SEC Filings

425
TIME WARNER INC. filed this Form 425 on 03/20/2000
Entire Document
 


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

                              
The  following  communications  contain  forward-looking  statements  within the
meaning of the safe  harbor  provisions  of the  Private  Securities  Litigation
Reform Act of 1995. In  particular,  statements  regarding  the AOL/Time  Warner
merger are based on management's current expectations or beliefs and are subject
to a number of factors  and  uncertainties  that could cause  actual  results to
differ materially from those described in the  forward-looking  statements.  The
following factors, among others, could cause actual results to differ materially
from those described in the forward-looking statements:  inability to obtain, or
meet conditions imposed for, governmental  approvals for the merger;  failure of
the AOL or Time Warner stockholders to approve the merger; the risk that the AOL
and Time  Warner  businesses  will not be  integrated  successfully;  and  costs
related to the merger.

Careful  consideration  also should be given to  cautionary  statements  made in
AOL's   reports   filed  with  the  SEC,   especially   the   section   entitled
"Forward-Looking  Statements"  in the MD&A  section of AOL's 10-K for the fiscal
year ended June 30, 1999 and the Risk  Factors  section of AOL's S-3 filing that
became effective in November 1999.

                               * * * * * * * * * *

THE FOLLOWING IS THE SCRIPT OF A SPEECH GIVEN BY STEVE CASE, CHAIRMAN AND CEO OF
AMERICA  ONLINE,  INC.  (AOL) THAT MAY BE POSTED BY AOL ON ITS WEB SITE AND THAT
MAY FORM THE BASIS FOR  COMMUNICATIONS TO BE MADE FROM TIME TO TIME BY OTHERS ON
BEHALF OF AOL.

                                   
Thank you very much.  It's a pleasure to talk to you tonight about the future of
the communications world.

AOL and Time Warner took a big step into this future with our announcement  that
we will be merging our businesses to become the world's first truly global media
and communications company for the Internet Century.

The way we see it, this merger is an incredible  chance to produce something new
and powerful that will change consumers' lives.

Let me tell you why we believe so strongly  that this is just the right time for
this new company -- a company that we are  committed to making the most valuable
and most respected in the world.

Every day, we see new evidence that our world is growing increasingly connected.
The interactive  experience is changing the way we communicate -- and the way we
build our communities. It is changing the way we entertain and inform ourselves;
the way we shop and share  ideas.  It is changing the way we do our jobs and the
way we run our businesses; even the way we connect with government.

And every day,  the  online  experience  is  becoming  a more  central  and more
valuable  part of our lives.  As it does,  we are  expecting  even more from the
medium. People are starting to expect their televisions,  telephones, CD players
and all kinds of handheld  devices to provide them with the same  interactivity,
the same range of choices,  and the same convenience and control they can get on
their PCs. And, in turn, they want more and more from their PCs.

Having gotten a taste of  interactivity,  people are starting to say, "Why can't
my PC be as simple as my TV - and why can't my TV be as powerful and flexible as
my PC?" And they'll ask,  "Why can't I access my buddy list from my cell phone?"
And,  "Why do can't all these new devices work  together in a way that's  simple
and easy to understand?"

People  shouldn't  have to be systems  integrators  to figure out the answers to
these questions.  What they need and want is the simplicity and convenience that
is made possible by convergence.

For the past decade,  people have been talking about  convergence and how it was
"right around the corner." Today, it is right around the corner.

Looking out over the next couple of years, we see a new world taking shape where
everything gets connected and transforms  people's  lives.  Just think about the
four  devices  that  now  deliver  a  variety  of  services  in the  home -- the
television, the PC, the stereo, and the telephone.

Already,  the  distinctions  between  these four  devices  are  blurring  -- and
interactivity is connecting all of them.

This will give consumers many more choices and opportunities.  For example,  the
TV will have portals and  bookmarks  like the  Internet and provide  interactive
services like e-mail and Instant Messaging.

Through  digital  delivery,  music and  streaming  videos  will be  conveniently
available on demand and the experience  will be easy for consumers to customize.
Consumers  might want to store their music on servers in their homes, or keep it
in online jukeboxes for remote access.

For the telephone,  the distinction between long distance and local calling will
disappear -- and  communications  will be integrated with the TV and the PC. You
might be trading  instant  messages  with  somebody and then decide to switch to
voice - and you'll do it  quickly  and  easily.  Or you'll be able to answer the
phone through the TV and have a video call.

Just on the PC, AOL already  provides 200 million  online stock quotes every day
to help people manage their  finances.  We handle nearly 900 million  messages a
day - 50% more than the 600 million  pieces of mail handled  daily by the United
States Postal Service. Imagine what those numbers will look like when people can
access the same information, anytime, anywhere.

