SEC Filings

425
HISTORIC TW INC filed this Form 425 on 04/04/2000
Entire Document
 




                            Filed by Time Warner Inc.
                            Pursuant to Rule 425 under the
                            Securities Act of 1933
                            Subject Company:  AOL Time Warner Inc.
                            Commission File Number: 333-30184


        The   following    communications   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 Inc./America
Online,  Inc. merger.  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;  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 Time  Warner,  AOL Time Warner Inc.  and America  Online
with the Securities and Exchange Commission, including Time Warner's most recent
Annual Report on Form 10-K. Time Warner is under no 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.

        SET  FORTH  BELOW  IS A  TRANSCRIPT  OF  CERTAIN  VIDEO  CLIPS  THAT ARE
AVAILABLE THROUGH WEBSITES OF TIME WARNER INC.


GERALD M. LEVIN - Chairman and Chief Executive Officer, Time Warner Inc.

-  Serving the Consumer

Many  people  think  that this is a  transaction  that's  about a  technological
infrastructure  or  broadband  interactivity.  In  fact,  it's  profound  in the
following  sense.  It's really  based on  servicing  the  consumer and making it
easily  accessible for the consumer to enjoy the benefits of  communication  and
media and  entertainment.  That consumer  focus is really  critical.  And what's
underneath  it is ...  again,  this is not a company that exists  because of its
technological infrastructure. It exists because of its people.

-  An Accelerated Growth Company

I think what's very clear now is that for both  companies  previously  separate,
Time Warner and AOL, this  transaction  will accelerate the combined growth that
neither  company  could have  accomplished  on its own.  So, in  effect,  from a
shareholder perspective,  this will be an accelerated growth company, delivering
superior  returns.  And in fact the  ultimate  measure is cash at the end of the
day,  free cash,  and the very strong  balance  sheet this company will have, so
that its ability to not only drive those returns but have accelerated growth ...
and really our objective is to be not just large, or very large,  capitalization
company,  but to have superior  growth  characteristics  and to grow faster than
anyone in our space.




<PAGE>


-  The Networked Society

I think for the consumer  we're living at a time where  there's the capacity now
to  make  life  simpler,  more  efficient,  and  more  meaningful.  There's  the
television set, there's a personal computer, there's a telephone, there might be
a music stereo  system.  All of these are being woven  together,  including  the
ability  to  communicate  when I'm  travelling  and not  tethered  to some  home
appliance.  So that I can do all the things that I need to do every day.  It's a
very exciting opportunity.

-  Commitment To Make A Difference

One of the extraordinary  opportunities  here is not just trying to provide more
universal  access to what's  currently  available,  but also to create new links
between, for example,  school and the home for the sake of our children, I mean,
it would be an  enormous  benefit.  So now in the  context of AOL Time Warner we
think,  with  our  values  and our  social  commitment  and our  drive to make a
difference and to really influence public policy,  that we have a platform to do
that.

R.E. TURNER - Vice Chairman, Time Warner Inc.

-  Integrate and Execute

I'm really excited about the AOL/Time  Warner merger.  Time Warner's  leadership
position in information and  entertainment is matched with AOL's  preeminence on
the Internet.  And don't forget our  distribution  advantage  with Time Warner's
broadband cable. The challenge now is to integrate and to execute.

RICHARD D. PARSONS - President, Time Warner Inc.

-  People: Our Essential Resource

Underlying  the  success  of both AOL and  Time  Warner  is the  same  essential
resource,  and that is talented,  innovative  people who are  committed to their
work and to making a difference.  And by bringing  these people  together in one
company, we are creating an enterprise of truly unlimited possibilities.

-  Anytime, Anywhere

This is a new way to reach a broader audience with your content,  so that we can
now take our movies and our  television  and our music and really reach  anyone,
anywhere in the world through the medium of the Internet. The combination of our
entertainment  content assets and AOL's broad and deep penetration of the online
world is not only going to enable us to move our content  before more  consumers
around the world,  anytime,  anywhere,  but it's going to make the Internet that
much more a popular place to come for not only information, but for recreation.

-  Creating Greater Literacy

When you add to availability,  compelling content and ease of use, which is what
AOL  brings,  that it will  just  make  this  thing  called  the  Internet,  and
familiarity  with it and use of it, more  ubiquitous in all of our  communities,
and that will help shrink the divide. What can we do, not just in the pursuit of
our  business,  but  through   corporate-citizenship-type   involvement  in  the
communities,  to educate people,  and to create greater literacy around computer
skills and Internet access and understanding.



<PAGE>



RICHARD J. BRESSLER - Executive Vice President, Time Warner Inc. and
                        Chairman and CEO, Time Warner Digital Media

-  Defining the Digital Experience

Our mission in our new combined  company of AOL Time Warner is to really  define
the digital  experience for the consumer.  By fully  integrating the AOL assets,
the distribution system ... the ability of AOL to repurpose our content,  and to
get it to the consumer,  and to integrate  that fully into the Time Warner asset
base,  this  merger  of equals  ... of AOL and Time  Warner  ...  enables  us to
supercharge  that ... to  turbocharge  it. To bring it to the consumer on a more
accelerated basis.

-  Reaching Billions of Consumers

When you look at the power of the new AOL Time Warner,  our products  will reach
over two and a half  billion  people on a  monthly  basis.  We'll  have over 100
million  subscriptions.  Those are people that pay us subscription  revenue on a
monthly basis. And the combined company of AOL Time Warner will generate over 40
billion dollars in revenue in its first full year of operation.

