combined strengths of our
   two companies will enable us to build the world's preeminent, fully
   integrated media and communications company. The merger will combine Time
   Warner's broad array of media, entertainment and news brands and its
   technologically advanced broadband delivery systems with America Online's
   extensive Internet franchises, technology and infrastructure to create a new
   company capable of enhancing consumers' access to the broadest selection of
   high-quality content and interactive services. By combining the leading
   interactive services and media companies, AOL Time Warner will create the
   potential for stronger operating and financial results than either company
   could achieve on its own.
 
Q: What will I receive in the merger?
 
A: Stockholders of America Online and Time Warner will receive the following in
   the merger:
 
  .  America Online common stockholders will receive one share of AOL Time
     Warner common stock for each share they own;
 
  .  Time Warner common stockholders will receive 1.5 shares of AOL Time
     Warner common stock for each share they own;
 
  .  Time Warner series LMCN-V common stockholders will receive 1.5 shares of
     substantially identical AOL Time Warner series LMCN-V common stock for
     each share they own; and
 
  .  Time Warner preferred stockholders will receive one share of a
     corresponding series of substantially identical AOL Time Warner
     preferred stock for each share of each series of Time Warner preferred
     stock they own, with appropriate adjustment to the voting rights and
     conversion ratio for each series.
 
Q: What stockholder approvals are needed?
   
A: For America Online, the affirmative vote of the holders of a majority of the
   outstanding shares of America Online's common stock is required to adopt the
   merger agreement. Each holder of common stock is entitled to one vote per
   share. As of the record date, America Online directors and executive
   officers and their affiliates owned approximately [ ]% of the outstanding
   shares.     
   
   For Time Warner, the affirmative vote of a majority of the voting power of
   the outstanding shares of Time Warner's common stock and preferred stock,
   voting together as one group, is required to adopt the merger agreement.
   Time Warner common stockholders are entitled to one vote per share, and the
   Time Warner preferred stockholders are entitled to four votes per share. The
   holders of the Time Warner series LMCN-V common stock are not entitled to
   vote on the merger proposal.     
   
   As of the record date, Time Warner directors and executive officers and
   their affiliates, including R.E. Turner, owned approximately [ ]% of the
   voting power of Time Warner capital stock entitled to vote at the Time
   Warner special meeting. Mr. Turner and his affiliates who are parties to a
   voting agreement with America Online have agreed to vote substantially all
   their shares of Time Warner common stock in favor of the adoption of the
   merger agreement. Shares of Time Warner common stock owned by Mr. Turner and
   his affiliates represent approximately [  ]% of the voting power of Time
   Warner capital stock entitled to vote at the Time Warner special meeting.
       
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