SEC Filings

WARNER MEDIA, LLC filed this Form S-4/A on 03/24/2000
Entire Document
   America Online's success has been guided by the principle that mass market
consumers seek convenience, ease-of-use and trusted brands in their Internet
experience. AOL Time Warner will have an unmatched ability to provide these
through a full range of interactive services delivered across current and
emerging platforms. The combined company will be able to lead the next wave of
Internet growth as interactivity extends beyond the personal computer to the
television, wireless telephone and personal organizers, as well as other
Internet-enabled devices--allowing consumers to access the Internet from
anywhere and at anytime, and making the interactive experience even more
convenient and valuable to them.
   America Online's board of directors believes that AOL Time Warner will be
the Internet company most capable of covering so many aspects and so many hours
of consumers' lives daily, thereby becoming increasingly integral and valuable
to mass market consumers.
   America Online's board of directors believes the following are key specific
reasons that the merger will be beneficial to America Online and in the best
interest of its stockholders:
   Create a Portfolio of World-Class Consumer Brands and Advance Multiple-Brand
Strategy. The board of directors of America Online believes that combining with
Time Warner will dramatically advance America Online's multiple-brand strategy.
Time Warner's leading global consumer brands cover the full spectrum of media
entertainment and information--reaching from broadcast and cable television to
film, music, publishing and the Internet. Together with America Online's family
of premier interactive brands, the combined company will have a valuable
portfolio of brands to deliver to consumers over multiple platforms.
   Grow E-Commerce and Advertising Opportunities and Accelerate Multiple
Revenue Stream Strategy. The board of directors of America Online believes the
merger will advance America Online's strategy of multiple revenue streams by
combining with Time Warner, which has grown its revenues across three major
areas that reinforce America Online's: subscriptions, advertising and e-
commerce and content. Putting together Time Warner's content properties with
America Online's Internet and e-commerce infrastructure, AOL Time Warner will
be able to create and distribute e-commerce products and services based on
film, cable, broadcast, music, publishing and media properties. Recent
successful collaborations to promote "Austin Powers: The Spy Who Shagged Me"
with AOL MovieFone and on "You've Got Mail" with Warner Bros. are small
examples of what can be achieved in cross-promotion. The merger also will
expand the opportunities for advertising across platforms and brands, including
interactive properties, publishing, cable and broadcast television.
   Advance AOL Anywhere Strategy to Extend and Enhance Communication and
Convenience through Next- Generation Technology. The board of directors of
America Online believes that combining with Time Warner will advance America
Online's utilization of technology to extend and enhance its AOL Anywhere
strategy to expand Internet communication, interactivity and convenience to
devices beyond the personal computer. Time Warner's cable systems will expand
the broadband delivery systems for America Online's interactive services and
act as a catalyst for the development of AOL Plus--America Online's next
generation multi-media/interactive services to personal computers. The
combination also will further America Online's AOL Anywhere strategy of
extending its interactive brands with their hallmark convenience and ease-of-
use to new devices through television, wireless telephone and personal
organizers as well as other companion devices. The merger also will provide a
communications platform that gives AOL Time Warner the capability to offer
instant messaging products and local telephony over cable systems.
   Create Substantial Operating Synergies and New Business Opportunities. The
board of directors of America Online believes that the combined company will
benefit from substantial operating synergies as well as major new business
opportunities. The following are representative potential cost synergies and
revenue growth opportunities from the combination with Time Warner:
  .  revenue opportunities and synergies in areas such as advertising by
     providing companies "one-stop" shopping for their online as well as
     print and broadcast media advertising campaigns;