SEC Filings

HISTORIC TW INC filed this Form 425 on 04/03/2000
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        The inventive genius that resides in our separate  companies has allowed
each to produce brands whose consistent  quality and value have forged priceless
bonds  of  trust  with  audiences,  advertisers  and  marketers.  The  array  of
world-renowned  brands that will be gathered in AOL Time Warner  encompasses new
digital destinations and vibrant franchises with solid customer relationships.

        The  breadth  of these  brands  and their  appeal to  practically  every
demographic group--a lineup that includes Time, AOL, CNN, HBO, The WB, Netscape,
People,  Sports  Illustrated,  Digital City,  Cinemax,  AOL  Moviefone,  Cartoon
Network,  Spinner,  AOL.COM,  Entertainment Weekly,  Winamp, Looney Tunes-- will
give us an unrivaled portfolio.

        Like the reach of our  audience  base,  the  advertising  platforms  and
direct-marketing  reach of Time  Warner  are  impressive.  More  than any  other
company, our diversity of brands offers advertisers the different audiences they
seek:   the  broad   audiences   provided  by  our  basic  cable   networks  and
mass-circulation magazines; the targeted demographics of ethnic and age-specific
segments  captured by our  specialized  publications  and  programming;  and the
individual customer reached through digital media.

        The substantial  presence Time Warner has built in the robust categories
of print and  cable-network  advertising and the major  advertising gains we are
making with local cable, barter syndication and The WB will be joined with AOL's
booming  Internet  advertising  business.  Our  ability  to  capitalize  on this
cross-media  advertising  reach and to deliver mass messages as well as pinpoint
the demographics  that marketers most desire will heighten the  across-the-board
momentum of AOL Time Warner's advertising and e-commerce growth.

        As the  competitive  arena of the Web  continues  to explode,  what will
count most in marketing  interactive  brands that sustain consumer  interest are
two equally  important  assets.  First,  in addition  to  plentiful  reserves of
content, is the skill to develop,  design and deliver new ideas, stories, music,
and lifestyle  information,  constantly refreshing what's available.  No company
has a stronger creative and journalistic infrastructure, with deeper reserves or
greater skill in replenishing them, than Time Warner.

        Second is the  know-how  to make  technology  that  propels  rather than
impedes the growth of online  communities,  affording an interactive  experience
readily  accessible,  easy to use and replete with  engaging  features for chat,
e-mail and e-commerce.

        Time Warner's content  businesses have never been better positioned than
they are today. In publishing,  for example,  we intend to launch five magazines
in 2000  alone,  including  Real  Simple,  our  latest  edition  to our  women's
category. In music, our agreement to combine Warner Music Group and EMI gives us
an  incomparable   roster  of  talent  and  blend  of  genres.   No  matter  the
venue--retail,  direct marketing,  e-commerce or digital  downloading--AOL  Time
Warner will have both the quality content and the  cross-promotional  prowess to
keep demand on a strong upward trajectory.

        The  Internet is rapidly  shedding the  confines of  narrowband  and the
migration to broadband  continues to grow. Short term,  thanks to the rebuild of
our cable systems,  which will be completed for existing systems this year, Time
Warner has been able to expand digital capacity and provide high-speed access to
the Internet.  Going forward,  whether providing e-mail,  digital  television or
information and entertainment on demand,  through whatever  medium--cable,  DSL,
DBS or wireless--AOL  Time Warner can dramatically  enrich consumers'  broadband
selections.  The  best  of all  possible  interactive  worlds  is  one in  which
consumers  have  the  greatest  number  of  choices  and  the  market,  not  the
government,  decides the  winners.  AOL Time Warner  will be  committed  to this

        Although our merger may have come as a surprise to many,  the  intensity
and velocity of the digital  revolution  moving  across every area of the global
economy made our  strategic  combination a clear  imperative.  What we expect to
achieve with AOL Time Warner is what neither  company could have achieved on its
own: a media savvy, Internet-intelligent, customer-focused company with multiple
revenue  streams from  branded  subscriptions,  advertising  and  commerce,  and