SEC Filings

S-4
TIME WARNER INC. filed this Form S-4 on 02/11/2000
Entire Document
 
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  .  successfully use the anticipated opportunities for cross-promotion and
     sales of the products and services of Time Warner and America Online and
     for increasing revenues from advertising and e-commerce;
 
  .  effectively and efficiently integrate the policies, procedures and
     operations of America Online and Time Warner;
 
  .  successfully retain and attract key employees of the combined company,
     including operating management and key technical personnel, during a
     period of transition and in light of the competitive employment market;
     and
 
  .  while integrating the combined company's operations, maintain adequate
     focus on the core businesses of AOL Time Warner in order to take
     advantage of competitive opportunities and to respond to competitive
     challenges.
 
   If members of the management team of AOL Time Warner are not able to develop
strategies and implement a business plan that achieves these objectives, the
anticipated benefits of the merger may not be realized. In particular,
anticipated growth in revenue, earnings before interest, taxes and
amortization, or "EBITA," earnings before interest, taxes, depreciation and
amortization, or "EBITDA," and cash flow may not be realized, which would have
an adverse impact on AOL Time Warner and the market price of shares of AOL Time
Warner common stock.
 
Directors of America Online and Time Warner have potential conflicts of
interest in recommending that you vote in favor of adoption of the merger
agreement.
 
   A number of directors of America Online and a number of directors of Time
Warner who recommend that you vote in favor of the adoption of the merger
agreement have employment or severance agreements or benefit arrangements that
provide them with interests in the merger that differ from yours. Following
completion of the merger, Stephen M. Case, Chairman and Chief Executive Officer
of America Online, will serve as Chairman of the Board of AOL Time Warner, and
Robert W. Pittman, President and Chief Operating Officer of America Online,
will serve as Co-Chief Operating Officer of AOL Time Warner. In addition,
Gerald M. Levin, Chairman and Chief Executive Officer of Time Warner, will
serve as Chief Executive Officer of AOL Time Warner, Richard D. Parsons,
President of Time Warner, will serve as Co-Chief Operating Officer of AOL Time
Warner and R.E. Turner, Vice Chairman of Time Warner will serve as Vice
Chairman of AOL Time Warner.
 
   The receipt of compensation or other benefits in the merger (including the
vesting of stock options and restricted stock), or the continuation of
indemnification arrangements for current directors of America Online and Time
Warner following completion of the merger, may influence these directors in
making their recommendation that you vote in favor of the adoption of the
merger agreement.
 
AOL Time Warner may be subject to adverse regulatory conditions.
 
   Before the merger may be completed, various approvals must be obtained from
or notifications submitted to, among others, competition authorities in the
United States and abroad, the Federal Communications Commission, and numerous
state and local authorities. Many of these governmental entities from whom
approvals are required may attempt to condition their approval of the merger,
or of the transfer to the combined company of licenses and other entitlements,
on the imposition of certain regulatory conditions that may have the effect of
imposing additional costs on AOL Time Warner or of limiting AOL Time Warner's
revenues. In addition, the regulatory environment in which AOL Time Warner's
businesses will operate is complex and subject to change, and adverse changes
in that environment could have either of these adverse effects.
 
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