SEC Filings

WARNER MEDIA, LLC filed this Form S-4/A on 03/24/2000
Entire Document
Vote by Telephone                                       

It's fast, convenient and immediate!
Call Toll-Free on a Touch-Tone Phone
1-877-PRX-VOTE (1-877-779-8683)

Follow these four easy steps:

1.   Read the accompanying joint proxy statement-prospectus and proxy card.

2.   Call the toll-free number 1-877-PRX-VOTE (1-877-779-8683). For shareholders
     residing outside the United States call collect on a touch-tone phone

3.   Enter your 14-digit Voter Control Number located on your proxy card above
     your name.

4.   Follow the recorded instructions.

Your vote is important!
At anytime call 1-877-PRX-VOTE

Vote by Internet

It's fast, convenient and your vote is immediately confirmed and posted.

Follow these four easy steps:

1.   Read the accompanying Proxy Statement and Proxy Card.

2.   Go to the Website

3.   Enter your 14-digit Voter Control Number located on your Proxy Card above
     your name

4.   Follow the instructions provided.

Your vote is important!
At anytime go to

     Under Delaware law, your telephone or Internet vote authorizes the named
proxies to vote your shares in the same manner as if you completed, signed and
returned your proxy card.  Therefore, if you vote by telephone or the Internet,
please DO NOT return your proxy card.

                                  DETACH HERE
     Please mark
[X]  votes as in
     this example.

The Board of Directors recommends a vote FOR proposal 1.

1.  Proposal to approve and adopt the Amended and Restated Agreement and Plan of
Merger, dated as of January 10, 2000, among America Online, Inc., Time Warner
Inc., America Online Merger Sub Inc. and Time Warner Merger Sub Inc. pursuant to
which America Online and Time Warner will each become a wholly owned subsidiary
of a new holding company that will be named AOL Time Warner Inc. In the merger,
one share of America Online common stock will be automatically converted into
one share of AOL Time Warner common stock.  Adoption of

Signature          Date

the merger agreement will also constitute approval of the merger and the other
transactions contemplated by the merger agreement.

     FOR                      AGAINST                  ABSTAIN
     [ ]                        [ ]                      [ ]  

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournments thereof.


Please sign exactly as your name(s) appear(s) on this proxy card.  Joint owners
should each sign.  When signing as attorney, executor, administrator, trustee or
guardian, please give your full title as such.

Signature          Date