AOL Time Warner Inc.
75 Rockefeller Plaza
New York, New York 10019
AOL Time Warner is a newly formed corporation that has not, to date,
conducted any activities other than those incident to its formation, the
matters contemplated by the merger agreement and the preparation of this joint
proxy statement-prospectus. Upon completion of the merger, America Online and
Time Warner will each become a wholly owned subsidiary of AOL Time Warner. The
business of AOL Time Warner will be the combined businesses currently conducted
by America Online and Time Warner.
The Structure of the Merger (see page 56)
To accomplish the combination of their businesses, America Online and Time
Warner jointly formed a new company, AOL Time Warner, with two subsidiaries,
America Online Merger Sub Inc. and Time Warner Merger Sub Inc. At the time the
merger is completed:
. America Online Merger Sub will be merged into America Online, and
America Online will be the surviving corporation; and
. Time Warner Merger Sub will be merged into Time Warner, and Time Warner
will be the surviving corporation.
As a result, America Online and Time Warner will each become a wholly owned
subsidiary of AOL Time Warner.