We strongly support this combination of our companies and join with our
boards of directors in enthusiastically recommending that you vote in favor of
Stephen M. Case Gerald M. Levin
Chairman and Chief Executive Officer Chairman and Chief Executive Officer
America Online, Inc. Time Warner Inc.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities to be issued in
connection with the merger or determined if this joint proxy statement-
prospectus is accurate or complete. Any representation to the contrary is a
This joint proxy statement-prospectus is dated [ ], 2000, and is first
being mailed to stockholders of America Online and Time Warner on or about
[ ], 2000.