SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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AOL Time Warner pursuant to the merger agreement was fair, from a financial
point of view, to holders of Time Warner's common stock and series common
stock. Upon completing its deliberations, the board of directors of Time Warner
unanimously approved the merger agreement and the related agreements and the
transactions contemplated by those agreements, declared them advisable and
resolved to recommend that Time Warner's stockholders adopt the merger
agreement.
   
   Also on January 9, 2000, the board of directors of America Online met
beginning at 5:00 p.m. at the offices of Simpson Thacher & Bartlett to consider
the proposed transaction. Dr. Thomas Middelhoff, Chairman and Chief Executive
Officer of Bertelsmann, AG, chose not to participate in the meeting due to the
potential conflict between the interests of America Online and Bertelsmann AG
on whether to approve the proposed transaction. At this meeting, Mr. Case 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 Time Warner's financial condition and business operations and the results of
America Online's due diligence review.     
 
   America Online's internal legal counsel and representatives of Simpson
Thacher & Bartlett 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 Salomon Smith Barney
presented to America Online's board of directors a summary of its analyses on
the strategic rationale for and financial analyses related to the proposed
transaction. In addition, Salomon Smith Barney delivered its opinion that the
ratio for exchanging shares of Time Warner common stock for shares of common
stock of AOL Time Warner contemplated by the merger agreement was fair, from a
financial point of view, to America Online. Upon completing its deliberations,
the board of directors of America Online, by action of those present at the
meeting, unanimously approved the merger agreement and related agreements and
the transactions contemplated by those agreements, declared them advisable and
resolved to recommend that America Online's stockholders adopt the merger
agreement.
 
   At the conclusion of the respective board meetings, the boards of directors
of America Online and Time Warner had a brief telephone conference call.
 
   After negotiation of the final terms of the merger agreement and related
agreements, representatives of America Online and representatives of Time
Warner executed the agreements. In addition, Mr. Turner and certain of his
affiliates entered into a voting agreement with America Online pursuant to
which they agreed to vote substantially all of their shares of common stock of
Time Warner in favor of adoption of the merger agreement.
 
   On the morning of January 10, 2000, America Online and Time Warner issued a
joint press release announcing the proposed merger of America Online and Time
Warner.
 
America Online's Reasons for the Merger
 
   America Online's merger with Time Warner will create the world's first fully
integrated Internet-powered media and communications company. America Online's
board of directors believes that AOL Time Warner will be uniquely positioned to
expand the interactive medium's penetration into consumers' everyday lives--
creating major new opportunities to deliver value to stockholders. By combining
the leading interactive services and media companies, AOL Time Warner will
advance the strategic goals of America Online and Time Warner and will provide
the potential for stronger operating and financial results than either company
could achieve on its own.
 
   America Online's Internet resources will drive the digital transformation of
Time Warner's divisions, and Time Warner's resources will advance the
development of next-generation broadband and AOL Anywhere services, as well as
build subscription and advertising and e-commerce growth throughout America
Online's brands and products. With leading global brands, cost-efficient
infrastructure, technological expertise and a shared vision for the Internet
age, the two companies' complementary assets will act as catalysts to
accelerate the growth of both subscription and advertising/e-commerce revenues,
while also creating new business opportunities.
 
 
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