Following the November 9, 1999 meeting, Messrs. Novack and Bressler engaged
in numerous telephone discussions concerning a potential merger, culminating in
another meeting among Messrs. Novack, Gilburne and Bressler in New York on
November 16, 1999. During that meeting, there were again discussions, but no
agreement, about an appropriate exchange ratio and a governance and management
structure for the merged entity.
On November 17, 1999, Mr. Case met with R. E. Turner, the Vice Chairman of
Time Warner, to discuss the potential merger and its strategic rationale. Later
in the day, Messrs. Case and Levin met and discussed possible exchange ratios,
but they concluded the meeting at an impasse. The parties determined at this
point to discontinue discussions about a possible combination.
Mr. Novack and Mr. Bressler spoke by telephone on or about December 8, 1999,
concerning the companies' relative market performance and the possibility of
holding a meeting the following week to renew discussions. On December 10,
1999, America Online and Time Warner entered into a confidentiality agreement
which contained customary standstill provisions. On December 13, 1999, Mr.
Novack and a representative of Salomon Smith Barney met with Mr. Bressler and a
representative of Morgan Stanley in New York to discuss possible structures for
a transaction and pricing terms, including exchange ratios and whether a collar
would be used. The meeting concluded without agreement.
On the morning of December 23, 1999, Mr. Novack, and J. Michael Kelly, Chief
Financial Officer of America Online, and a representative of Salomon Smith
Barney met in Boston with Richard D. Parsons, President of Time Warner, Mr.
Bressler and a representative of Morgan Stanley to continue discussions
regarding a possible transaction. The exchange ratio for a possible merger was
again discussed, but the parties' positions were not materially different than
before, although alternative structures were discussed. The meeting concluded
with no agreement on terms of a possible combination and no additional meetings
or discussions were scheduled.
On January 5, 2000, Mr. Bressler and Mr. Novack renewed contact in a
telephone conversation. On January 6, 2000, Mr. Novack telephoned Mr. Bressler
to invite Mr. Levin and him to meet at Mr. Case's home in Virginia that
evening. The four met that evening for approximately five hours to discuss the
principal terms of a transaction. Messrs. Case and Levin agreed to fix the
ratio for exchanging shares of common stock of Time Warner for shares of common
stock of the combined company at 1.5 to 1, and they agreed in principle on
other principal terms of the merger, subject to the approval of each company's
board of directors and negotiation of definitive agreements.
Beginning on January 7, 2000, America Online, Time Warner and their
respective advisors intensified due diligence activities, communications
coordination and preparation of definitive documentation. On January 8 and 9,
2000, representatives of America Online, Time Warner and their respective
advisors met to conduct due diligence, negotiate the merger agreement and
related agreements, and plan and prepare for the announcement of the merger.
These activities continued throughout the weekend, with negotiations on the
merger agreement continuing through the evening of January 9, 2000.
On January 9, 2000, the board of directors of Time Warner met beginning at
2:00 p.m. at the offices of Cravath, Swaine & Moore to consider the proposed
transaction. At this meeting, Mr. Levin and other members of management
reviewed the transaction with the board, including the strategic reasons for
the proposed transaction, the principal terms of the proposed transaction, a
financial review of the proposed transaction, a review of America Online's
financial condition and business operations and the results of Time Warner's
due diligence review.
Time Warner's internal legal counsel and representatives of Cravath, Swaine
& Moore discussed the board's fiduciary duties in considering a strategic
business combination and further discussed the terms of the merger agreement
and related documents. Representatives of Morgan Stanley presented to Time
Warner's board of directors a summary of its analyses on the strategic
rationale for and financial analyses related to the proposed transaction. In
addition, Morgan Stanley delivered its opinion that the ratio for exchanging
shares of Time Warner common stock and series common stock for shares of common
stock and series common stock of