SEC Filings

S-4
TIME WARNER INC. filed this Form S-4 on 02/11/2000
Entire Document
 
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properly executed proxy card, your shares will be voted FOR adoption of the
merger agreement. If your shares are held in an account at a brokerage firm or
bank, your broker will vote your shares only if you provide instructions on how
to vote by following the information provided to you by your broker. If you do
not vote, it will have the same effect as voting against the merger.
 
   Procedure for Changing Your Vote. You can change your vote at any time
before your proxy is voted at the special meeting of your company's
stockholders. You can do this in one of three ways. First, you can send a
written notice stating that you are revoking your proxy. Second, you can
complete and submit a new proxy card. If you choose either of these two
methods, you must submit your notice of revocation or your new proxy for
America Online shares to the Corporate Secretary of America Online at the
address on page 27 and for Time Warner shares to the Corporate Secretary of
Time Warner at the address on page 27. If your shares are held in an account at
a brokerage firm or bank, you should contact your broker to change your vote.
Third, if you are a holder of record, you can attend the special meeting of
your company's stockholders and vote in person. To revoke a proxy previously
submitted electronically through the Internet or by telephone, you may simply
submit a proxy at a later date, using the same procedures, in which case your
later submitted proxy will be recorded and your earlier proxy will be revoked.
 
   Appraisal Rights. Under Delaware law, America Online stockholders and Time
Warner common stockholders are not entitled to appraisal rights in connection
with the merger. However, holders of the Time Warner series LMCN-V common stock
and Time Warner preferred stock who submit a written demand for appraisal of
their shares and who comply with the other applicable statutory procedures
under Delaware law (including, in the case of Time Warner preferred
stockholders, not voting in favor of adoption of the merger agreement) will be
entitled to appraisal rights and to receive payment in cash for the fair market
value of their shares as determined by the Delaware Chancery Court. For a more
complete description of these appraisal rights, see "The Merger--Appraisal
Rights."
 
The Special Meetings (see page 25)
 
   Special Meeting of America Online's Stockholders. The America Online special
meeting will be held at [   ] on [   ], 2000, starting at [  ] a.m., local
time.
 
   Special Meeting of Time Warner's Stockholders. The Time Warner special
meeting will be held at [   ] on [   ], 2000, starting at [   ] a.m., local
time.
 
Board of Directors and Management Following the Merger (see page 122)
 
   We have agreed that, initially, half of the 16 directors of AOL Time Warner
will be selected by America Online, and half will be selected by Time Warner.
We are required to maintain this equal membership for one year after the merger
is completed.
 
   Stephen M. Case, Chairman and Chief Executive Officer of America Online,
will become Chairman of the Board of AOL Time Warner. Gerald M. Levin, Chairman
and Chief Executive Officer of Time Warner, will become Chief Executive Officer
of AOL Time Warner. R. E. Turner, Vice Chairman of Time Warner, will become
Vice Chairman of AOL Time Warner. Richard D. Parsons, President of Time Warner
and Robert W. Pittman, President and Chief Operating Officer of America Online,
will be Co-Chief Operating Officers of AOL Time Warner. J. Michael Kelly,
Senior Vice President and Chief Financial Officer of America Online, will
become Chief Financial Officer and Executive Vice President of AOL Time Warner.
Messrs. Case, Levin, Turner, Parsons and Pittman will be members of the AOL
Time Warner board of directors.
 
Interests of Directors and Executive Officers in the Merger (see page 54)
 
   Some of the directors and executive officers of America Online and Time
Warner have interests in the merger that are different from, or are in addition
to, the interests of their company's stockholders.
 
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