SEC Filings

425
TIME WARNER INC. filed this Form 425 on 02/29/2000
Entire Document
 

                           Filed by AOL Time Warner Inc.
                           Pursuant to Rule 425 under the Securities Act of 1933
                           Subject Company:  AOL Time Warner Inc.
                           Commission File No. 333-30184

AOL & Time Warner Announce Framework for Agreements to Offer AOL Service & Other
ISPs on Time Warner Broadband Cable Systems

Memorandum  of  Understanding  Between  AOL & Time Warner  Outlines  Open Access
Business Practices

DULLES, VA and NEW YORK, NY, Feb. 29, 2000 -- America Online,  Inc., the world's
leading interactive  services company, and Time Warner Inc., the world's leading
media  company,   today   announced  that  they  have  signed  a  Memorandum  of
Understanding  setting  out the  framework  under  which Time  Warner will offer
consumers a choice of multiple ISPs,  including AOL, on Time Warner's  broadband
cable  systems.  That MOU,  which is  expected  to lead to a binding  commitment
between the companies,  will also serve as the framework for agreements by which
other ISPs will be available to consumers over Time Warner Cable.

Today's  announcement  represents  a first step by the two  companies to provide
more detail on how as a combined company they will put "open access" into effect
on their broadband cable systems and deliver consumer choice in Internet service
providers.

Steve Case, Chairman and Chief Executive Officer of America Online,  Inc., said:
"I am very pleased that we have been able to make this  significant step forward
today toward making open access a reality for consumers in the  marketplace.  It
is exactly what we believe our two companies can achieve when we work  together:
providing new choices for consumers and value in the marketplace.

"Choice, competition and innovation have been the factors driving the Internet's
explosive  growth to date.  Now, with this  framework,  we are poised to make it
easier,  more  attractive and more affordable than ever for consumers to sign up
for high-speed, always-on Internet service, with all of the benefits that has to
offer." Gerald Levin, Chairman and Chief Executive Officer of Time Warner, said:
"We know Time Warner  consumers  want choice and  innovation  in cable  Internet
service, and we are going to deliver it to them -- access to AOL as well as to a
variety of other ISPs.

"I look forward to the rest of the cable  industry  following  this same path of
choice and innovation, which I believe will greatly accelerate consumer adoption
of cable  broadband  services.  Today's  announcement is another step forward in
delivering on the promise of the  interactive  medium and helping make broadband
access a reality for every consumer."

Joe Collins,  Chairman and Chief Executive  Officer of Time Warner Cable,  said:
"At Time Warner Cable,  we are committed to  delivering  the services  consumers
want. Our subscribers want a first-class  array of choices,  and we look forward
to working with AOL and other ISPs to deliver that to them."

Key elements of the MOU include commitments to:

-    Offer Consumers  Choice:  AOL Time Warner is committed to offer consumers a
     choice among ISPs.  Consumers will not be required to purchase service from
     an ISP that is affiliated  with AOL Time Warner in order to enjoy broadband
     Internet service over AOL Time Warner cable systems.

-    Diversity  of ISPs:  AOL Time  Warner will not place any fixed limit on the
     number of ISPs with which it will enter into commercial arrangements and it
     will offer those ISPs the choice to partner on a national  (on all AOL Time
     Warner cable systems),  regional or local basis, in order to facilitate the
     ability of consumers to choose among ISPs of different size and scope.

-    Direct  Relationship  with the Customer  for ISPs:  AOL Time Warner is also
     committed  to  allow  both  the  cable  operator  and the  ISP to have  the
     opportunity to have a direct  relationship with the consumer.  Accordingly,
     both the cable  operator  and the ISP will be  allowed  to market  and sell
     broadband  service  directly  to  customers.  When an ISP  sells  broadband
     Internet service directly to a customer, it may, if it so chooses, bill and
     collect from the customer directly.

-    Video  Streaming:  AOL  Time  Warner  will  allow  ISPs  to  provide  video
     streaming.  AOL Time Warner  recognizes  that some  consumers  desire video
     streaming, and AOL Time Warner will not block or limit it.

While  today's MOU is subject to existing Time Warner  obligations,  such as its
contracts with Road Runner, Time Warner also said it is committed to providing a
choice of ISPs as quickly as possible, and will work with its partners to try to
achieve that goal even before its current obligations expire.

The AOL Time Warner Memorandum of Understanding on open access is attached.
                    
