To the stockholders of America Online, Inc. and Time Warner Inc.
A MERGER PROPOSAL--YOUR VOTE IS VERY IMPORTANT
America Online and Time Warner have agreed to combine in a merger of equals.
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 new corporation will be named AOL Time
Warner Inc. and half of its board of directors will be designated by each of
America Online and Time Warner for the first year after the merger is
completed. Senior management of AOL Time Warner will be comprised of executive
officers from both America Online and Time Warner.
When the merger is completed, 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 they own, with appropriate
adjustment to the voting rights and conversion ratio for each series. AOL Time
Warner intends to apply to list its common stock on the New York Stock Exchange
under the symbol "AOL."
The boards of directors of both America Online and Time Warner have approved
the merger and recommend that their respective stockholders vote FOR the merger
proposal. Information about the merger is contained in this joint proxy
statement-prospectus. We urge you to read this document, including the section
describing risk factors that begins on page 22.
The dates, times and places of the meetings are as follows:
For America Online stockholders: For Time Warner stockholders:
Your vote is very important, regardless of the number of shares you own.
Whether or not you plan to attend the special meeting, please vote as soon as
possible to make sure that your shares are represented at the meeting. If you
do not vote, it will have the same effect as voting against the merger.
We strongly support this combination of our companies and join with our
boards of directors in enthusiastically recommending that you vote in favor of
Stephen M. Case Gerald M. Levin
Chairman and Chief Executive Officer Chairman and Chief Executive Officer
America Online, Inc. Time Warner Inc.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities to be issued in
connection with the merger or determined if this joint proxy statement-
prospectus is accurate or complete. Any representation to the contrary is a
This joint proxy statement-prospectus is dated [ ], 2000, and is first
being mailed to stockholders of America Online and Time Warner on or about
[ ], 2000.