SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
                                 LEGAL MATTERS
 
   The validity of the shares of AOL Time Warner stock offered by this joint
proxy statement-prospectus will be passed upon for AOL Time Warner by Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts. Kenneth J.
Novack, Vice Chairman of America Online, also serves as Of Counsel to Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and owns an aggregate of 1,259
shares of America Online common stock and options to purchase 2,683,000 shares
of America Online common stock. Attorneys of Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C. and members of their families and trusts for their own
benefit own an aggregate of approximately 5,600 shares of America Online common
stock.
 
   Cravath, Swaine & Moore, counsel for Time Warner, and Simpson Thacher &
Bartlett, counsel for America Online, will pass upon certain Federal income tax
consequences of the merger for Time Warner and America Online, respectively.
 
                                    EXPERTS
 
   Ernst & Young LLP, independent auditors, have audited the consolidated
financial statements of America Online, Inc. included in its Annual Report on
Form 10-K for the year ended June 30, 1999, as set forth in their report, which
is incorporated in this joint proxy statement-prospectus and elsewhere in the
registration statement. These consolidated financial statements are
incorporated by reference in reliance on Ernst & Young's report, given on their
authority as experts in accounting and auditing.
 
   Ernst & Young LLP, independent auditors, have audited the consolidated
financial statements and schedules of Time Warner Inc. and Time Warner
Entertainment Company, L.P. included in Time Warner's Annual Report on Form 10-
K for the year ended December 31, 1998 as amended by Form 10-K/A dated June 28,
1999, as set forth in their reports, which are incorporated in this joint proxy
statement-prospectus and elsewhere in the registration statement. These
consolidated financial statements and schedules are incorporated by reference
in reliance on Ernst & Young's reports, given on their authority as experts in
accounting and auditing.
 
                                 OTHER MATTERS
 
   Neither America Online nor Time Warner presently intends to bring any
matters other than those described in this document before its special meeting.
Further, neither America Online nor Time Warner has any knowledge of any other
matters that may be introduced by other persons. If any other matters do
properly come before either company's special meeting or any adjournment or
postponement of either company's special meeting, the persons named in the
enclosed proxy forms of America Online or Time Warner, as applicable, will vote
the proxies in keeping with their judgment on such matters.
                              
                           STOCKHOLDER PROPOSALS     
   
   Pursuant to Rule 14a-8 under the Exchange Act, stockholders may present
proper proposals for inclusion in a company's proxy statement and for
consideration at the next annual meeting of its stockholders by submitting
their proposals to the company in a timely manner.     
   
   America Online. America Online will hold an annual meeting in the year 2000
only if the merger has not already been completed. If the annual meeting is
held, stockholder proposals will be eligible for inclusion in America Online's
proxy statement relating to the 2000 annual meeting of stockholders if the
stockholder proposals are received no later than May 27, 2000. To be considered
for presentation at the America Online annual meeting, although not included in
the proxy statement, proposals must be received no later than August 29, 2000,
nor earlier than July 20, 2000. All stockholder proposals should be marked for
the attention of Corporate Secretary, America Online, Inc., 22000 AOL Way,
Dulles, Virginia 20166.     
 
                                      130