SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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                              THE SPECIAL MEETINGS
 
Joint Proxy Statement-Prospectus
 
   This joint proxy statement-prospectus is being furnished to you in
connection with the solicitation of proxies by each of America Online's and
Time Warner's board of directors in connection with the proposed merger.
 
   This joint proxy statement-prospectus is first being furnished to
stockholders of America Online and Time Warner on or about [     ], 2000.
 
Date, Time and Place of the Special Meetings
 
   The special meetings are scheduled to be held as follows:
 
    For America Online stockholders:          For Time Warner stockholders:
 
 
             [      ], 2000                          [      ], 2000
         [  ] a.m., local time                    [  ] a.m., local time
 
 
         [__________]                                  [__________]
 
Purpose of the Special Meetings
 
   The special meetings are being held so that stockholders of each of America
Online and Time Warner may consider and vote upon a proposal to adopt a merger
agreement between America Online and Time Warner pursuant to which America
Online and Time Warner will each become a wholly owned subsidiary of AOL Time
Warner, and to transact any other business that properly comes before the
special meetings or any adjournment or postponement of the special meetings.
Adoption of the merger agreement will also constitute approval of the merger
and the other transactions contemplated by the merger agreement.
 
   If the stockholders of America Online and Time Warner adopt the merger
agreement, upon completion of the merger:
     
  .  each outstanding share of America Online common stock will be converted
     into one share of AOL Time Warner common stock;     
     
  .  each outstanding share of Time Warner common stock will be converted
     into 1.5 shares of AOL Time Warner common stock;     
     
  .  each outstanding share of Time Warner series LMCN-V common stock will be
     converted into 1.5 shares of AOL Time Warner series LMCN-V common stock
     having terms substantially identical to those of the Time Warner series
     LMCN-V common stock; and     
     
  .  each outstanding share of each series of Time Warner preferred stock
     will be converted into one share of a corresponding series of AOL Time
     Warner preferred stock having terms substantially identical to those of
     that series of Time Warner preferred stock, except that the voting
     rights and conversion ratio of the AOL Time Warner preferred stock will
     be adjusted to reflect the 1.5 conversion ratio between shares of Time
     Warner common stock and shares of AOL Time Warner common stock.     
 
Stockholder Record Date for the Special Meetings
 
   America Online. America Online's board of directors has fixed the close of
business on [     ], 2000 as the record date for determination of America
Online stockholders entitled to notice of and to vote at the special meeting.
On the record date, there were [   ] shares of America Online common stock
outstanding, held by approximately [   ] holders of record.
 
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