SEC Filings

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

                                       TIME WARNER 2000

                        The strength of Time Warner's information and
                entertainment brands continued to be reflected in its overall
                      operating performance, resulting in another record
                 year in 1999. Now, as Time Warner and America Online become
                        one company, we will have unique opportunities
                   to build on that strength and expand consumers' choices--
                               online and off--in exciting ways.

Dear Shareholders:

As the 2000 cover  date  indicates,  this is a  forward-looking  document.  Time
Warner's 1999 financials,  which can be found in an accompanying report, testify
to the continued strength of our operating  performance,  with normalized growth
of 15 percent.  As pleased as we are by this result, the focus of our company is
on the future--on  both continuing to invest in our businesses and realizing the
unprecedented  possibilities for accelerated growth that the planned merger with
AOL will give us.

        The agreement that AOL Chairman Steve Case and I reached is transforming
in every sense.  At the same time that Time Warner  instantly gains the Internet
expertise  to take its  brands  into the  networked  future,  AOL joins the most
creative,  content-rich media and entertainment company on the planet. Together,
AOL and Time  Warner  will have the  skill,  resources  and vision to enrich the
consumer's  experience  of  interactive  services  and  communications   through
multimedia  platforms,  and to evolve  business  models  adapted to a  radically
altered terrain.

        The logic behind a Time  Warner-AOL  merger is  self-evident.  Rooted in
some  of  the  world's  most  successful   subscription-based   businesses,  our
operations are strongly  complementary.  AOL and its CompuServe subsidiary reach
23 million  subscribers,  by far the largest such community in cyberspace.  Time
Inc., the most admired,  trusted and  profitable  publishing  enterprise,  has a
worldwide base of 39 million  magazine buyers (and a total  readership more than
five  times  that).   Home  Box  Office's  status  as  the  leader  in  original
award-winning   television   programming  is  underlined  by  its  35.7  million
subscriptions. Time Warner Cable's strategically clustered systems, the nation's
most  technologically  advanced,  pass 20.6 million homes and serve 12.6 million
subscribers.  Road Runner,  our high-speed  Internet  joint  venture,  is adding
subscribers at a rate of more than 10,000 per week.

        Beyond this core of over 100 million  subscribers  are the millions more
who use  services  like AOL Instant  Messenger  and ICQ and are  entertained  by
feature films from Warner Bros.  and New Line,  recorded music from Warner Music
Group (and soon from our joint venture Warner EMI Music),  and programming  from
TBS and TNT. The global  standard  bearer for  independence  and  excellence  in
electronic journalism, CNN alone reaches one billion of the earth's people.

        In  essence,  both  Time  Warner  and  AOL  have  created  much  of  the
communications  landscape  as it  now  exists.  From  Time's  invention  of  the
newsmagazine  to CNN's creation of the 24-hour cable news network to Warner Home
Video's  pivotal part in the  introduction  of the DVD to AOL's  development  of
online communities and instant messaging,  we are each a company of pioneers and
precedent setters.