SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 


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                                                                    EXHIBIT 99.3











                                  DETACH HERE
                                        
                                     PROXY

                              AMERICA ONLINE, INC.
                                        
                   THIS PROXY IS BEING SOLICITED ON BEHALF OF
                   AMERICA ONLINE, INC.'S BOARD OF DIRECTORS
                                        
The undersigned, revoking previous proxies relating to these shares, hereby
acknowledges receipt of the Notice and the joint proxy statement-prospectus
dated _________, 2000 in connection with the special meeting to be held at
___:00 a.m. local time on ________, 2000 at ______________________, and hereby
appoints Stephen M. Case, J. Michael Kelly and Paul T. Cappuccio and each of
them (with full power to act alone), the attorneys and proxies of the
undersigned, with power of substitution to each, to vote all the shares of
common stock of America Online, Inc. registered in the name provided on this
proxy card, which the undersigned is entitled to vote at the special meeting of
stockholders, and at any adjournment or adjournments of the special meeting,
with all the powers the undersigned would have if personally present.  Without
limiting the general authorization given, the proxies are, and each of them is,
instructed to vote or act as follows on the proposal described in this proxy.

When properly executed, this proxy will be voted in the manner directed on the
reverse side by the undersigned stockholder.  If no direction is made
 this proxy
will be voted FOR proposal 1 on the reverse side, and in the discretion of the
proxies on any other business matters or proposals as may properly come before
the special meeting or any adjournment of the special meeting.  Abstaining or
failing to vote at all will have the same effect as voting against proposal 1.

SEE REVERSE SIDE FOR PROPOSAL 1.  If you do not sign and return this proxy card,
vote by telephone or through the Internet, or attend the meeting and vote by
ballot, your shares cannot be voted.  If you wish to vote in accordance with the
Board of Directors' recommendations, just sign on the reverse side.  You need
not mark any boxes.

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 SEE REVERSE       CONTINUED AND TO BE SIGNED ON REVERSE SIDE    SEE REVERSE 
     SIDE                                                            SIDE   
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Vote by Telephone                                       


It's fast, convenient and immediate!
Call Toll-Free on a Touch-Tone Phone
1-877-PRX-VOTE (1-877-779-8683)


Follow these four easy steps:

1.   Read the accompanying joint proxy statement-prospectus and proxy card.

2.   Call the toll-free number 1-877-PRX-VOTE (1-877-779-8683). For shareholders
     residing outside the United States call collect on a touch-tone phone
     1-201-536-8073.

3.   Enter your 14-digit Voter Control Number located on your proxy card above
     your name.

4.   Follow the recorded instructions.


Your vote is important!
At anytime call 1-877-PRX-VOTE


Vote by Internet


It's fast, convenient and your vote is immediately confirmed and posted.

Follow these four easy steps:

1.   Read the accompanying Proxy Statement and Proxy Card.

2.   Go to the Website 
     http://www.eproxyvote.com/aol.

3.   Enter your 14-digit Voter Control Number located on your Proxy Card above
     your name

4.   Follow the instructions provided.


Your vote is important!
At anytime go to  http://www.eproxyvote.com/aol

     Under Delaware law, your telephone or Internet vote authorizes the named
proxies to vote your shares in the same manner as if you completed, signed and
returned your proxy card.  Therefore, if you vote by telephone or the Internet,
please DO NOT return your proxy card.

                                  DETACH HERE
     Please mark
[X]  votes as in
     this example.

The Board of Directors recommends a vote FOR proposal 1.

1.  Proposal to approve and adopt the Amended and Restated Agreement and Plan of
Merger, dated as of January 10, 2000, among America Online, Inc., Time Warner
Inc., America Online Merger Sub Inc. and Time Warner Merger Sub Inc. pursuant to
which America Online and Time Warner will each become a wholly owned subsidiary
of a new holding company that will be named AOL Time Warner Inc. In the merger,
one share of America Online common stock will be automatically converted into
one share of AOL Time Warner common stock.  Adoption of



___________________________________
Signature          Date

the merger agreement will also constitute approval of the merger and the other
transactions contemplated by the merger agreement.

     FOR                      AGAINST                  ABSTAIN
     [ ]                        [ ]                      [ ]  

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournments thereof.

MARK HERE FOR ADDRESS
CHANGE AND NOTE AT LEFT  [ ]

Please sign exactly as your name(s) appear(s) on this proxy card.  Joint owners
should each sign.  When signing as attorney, executor, administrator, trustee or
guardian, please give your full title as such.


___________________________________
Signature          Date