About America Online, Inc.

Founded in 1985,  America  Online,  Inc.,  based in Dulles,  Va., is the world's
leader  in  interactive  services,  Web  brands,   Internet  technologies,   and
e-commerce  services.  America Online,  Inc.  operates:  two worldwide  Internet
services,  America Online,  with more than 21 million  members,  and CompuServe,
with more than 2.5 million  members;  several leading  Internet brands including
ICQ, AOL Instant  Messenger and Digital City,  Inc.; the Netscape  Netcenter and
AOL.COM  portals;  the  Netscape  Navigator  and  Communicator   browsers;   AOL
MovieFone,  the nation's # 1 movie listing guide and ticketing service;  Spinner
Networks and NullSoft,  Inc.,  leaders in Internet music; and Digital  Marketing
Services,  a company  specializing in online rewards  programs and online market
research.  Through its  strategic  alliance with Sun  Microsystems,  the company
develops  and  offers  easy-to-deploy,   end-to-end  e-commerce  and  enterprise
solutions for companies operating in the Net Economy.

About Time Warner Inc.

Time Warner Inc. (NYSE:  TWX,  www.timewarner.com)  is the world's leading media
company.  Its  businesses  include cable  networks,  publishing,  music,  filmed
entertainment, cable and digital media.

Caution  Concerning  Forward-Looking  Statements.  This  press  release  and its
attachment  include certain  "forward-looking  statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based
on management's  current  expectations and are naturally  subject to uncertainty
and  changes in  circumstances.  Actual  results  may vary  materially  from the
expectations  contained herein.  The  forward-looking  statements herein include
statements  about the  proposed  Time  Warner/America  Online  transaction.  The
following factors, among others, could cause actual results to differ materially
from  those  described  herein:  failure of the Time  Warner or  America  Online
stockholders  to approve the  merger;  the risk that the Time Warner and America
Online businesses will not be integrated successfully;  the costs related to the
merger;  inability  to obtain,  or meet  conditions  imposed  for,  governmental
approvals for the merger of America Online and Time Warner;  and other economic,
business,  competitive  and/or regulatory factors affecting America Online's and
Time  Warner's  businesses  generally.  More  detailed  information  about those
factors  is set forth in  filings by AOL Time  Warner,  America  Online and Time
Warner with the  Securities and Exchange  Commission,  including the most recent
quarterly  report on Form 10-Q and current reports on Form 8-K. None of AOL Time
Warner,  America Online or Time Warner is under any obligation to (and expressly
disclaims any such obligation to) update or alter its forward-looking statements
whether as a result of new information, future events or otherwise.

                             * * * * * * * * * * * *

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 (as
well as by America  Online  and Time  Warner)  at the  Commission's  web site at
www.sec.gov.  The definitive  joint proxy  statement/prospectus  and these other
documents  may also be  obtained  for free by  America  Online  stockholders  by
directing a request to: America Online,  Inc., 22000 AOL Way, Dulles,  VA 20166,
Attention:  Investor  Relations,  telephone:  (703)  265-2741,  e-mail:  AOL  IR
@aol.com,  and by Time Warner stockholders by directing a request to Time Warner
Inc.,  75  Rockefeller  Plaza,  New  York,  NY  10019,  Attention:   Shareholder
Relations, telephone: (212) 484-6971, e-mail: investrequest@twi.com.

Memorandum of Understanding Between Time Warner, Inc. and America Online, Inc.

Regarding Open Access Business Practices

MEMORANDUM OF UNDERSTANDING Between Time Warner Inc. And America Online, Inc.

REGARDING OPEN ACCESS BUSINESS PRACTICES

February 29, 2000

1.   This Memorandum of Understanding  ("MOU") sets out the commitments that AOL
     Time Warner will make to provide  open  access  (i.e.,  to make a choice of
     multiple Internet Service Providers ("ISPs") available to consumers) on its
     broadband  cable systems.  It is the intention of the parties to enter into
     as quickly as possible a binding definitive  agreement to provide broadband
     AOL service on Time Warner's cable  systems,  which will be used as a model
     for the commercial agreements that will be available to other ISPs.

2.   AOL Time Warner is  committed to offer  consumers a choice  among  multiple
     ISPs.  Consumers will not be required to purchase  service from an ISP that
     is  affiliated  with AOL Time Warner in order to enjoy  broadband  Internet
     service  over AOL Time Warner  cable  systems.  AOL Time Warner  intends to
     encourage  actively other cable  operators  similarly to provide  consumers
     with a choice of broadband ISP offerings.

3.   AOL Time Warner will  effectuate  such choice for consumers by  negotiating
     arm's-length  commercial  agreements with both affiliated (such as AOL) and
     unaffiliated  ISPs  that  wish to  offer  service  on the AOL  Time  Warner
     broadband cable systems.  Pursuant to such commercial agreements,  AOL Time
     Warner will  partner  with ISPs to offer  consumers  a choice of  competing
     broadband Internet service offerings.

4.   AOL Time  Warner  will not place any fixed limit on the number of ISPs with
     which it will  enter into  commercial  arrangements  to  provide  broadband
     service to  consumers.  AOL Time Warner will provide its  consumers  with a
     broad  choice  among ISPs,  consistent  with  providing a quality  consumer
     experience and any technological  limitations in providing multiple ISPs on
     its broadband cable systems.

5.   The terms of the  commercial  agreements  between  AOL Time Warner and ISPs
     wishing to provide  broadband service will not discriminate on the basis of
     whether  the ISP is  affiliated  with  AOL Time  Warner.  Thus,  while  the
     economic  arrangements  reached  by AOL Time  Warner  and ISPs  wishing  to
     provide  broadband service will vary depending on a number of factors (such
     as the speed,  marketing  commitments,  and nature and tier of the  service
     desired to be  offered),  AOL Time  Warner will not  discriminate  in those
     economic  arrangements based upon whether or not the ISP is affiliated with
     AOL Time Warner.  In addition,  AOL Time Warner will operate its  broadband
     cable  systems in a manner  that does not  discriminate  among ISP  traffic
     based on affiliation with AOL Time Warner.

6.   AOL Time Warner will allow ISPs to provide video streaming. AOL Time Warner
     recognizes that some consumers desire video streaming,  and AOL Time Warner
     will not block or limit it.

7.   AOL Time Warner will allow ISPs to connect to its  broadband  cable systems
     without purchasing broadband backbone transport from AOL Time Warner.

8.   Consistent with technological  capability,  AOL Time Warner will offer ISPs
     the  choice to partner  with it to offer  broadband  Internet  service on a
     national (on all AOL Time Warner cable  systems),  regional or local basis,
     in order to  facilitate  the ability of  consumers  to choose among ISPs of
     different  size and  scope.  AOL Time  Warner  is  committed  to bring  the
     benefits of the Internet to all Americans, and will not allow ISPs to offer
     "redlined"  service to only a portion of an AOL Time  Warner  cable  system
     that is fully enabled to provide broadband service.

9.   AOL Time Warner is also  committed to allow both the cable operator and the
     ISP to  have  the  opportunity  to  have a  direct  relationship  with  the
     consumer.  Accordingly, both the cable operator and the ISP will be allowed
     to market and sell broadband  service directly to customers.  When AOL Time
     Warner's cable systems sell broadband Internet service to a customer,  they
     will be entirely responsible for billing and collection.  When an ISP sells
     broadband  Internet  service  directly  to a  customer,  it  may,  if it so
     chooses, bill and collect from the customer directly.

10.  This MOU  represents  an initial step by Time Warner and AOL to  articulate
     the terms, conditions and parameters under which a combined AOL Time Warner
     will  offer  consumers  access  to  multiple  ISPs on its  broadband  cable
     systems.  It is the  intention  of the parties to continue to refine  those
     particulars  in a manner that is responsive  to, and  consistent  with, the
     desire of consumers to have a choice among multiple ISPs offering broadband
     service and the still-evolving nature of the cable infrastructure.

11.  All of the  foregoing is subject to all  pre-existing  obligations  of Time
     Warner,   including  without  limitation  Time  Warner's   agreements  with
     Serviceco,  LLC (d/b/a Road Runner) and its fiduciary and other obligations
     to its partners. However, Time Warner will endeavor to reach agreements and
     accommodations with third parties to which pre-existing obligations are due
     that would  permit the full  implementation  of the  commitments  described
     herein as quickly as possible.


/s/Stephen M. Case                           /s/Gerald M. Levin
--------------------------                  ---------------------------
Stephen M. Case                              Gerald M. Levin
America Online, Inc.                         Time Warner Inc.