Of course,  the role of the PC in the home will  change.  Just as the TV evolved
from a single console in the living room, people will have computers all through
the house -- even in appliances.

In fact,  the biggest  change of all will  likely be home  networks -- just like
electricity  and plumbing -- that will run through  homes  linking  together all
four of these  devices and more.  These  networks  will really  weave a range of
options into a tapestry that will fundamentally change the way people live.

The fact is, convergence is changing consumer's expectations - and the more they
get, the more they'll want. Frankly, it's something Jerry Levin has been talking
about for years - and it's where the AOL Time Warner story really starts.

AOL Time  Warner  will lead the way in turning  this vision into a reality - not
only by  providing  all the  separate  pieces,  but by  connecting  the dots for
consumers in a simple, convenient way that improves their lives.

We aim to become an  integrating  force,  at the  epicenter of the next Internet
Revolution. Our assets will act as catalysts for each other, creating strong new
growth  and  greater  benefits.   By  building  bridges  between  our  products,
platforms,   and  mediums,  we  will  be  able  to  innovate  more  quickly  and
efficiently. As one company, we will be able to meet today's fast-growing demand
from consumers for more and richer interactive services -- wherever and whenever
they want. And these opportunities will only accelerate in the years ahead.

At AOL, we've  witnessed  first-hand how essential  interactivity  has become to
people -- and how much more so it will be in the near future.

In five years, we have grown from 1 million  subscribers to more than 23 million
members and tens of millions of consumers of our Web-based  brands.  One hundred
million people around the world  communicate with AOL Instant Messaging and ICQ.
Netscape's Netcenter has 25 million registrants.  And our AOL members have upped
their usage from an hour a week to more than one hour per day.

We are  justifiably  proud of this. But there are 23 more hours in the day - and
what are  people  using  them for?  They are  watching  TV and going to  movies,
reading books and  magazines,  listening to music and talking on the  telephone.
This  merger is our chance to paint on that  larger  canvas of  people's  lives,
creating a more compelling, more convenient, more affordable set of services.

That's the goal behind our AOL Anywhere  strategy - and it's a  consumer-centric
plan.  We want to use new  technology to make  people's  lives easier,  not more
complicated.

Let me give you two examples.  There have been many  predictions  over the years
that the television  experience was about to change forever.  But it never quite
happened.  Basically, TV hasn't changed much since I was growing up. The biggest
difference is that now there are more channels, and it's harder to find things.

That's what led to the concept of AOL TV,  which we will launch  later this year
-- giving customers the interactivity they want when they watch television,  and
bringing TV into the Internet Century.  Time Warner's assets will jumpstart this
roll-out, bringing another level of interactivity and integration

For  example,  AOL TV will provide a new  interactive  marketing  platform,  new
subscription  models, a new genre of interactive  programming,  and dramatically
higher usage. And AOL TV will have the advantage of Time Warner's  relationships
with its cable  customers,  as well as promotion on Time Warner's cable networks
and program offerings -- all of which will be especially critical as we approach
this year's holiday season.

Of course,  we will have similar  opportunities in the film and music industries
to build new businesses around new formats and devices.

Another key piece of our AOL Anywhere  strategy -- and one that certainly brings
our  industries  together -- is mastering  the  wireless  frontier.  Again,  the
pundits  predicted for years that the wireless  revolution  was about to happen.
Now they are right.  Mass-market  consumers  are  driving  this trend -- and the
Internet  is fueling an  explosion  in the use of wireless  phones and  handheld
devices.

Last week,  we  announced a series of exciting  agreements  that will drive that
transformation  to new  levels of  customer  convenience.  With these and future
partners,  our customers  will be able to access their usual services -- e-mail,
stock portfolios, Buddy Lists, and personalized news and sports from the leading
Time Warner brands like CNN -- across a range of different devices, wherever and
whenever they want.

AOL Time  Warner will be well  positioned  to get a jump on  wireless.  Already,
roughly  70% of AOL  households  own a cell phone,  pager,  or both -- twice the
penetration  of the  population  at large.  And we bring the  leading  brands in
online mapping,  local city guides, and Instant Messaging,  among other valuable
features and information for mobile users -- with AOL's hallmark convenience and
ease-of-use.

Like  interactivity  and  convergence,  mobility is a critical  piece of the new
networked  world.  Once people get a taste of it, they will expect even more. We
believe that our AOL Wireless  strategy will allow us to truly "grow the pie" --
driving increased consumer demand, higher use of existing services,  and a range
of new  services  based  on  these  technologies.  At  every  level,  this  is a
win-win-win opportunity for AOL, for our partners, and for consumers.

