SEC Filings

HISTORIC TW INC filed this Form 425 on 04/03/2000
Entire Document

        Building on a solid  investment-grade  balance sheet,  substantial  cash
flow and financial  capacity,  we are confident that the symmetry and synergy of
our  operations  will  deliver on the  promise  of the  Internet  and  produce a
sustained acceleration of our growth.

        As central as these  considerations  are, the  rationale  for our merger
goes beyond a shared business  strategy or a vision of where our networked world
is headed. We are both companies driven and defined by the energetic, inventive,
talented people who work at every level, in every  operation.  It is these women
and men whose  openness to change and passion for  innovation  have given us the
capacity  to shape the future.  We're  particularly  indebted  to Beverly  Sills
Greenough and Merv Adelson, who are retiring from our board this year.

        We are also  companies  that  put a high  value  on  social  commitment.
Throughout its history, Time Warner has had a distinguished  tradition of public
service  initiatives  and  educational  programs.  Time to  Read,  for  example,
continues  to be  the  country's  largest,  most  effective  corporate-sponsored
literacy program. AOL has been a model of responsible  corporate  citizenship on
the Internet.  As the premier media company of the 21st century, AOL Time Warner
intends to play a significant  role in helping bridge the "digital  divide" that
perpetuates age-old inequalities which undermine our society's future.

        The fact that our merger  will be the first of real  consequence  in the
21st century is  coincidental.  But the goal we've set for  ourselves--to be the
formative  leader in ensuring  that the central  medium of our age is a tool for
expanding   people's  freedom,   empowering  their  minds  and  enhancing  their
enjoyment--is unequivocal.

        Along with the whole AOL Time Warner  team,  I'm eager to get started on
building the most successful and respected company in the world.

Gerald M. Levin
Chairman and Chief Executive Officer


        AOL Time Warner Inc., together with Time Warner Inc. and America Online,
Inc.,  filed with the  Securities  and Exchange  Commission a preliminary  joint
proxy  statement/   prospectus   regarding  the  proposed  business  combination
transaction  referenced  in the  foregoing  information.  In addition,  AOL Time
Warner, Time Warner and America Online will prepare and file with the Commission
a definitive joint proxy  statement/prospectus and other documents regarding the
proposed  transaction.  Investors  and  security  holders  are urged to read the
definitive joint proxy statement/prospectus,  when it becomes available, because
it  will   contain   important   information.   The   definitive   joint   proxy
statement/prospectus will be sent to stockholders of Time Warner and

America Online seeking their approval of the proposed transaction. Investors and
security  holders  may  obtain  a  free  copy  of  the  definitive  joint  proxy
statement/prospectus  (when it is available) and other  documents filed with the
Commission  by AOL Time Warner Inc. and Time Warner (as well as America  Online)
at the  Commission's  web  site  at  The  definitive  joint  proxy
statement/prospectus   and  other  documents  filed  by  Time  Warner  with  the
Commission may also be obtained for free from Time Warner by directing a request
to Time Warner Inc., 75 Rockefeller Plaza, New York, New York 10019,  Attention:
Shareholder Relations, telephone: (212) 484-6971, e-mail: