SEC Filings

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

                                                                    EXHIBIT 99.5
         Please mark, sign and date this Proxy and return it promptly using the
                                enclosed reply envelope.


                                TIME WARNER INC.

             Proxy Solicited on Behalf of the Board of Directors of
         Time Warner Inc. for the Special Meeting on [          ], 2000

     The undersigned hereby constitutes and appoints Christopher P. Bogart,
Joseph A. Ripp and John A. LaBarca, and each of them, its true and lawful agents
and proxies, with full power of substitution in each, to attend the Special
Meeting of Stockholders of TIME WARNER INC. on [               ], 2000, and any
adjournment thereof, and to vote on the matters indicated all the shares of
Preferred Stock which the undersigned would be entitled to vote if personally

     This proxy when properly executed will be voted in the manner directed
herein.  If no direction is made, this proxy will be voted FOR proposal 1.

----------------  -------------------------  ----------------
 Name of Holder   Series of Preferred Stock  Number of Shares

     The Time Warner Inc. Board of Directors recommends a vote FOR proposal 1.

1.   Approval of the Amended and Restated Agreement and Plan of Merger.

                   FOR  [ ]    AGAINST   [ ]   ABSTAIN  [ ] 

2.   In their discretion, upon such other matters as may properly come before
     the meeting.

Please check this box if you plan to attend the meeting.  [ ]

                                           Receipt is hereby acknowledged of
                                           Time Warner Inc. Notice of Special
                                           Meeting and Joint Proxy Statement-


                                -------------------------------------   ------- 
                         Note:  Please sign exactly as name              Date
                                appears hereon.  When signing as
                                attorney, officer, administrator
                                or trustee, please give full title as