One thing the last few years have made  crystal  clear is that in such a rapidly
changing,   Internet-charged   economy,   companies  must  constantly   reinvent
themselves to attract new  customers.  And today,  it's not how many assets your
company has, it's how you connect those assets and constantly innovate to better
serve consumers.

In this new  environment,  it is critical to integrate the new  technologies for
consumers.  Whether in wireless or other new markets,  both individual companies
and  industries  must build  bridges  between  platforms,  mediums,  content and
services -- capitalizing on new synergies,  creating new businesses,  and taking
advantage of transforming business opportunities.

That,  in fact,  is our game plan for AOL Time  Warner.  And we  believe  we are
uniquely positioned to put it into play, for a number of reasons.

First,  our combined assets are unrivaled -- not only because of their range and
value,  but because of the way they fit together  like pieces of a puzzle.  From
the  world's  most  popular  media,   Internet  and  communications  brands  and
properties, to our technological expertise and infrastructure,  we are poised to
lead the next wave of growth.

Second, we have strong, sticky relationships with our customers,  including more
than 110 million  paying  subscribers  between the two  companies.  In fact, our
combined brands touch consumers more than 2.5 billion times monthly,  all around
the world.

Third, our combined resources give us the strength to take full advantage of new
opportunities.  With significant revenues,  critical strategic  partnerships,  a
world-class  operational team, management vision and a deep talent pool, we will
drive strong and consistent growth.

Finally,  we are  committed to putting the  interests of both our  customers and
shareholders  first.  AOL and Time Warner have always believed that the best way
to return shareholder value is to bring new value into the lives of consumers.

That's  what  we'll do as a  combined  company.  Just as Time has been a part of
people's lives for 75 years,  and CNN for 20, we plan to entwine our brands into
the fabric of society,  improving our customers' lives ... and becoming the most
valuable company in the world.

The Internet has flourished because it was built on an open  infrastructure that
spurred competition and sparked innovation. And the new environment of broadband
connections  -- cable,  DSL,  satellite and wireless -- will grow fastest if the
infrastructure remains open and competitive.

On the day we announced  our merger,  AOL and Time Warner  committed to open our
cable  network  for  competition  by  multiple  ISPs,  and to support  all major
platforms in the future.

Last  week,  we  took  the  next  step,   jointly   releasing  a  Memorandum  of
Understanding  that will form the  framework for  delivering  AOL and other ISPs
over Time Warner cable -- and give consumers  greater choice.  Implementation of
open access is no longer a question of whether, but of when.

Jerry  Levin  and I  believe  this is the right  policy,  grounded  in the right
principles,  for consumers,  for the cable  industry,  and for the growth of the
Internet.

Let me close by giving  you an example  of what this will mean to  consumers  in
real terms.

How will the average teenager experience AOL Time Warner? She won't just talk on
the phone with her friends  about the new  Madonna CD.  She'll chat with them --
and  Madonna  -- on AOL Live.  She won't wait for her mother to drive her to the
record store.  She'll listen to the latest song clips online and download  them,
turning her desktop into a jukebox.

Of course,  she will also be able to order the latest Madonna poster online from
Teen People and  download it to My Pictures  without  ever  leaving her bedroom.
And,  instead of waiting in line for hours to buy  concert  tickets,  she'll buy
them  online,  after My  Calendar  automatically  alerts  her about an  upcoming
Madonna  performance.  And if her  mother  can't  take  her  to the  concert  --
technology has its limits -- she will be able to hear and see the Webcast of the
concert.

Five  years  ago,  this  would  have  been a  pretty  unrealistic  - and  pretty
futuristic -- wish list. But that is exactly the kind of enhanced experience AOL
Time Warner will be able to offer consumers in sports,  personal  finance,  news
and communication -- to name just a few. And not in the future, but right now.

That is the real benefit of the AOL Time Warner  merger:  putting  people in the
driver's seat, providing them with the world's best destinations,  and making it
easier than ever for consumers to get where they want to go.

AOL has always  delivered  the  simplicity  and  convenience  that have made the
online  experience a part of millions of people's lives. At AOL Time Warner,  we
will do it again - with the assets,  the  resources  and the vision to transform
and  enhance  our   customer's   experiences  in   entertainment,   information,
communications, shopping and learning - quickly and preemptively.

Like Wayne  Gretzky,  we aren't  focused on where the puck is; we're  focused on
where it's going.  We're going to create an exciting new converged world,  which
we believe will catapult AOL Time Warner into being the most  valuable  player -
uniquely positioned to make the promise of this new world a reality.

Thank you.

                              * * * * * * * * * *

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 above. 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. You
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.  You may
obtain a free copy of the definitive joint proxy  statement/prospectus  (when it
is  available)  and  other  documents  filed by AOL Time  Warner  (as well as by
America Online and Time Warner) with the Commission 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.