SEC Filings

S-4
TIME WARNER INC. filed this Form S-4 on 02/11/2000
Entire Document
 
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Recommendation of the Boards of Directors and Opinions of Financial Advisors
(see page 39)
 
   To America Online Stockholders: The America Online board of directors
believes that the merger is fair to you and in your best interest and, with one
member absent, unanimously voted to approve the merger agreement and
unanimously recommends that you vote FOR the adoption of the merger agreement.
 
   To Time Warner Stockholders: The Time Warner board of directors believes
that the merger is fair to you and in your best interest and unanimously voted
to approve the merger agreement and unanimously recommends that you vote FOR
the adoption of the merger agreement.
 
   Opinion of America Online's Financial Advisor. In deciding to approve the
merger, the America Online board of directors considered the opinion of its
financial advisor, Salomon Smith Barney Inc., that, as of the date of its
opinion, and subject to and based on the considerations referred to in its
opinion, the ratio to exchange Time Warner common stock for AOL Time Warner
common stock is fair, from a financial point of view, to America Online. The
full text of this opinion is attached as Annex E to this joint proxy statement-
prospectus. America Online urges its stockholders to read the opinion of
Salomon Smith Barney in its entirety.
 
   Opinion of Time Warner's Financial Advisor. In deciding to approve the
merger, the Time Warner board of directors considered the opinion of its
financial advisor, Morgan Stanley & Co. Incorporated, that, as of the date of
its opinion, and subject to and based on the considerations referred to in its
opinion, the ratio to exchange Time Warner common stock and series common stock
for AOL Time Warner common stock and series common stock is fair, from a
financial point of view, to the holders of Time Warner common stock and series
common stock. The full text of this opinion is attached as Annex F to this
joint proxy statement-prospectus. Time Warner urges its stockholders to read
the opinion of Morgan Stanley in its entirety.
 
Stockholder Approvals (see page 26)
 
   Approval of America Online's Stockholders. The affirmative vote of the
holders of a majority of the shares of America Online common stock outstanding
as of the record date is required to adopt the merger agreement. As of the
record date, America Online directors and executive officers and their
affiliates owned approximately [ ]% of the outstanding shares.
 
   Approval of Time Warner's Stockholders. The affirmative vote of the holders
of a majority of the voting power of the shares of Time Warner common stock and
Time Warner preferred stock outstanding as of the record date, voting together
as one group, is required to adopt the merger agreement. Time Warner common
stockholders are entitled to one vote per share, and the Time Warner preferred
stockholders are entitled to four votes per share. The holders of the Time
Warner series LMCN-V common stock are not entitled to vote on the merger
proposal. As of the record date, Time Warner directors and executive officers
and their affiliates (including R.E. Turner) owned approximately [   ] shares
of Time Warner common stock, which represented approximately [ ]% of the voting
power of Time Warner capital stock entitled to vote at the Time Warner special
meeting. Mr. Turner and his affiliates who are parties to the voting agreement
with America Online have agreed to vote substantially all their shares of Time
Warner common stock (which represent approximately [  ]% of the voting power of
Time Warner capital stock entitled to vote at the Time Warner special meeting)
in favor of the adoption of the merger agreement.
 
   Procedures for Voting Your Shares. Your vote is very important, regardless
of the number of shares you own. Please vote as soon as possible to make sure
that your shares are represented at the meeting. You may vote your shares by
signing your proxy card and mailing it in the enclosed return envelope, or you
may be able to submit your proxy or voting instructions by telephone or by the
Internet. If you are a holder of record, you may vote in person at the special
meeting. If you do not include instructions on how to vote your
 
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