SEC Filings

425
HISTORIC TW INC filed this Form 425 on 04/04/2000
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NORMAN PEARLSTINE - Editor-in-Chief, Time Inc.

-  Editorial Independence

We are the best editorial  publications  in each of the groups where we chose to
compete.  And we're always  looking for people who are  absolutely  committed to
editorial integrity, to editorial  independence,  and to a creative relationship
with our business counterparts.

Time Inc. has a proud  tradition of  operating  in the public  interest,  and as
people  increasingly  turn to the Internet for  information  and services,  that
respect and trust,  from our  magazines  will make them  exceptionally  valuable
digital assets.

-  Journalism In The Digital Age

All of our businesses are going to be affected by the Digital Age and all of our
media is, in fact,  digital  media.  So,  being able to partner with the largest
provider  of  information  distributed  electronically,  online,  just  gives us
extraordinary  opportunities  to  better do the  products  that we now do and to
create a whole host of new products for a new consumer.

I could very easily see us creating some new magazines  specifically for the AOL
audience.  And, certainly, it will be wonderful to be able create some broadband
products with them.

BARRY M. MEYER - Chairman and CEO, Warner Bros.

-  The Digital Dimension

The content creators  need vital forms of  distribution,  active,  healthy forms
of  distribution, in order to get their  product out  there, seen, profitable.
And the technology  people have an empty mechanism unless they have blood  going
through  the  system.  So, it has  traditionally  been a wonderful marriage  and
then when you  ratchet it up to the level that we have, where you put one of the
strongest  content  creating  companies  in the  world  next to arguably the 
Internet leader,  then I think you've got the ultimate  marriage of content and 
distribution and technology and creativity.

-  Paradigm For Success

When the company was smaller,  much smaller,  you could define success as to how
well our movie did on the  weekend.  When the  company  got  bigger,  you had to
redefine  success as to not only how well the movie did on the  weekend but what
were  the  ratings  on the  television  series  and how well  were the  consumer
products  doing and how many videos were you  selling.  Now,  you need whole new
paradigms.  An expanded Internet  platform offers us valuable  opportunities for
distribution, product promotion and brand expansion now and in the future.

ROBERT K. SHAYE - Chairman and CEO, New Line Cinema

-  Expanding Distribution

Distribution  is really the most  important  part of the  business  in terms of,
that's  where the money is made.  And so,  we're very excited to see a whole new
distribution  methodology  suddenly  emerge,  in the last few years, and to have
Time Warner be such an important part of it now with the merger with AOL.