-  A New Company, A New Vision

There is no other Time  Warner out there.  There is no other AOL out there.  And
therefore AOL Time Warner is a company that nobody can duplicate, and it will be
unsurpassed in its success. But maybe even more importantly, nobody else has the
management  that  we've  created  here.  At the end of the  day,  this is  about
execution.  It's about  people.  It's about what we're  trying to create  with a
common vision.

TERENCE F. MCGUIRK - Chairman and CEO, Turner Broadcasting System, Inc.

-  Building Networks

We're in the  business of building  networks  out of content.  When we have more
distribution,  that  fuels  the  economics  underneath  that  business.  And the
opportunity to create more networks and more content off of that distribution is
very high. And that's, I think,  part of the magic of this merger in that as the
distribution  comes,  we have the machine that can build the  networks  that can
fill those pipes.  I've heard AOL'ers recently say, that they don't subscribe to
a world of 100 channels or 500 channels, but really of thousands and hundreds of
thousands and infinite numbers of channels.  And in that world of fragmentation,
of more places to go, I think we will be very successful.

-  Growth in the Merged Company

The  ability  to grow our  analog  business  and our  channels  within the cable
universe  is there.  We'll  continue  the very  strong  growth  that  we've been
providing  for Time  Warner and for the Street  over the last three years of our
merger. We expect accelerated growth out of the Internet. We expect, accelerated
growth  out  of our  association  with  AOL  just  as AOL  expects  to  grow  in
association with us.



<PAGE>



-  Teamwork

We like to play on a team, and it actually makes us much more comfortable.  It's
the only way you got from being very  small to almost  nonexistent  in the early
'70s to being  where we were three  years ago when we merged with Time Warner to
where we are today with three years of solid 20  percent-plus  growth each year.
And you only get that way by pulling together and having these vision and values
that we all know is the ultimate way to succeed.

W. THOMAS JOHNSON - Chairman, President and CEO, CNN News Group

-  News You Can Trust

The heritage of journalistic  integrity is the most important  element for me in
the new consortium,  the new collection of companies.  We must be able to assure
our viewers,  our readers and now all of our online  interactive  customers that
what we're producing,  is accurate,  that it is information that can be trusted.
And in an  increasingly  fragmented  world,  I think these brands that stand for
quality will be the best brands in the market place for the advertisers, for the
cable  subscribers  and  for  those  who  are the  subscribers  of all the  new,
interactive services.

-  A Great Fit

This merger will definitely serve consumers around the world.

It's a great fit. I think it's a wonderful, strategic concept and it's up to all
of us to take that concept and really make it into an exciting new reality.

I consider this like a great leap forward into the digital, new frontiers.  They
are a dynamic  group of people.  We know that.  They have already  established a
terrific  group of  services  and for us at CNN,  it's a chance  for us to be on
platforms  and a  secured  distribution  in ways  that we  otherwise  could  not
achieve.

JEFFREY L. BEWKES - Chairman and CEO, Home Box Office

-  The Shape of Things to Come

We know that this is  transformative.  There is no other  company that will have
what Time Warner and AOL have.  Each one is unique,  you put them  together even
more so.

What we're all excited  about is that there are things that are possible that we
do together that we couldn't think of when we were apart.

And that's the essence of the digital revolution.

DON LOGAN - Chairman and CEO, Time Inc.

-  Time Inc. and AOL

I think the  opportunity to work across  divisional  lines are even greater with
AOL coming into the  picture as compared to before.  All of our groups are going
to have and have to deal with the electronic world and our core businesses as we
go forward.  Everybody.  I mean,  it's a part of our future.  And as a result we
have the  experts  there.  It's that we have the group that has the  brand,  the
size, the scale, the clout, the reach, the know-how.  You know, they can enhance
and help all of our other businesses.



<PAGE>



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.



<PAGE>



MICHAEL LYNNE - President and COO, New Line Cinema

-  A New Universe

You take AOL and everything it's accomplished in the on-line  universe,  and you
take Time Warner and  everything  that it's  accomplished  and you put those two
together and everyone within our place certainly, but I think everyone out there
understands  the  explosive  capability  of those two  incredibly  talented  and
exceptional companies coming together. It is a new universe.

ROGER AMES - Chairman and CEO, Warner Music Group

-  Digital Opportunity

We now have a new  distribution  machine and access to a new group of consumers,
and an ability to reach them in a different way than we ever had before.

This now says you can take your music anywhere, and you can receive it anywhere,
you don't have to carry  around 50 tapes with you, or, you know,  batteries  for
your  Walkman.  It just  makes  music  much  more  ubiquitous,  you  know,  it's
everywhere. What it says is that there's a huge opportunity.  And I think that's
what's going to drive growth is that we'll see one,  the actual  consumption  of
music will  increase,  and two,  you will see people  using music more than they
used to in their lives.

Everyone is just  tremendously  excited that here we've leap  frogged  ourselves
into the future in a way that nobody could have expected.

JOSEPH J. COLLINS - Chairman and CEO, Time Warner Cable

-  The Internet Changes Everything

What's  happening  here in  America is that the  Internet  has come and begun to
change  everything,  and slowly but  surely,  it's going to move from the narrow
band  internet  that  it's been up `til now,  over to the  broad-band  Internet.
Virtually  every  product  and  service  that we have at Time Warner is impacted
profoundly by the Internet,  and,  basically,  AOL is going to be our guide into
all those aspects of the business.


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

        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 Inc. and Time Warner (as well as America  Online)
at the  Commission's  web  site  at  www.sec.gov.  The  definitive  joint  proxy
statement/prospectus   and  other  documents  filed  by  Time  Warner  with  the
Commission may also be obtained for free from Time Warner by directing a request
to Time Warner Inc., 75 Rockefeller Plaza, New York, New York 10019,  Attention:
Shareholder Relations, telephone: (212) 484-6971, e-mail: investrequest@twi.com.