SEC Filings

WARNER MEDIA, LLC filed this Form 425 on 02/25/2000
Entire Document

     advantage of new technologies. As a result, AOL Time Warner will be able to
     extend the growth of America Online's and Time Warner's existing assets and
     to develop whole new businesses.

Q.   What conditions are there to closing the deal?

A.   The principal conditions include federal and foreign regulatory approvals
     and local regulatory approvals for the transfer of Time Warner cable
     systems as well as approvals of Time Warner's and AOL's stockholders.

Q.   Do you foresee any regulatory problems?

A.   AOL Time Warner doesn't involve the sort of concentration that invites
     government attention.  The Internet can never be controlled by one or two
     companies, the way television once was.  This is the first truly limitless
     medium in history.  Our merger isn't a case of one media company buying
     another in order to dominate a market.  Time Warner doesn't anticipate
     regulatory challenges.

Q.   What percentage of the combined company will the respective shareholders of
     each company own?

A.   When complete, America Online's shareholders will own approximately 55% and
     Time Warner's shareholders will own approximately 45% of the new company.

Q.   What are the exchange ratios?

A.   Under the terms of a definitive merger agreement approved by each company's
     board of directors, Time Warner and America Online stock will be converted
     to AOL Time Warner stock at fixed exchange ratios.  The Time Warner
     shareholders will receive 1.5 shares of AOL Time Warner common stock for
     each share of Time Warner common stock they own. America Online
     shareholders will receive one share of AOL Time Warner common stock for
     each share of America Online common stock they own.

     Holders of each series of Time Warner convertible preferred stock will
     receive one share o a substantially similar series of AOL Time Warner
     convertible preferred stock for each share of Time Warner convertible
     preferred stock they own.