SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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Recommendation of the Boards of Directors and Opinions of Financial Advisors
(see page 38)     
 
   To America Online Stockholders: The America Online board of directors
believes that the merger is fair to you and in your best interest and, with one
member absent, unanimously voted to approve the merger agreement and
unanimously recommends that you vote FOR the adoption of the merger agreement.
 
   To Time Warner Stockholders: The Time Warner board of directors believes
that the merger is fair to you and in your best interest and unanimously voted
to approve the merger agreement and unanimously recommends that you vote FOR
the adoption of the merger agreement.
 
   Opinion of America Online's Financial Advisor. In deciding to approve the
merger, the America Online board of directors considered the opinion of its
financial advisor, Salomon Smith Barney Inc., that, as of the date of its
opinion, and subject to and based on the considerations referred to in its
opinion, the ratio to exchange Time Warner common stock for AOL Time Warner
common stock is fair, from a financial point of view, to America Online. The
full text of this opinion is attached as Annex E to this joint proxy statement-
prospectus. America Online urges its stockholders to read the opinion of
Salomon Smith Barney in its entirety.
 
   Opinion of Time Warner's Financial Advisor. In deciding to approve the
merger, the Time Warner board of directors considered the opinion of its
financial advisor, Morgan Stanley & Co. Incorporated, that, as of the date of
its opinion, and subject to and based on the considerations referred to in its
opinion, the ratio to exchange Time Warner common stock and series common stock
for AOL Time Warner common stock and series common stock is fair, from a
financial point of view, to the holders of Time Warner common stock and series
common stock. The full text of this opinion is attached as Annex F to this
joint proxy statement-prospectus. Time Warner urges its stockholders to read
the opinion of Morgan Stanley in its entirety.
       
          
Appraisal Rights (see page 63)     
   
  Under Delaware law, America Online stockholders and Time Warner common
stockholders are not entitled to appraisal rights in connection with the
merger. However, holders of the Time Warner series LMCN-V common stock and Time
Warner preferred stock who submit a written demand for appraisal of their
shares and who comply with the other applicable statutory procedures under
Delaware law, including, in the case of Time Warner preferred stockholders, not
voting in favor of adoption of the merger agreement, will be entitled to
appraisal rights and to receive payment in cash for the fair value of their
shares as determined by the Delaware Chancery Court. For a more complete
description of these appraisal rights, see "The Merger--Appraisal Rights."     
   
The Special Meetings (see page 24)     
 
   Special Meeting of America Online's Stockholders. The America Online special
meeting will be held at [   ] on [   ], 2000, starting at [  ] a.m., local
time.
 
   Special Meeting of Time Warner's Stockholders. The Time Warner special
meeting will be held at [   ] on [   ], 2000, starting at [   ] a.m., local
time.
   
Board of Directors and Management Following the Merger (see page 126)     
 
   We have agreed that, initially, half of the 16 directors of AOL Time Warner
will be selected by America Online, and half will be selected by Time Warner.
We are required to maintain this equal membership for one year after the merger
is completed.
 
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