Type: 425
Sequence: 1
Description: Filing of Communication
Filed by Time Warner Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Commission File No. 001-12259
Subject Company: AOL Time Warner Inc.
Set forth below is the text of certain slides used during discussions
related to the proposed merger transaction involving Time Warner Inc. and
America Online, Inc.
<PAGE>
Integration Opportunities: Cartoon/AOL
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o Animation community on AOL's Entertainment Channel and
Broadband Service
o Cartoon Network.com as primary area on AOL Kids Only
Channel's main page
o Broaden audience for Immersion/Enhanced TV initiatives on AOL Teens,
Sports and Kids Channels
o Premiere placement for e-commerce initiatives on AOL's Shopping
Channel
o Build community with regularly scheduled Cartoon Network chat events
in AOL's Chat Auditorium
o Cross-promotional "stunts"
o Establish advertising media barter arrangements
o Leverage Digital Studio to create unique and original
content
o Digitize existing library content for streaming/exhibition
on AOL sites
o Leverage Turner Learning content for exhibition on AOL educational
sites
<PAGE>
AOL/Turner Benefits: Cartoon
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Benefits: Turner Benefits: AOL
---------------- -------------
o Increase on-line viewership o Unique and original
of unique content content will give AOL a
competitive advantage
o Increase advertising
revenues o Potential for increased
revenue due to increased
o Potential for syndication subscribers, retention and
and licensing/ advertisers from Cartoon
merchandising revenues Network content
from product exposure
o Greater ability to attract
and retain advertisers
<PAGE>
Integration Opportuities: NASCAR/AOL
- ------------------------------------------------------------------------
o AOL will dramatically accelerate the growth of NASCAR.com
site users and annual page views.
o Integrate site into Turner web initiatives, as well as AOL
sports.
o NASCAR.com will achieve significant economies of scale by
leveraging existing CNN Interactive and AOL infrastructure.
o Enhanced programming will increase viewer involvement and
programming value (e.g., choice of in-car cameras).
<PAGE>
AOL/Turner Opportunities: News
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Concept Detail
--------------
o Leverage CNN content across AOL platforms, including AOL
Anywhere
o Leverage CNN news gathering services for proprietary news
content
o Co-brand CNN /AOL news updates
Benefits: Turner Benefits: AOL
---------------- -------------
o Extends CNN brand o Access to world leading
news
o Potential for incremental
revenue opportunities o Potential for increased
from increased reach revenue due to increased
subscribers, retention and
advertisers from CNN
News content
<PAGE>
AOL/Turner Opportunities: Promotions
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Concept Detail
--------------
o Cross-promotion between AOL assets and Turner assets
o Examples:
o Sign-up for AOL, get Cartoon merchandise
o AOL disks distributed at Braves, Hawks and Thrashers
games
o AOL logo on sponsored NASCAR car
o Sign-up for AOL at Simon Malls
o WCW (PPV, Chat, Community)
o Tune-In Support for cable programming via web
properties
o Airport Network/AOL Travel sites
<PAGE>
AOL/Turner Benefits: Promotions
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Benefits: Turner Benefits: AOL
---------------- -------------
o Increase/retain o Increase/retain traffic
viewership and traffic
o Generate new
subscribers
o Lower customer
acquisition costs
<PAGE>
AOL/Turner Opportunities: Ad Sales
- ------------------------------------------------------------------------
Concept Detail
--------------
o Bundling opportunities across multiple platforms (Internet
and television)
o Leverage Turner Global Client Solutions model (creating value for
advertiser who will then pay a premium for creative,
cross-platform solution)
o Shared data and research between AOL and Turner
o Promotion/product placement deals combining Turner and AOL
inventory
o Complementary nature of media assets allows for
o Leveraging of relationships
o Customers gaining easy access to both companies
o Enhanced creativity and flexibility within cross-media
buys
<PAGE>
AOL/Turner Benefits: Ad Sales
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Benefits: Turner Benefits: AOL
--------------- -------------
o Generate incremental o Generate incremental
advertising revenue advertising revenues
o Added value for o Data gathering and
advertisers analysis
o Data gathering and o Access to larger client
analysis base
o Idea-driven sales o Leverage Turner's brand
strength
o Improved marketplace
leverage o Idea-driven sales and
solutions
<PAGE>
AOL/Turner Opportunities: AOLTV
- ------------------------------------------------------------------------
Concept Detail
--------------
o Turner to develop a fully interactive/enhanced network
distributed through AOLTV
o AOLTV leverages Turner Ad Sales and Cable Sales
o Include AOLTV rights into future negotiations: NASCAR,
NBA, Wimbledon
o Leverage Turner satellite capacity and relationships to
advantage operators and distribute unique content
o Use content for bandwidth/promotion deals to build
digital library
o Leverage data to create incremental value through
targeted advertising and commerce
<PAGE>
AOL/Turner Benefits: AOLTV
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Benefits: Turner Benefits: AOL
---------------- -------------
o Incremental viewership o Build long-term,
and revenue due to valuable business
enhanced TV
functionality o Strategic advantage
over competition from
o Higher value variety of enhanced
environment for content
advertisers - opportunity
to capture revenue
through increased
interactivity and e-
commerce (results not
just "eyeballs")
<PAGE>
AOL/Turner Opportunities: Simon Malls
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Concept Detail
--------------
o Provide AOL as the custom ISP provider to mall customers
o Ability to promote on the local level because of AOL's
Digital City
o Value added technology
Benefits: Turner Benefits: AOL
---------------- -------------
o Incremental promotion o Brand extension
opportunities for the joint opportunities
venture
o Leverage AOL brand to
drive/ sustain traffic
<PAGE>
AOL/Turner Opportunities: International
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Concept Detail
--------------
o AOL will gain access to advertisers and country specific
content from Turner's existing operations/ relationships in
Europe, Asia and Latin America
o Opportunity to expand AOL customer base by leveraging value
of Turner's globally recognized brands
o Leverage Turner's brand strength to drive international
growth of new technology (advanced wireless acceptance,
etc.)
Benefits: Turner Benefits: AOL
---------------- -------------
o Potential revenues from o Expedite international
cross-selling of AOL growth through leverage
inventory of Turner relationships
with advertisers,
operators and
governments
o Capitalize on
universal
recognition of
CNN brand
<PAGE>
AOL/Turner Opportunities: Digital Content
- ------------------------------------------------------------------------
Concept Detail
--------------
o Leverage content from all Turner assets to create
programming for AOL
o Negotiate new media (streaming) and Internet rights for new and
existing product to be displayed on AOL sites
o Re-purposed/create new versions of existing product from
Turner library for display, possibly via PPV, on AOL
o Use AOL as experimental programming platform for new
concepts
o Headline News programming concept on AOL, other devices and
platforms (e.g.; PDA, wireless)
o Leverage Turner web sites and content across AOL
o Offer unique Turner programming live on AOL (TNT Concert
series live, followed by airing of produced version on TNT)
o Leverage sports teams for digital content
<PAGE>
AOL/Turner Benefits: Digital Content
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Benefits: Turner Benefits: AOL
---------------- -------------
o Create a long-term, o Create incremental
valuable library of digital revenue/subscribers due
content to unique, proprietary
content from Turner
o Use library for networks/web
syndication revenues sites/library
and potentially create a
long-term asset (e.g. o Increase subscriber
Turner's purchase of retention and site
MGM library) "stickiness"
<PAGE>
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Caution Concerning Forward-Looking Statements. This presentation
includes 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.
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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: [email protected].
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