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
THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY AMERICA ONLINE, INC. AND
TIME WARNER INC. ON MAY 4, 2000.
Management Team and Organization Announced for AOL Time Warner
New Organization Positions AOL Time Warner to Take Full Advantage of Unique
Combination of Assets and Drive Future Growth
Will Enable Company to Capitalize Quickly on Opportunities to Transform
Internet, Media and Communications Industries
Will Speed Growth of Subscription Services, Advertising and Commerce,
and Content Businesses
DULLES, VA and NEW YORK, NY, May 4, 2000 - Steve Case, Chairman and Chief
Executive Officer of America Online, Inc., and Gerald M. Levin, Chairman and
Chief Executive Officer of Time Warner Inc., today announced the management team
and organization of AOL Time Warner, which will take effect when the merger
closes in the fall.
Mr. Case, who will become AOL Time Warner's Chairman of the Board, and Mr.
Levin, who will become Chief Executive Officer, said that this organization will
make the best use of talent across the combined company and speed the
integration of its rapidly converging Internet, media and communications
businesses, as well as position AOL Time Warner to capitalize quickly on
opportunities presented by the Internet's next wave of growth.
AOL Time Warner will be organized around its core growth drivers - subscription
services, advertising and commerce, and content - to maximize the value of the
company's unique combination of brands and other assets, and to drive future
growth.
Bob Pittman, currently America Online's President and Chief Operating Officer,
will become AOL Time Warner's Co-Chief Operating Officer and oversee the
subscription services and advertising and commerce businesses. Dick Parsons,
currently Time Warner's President, will also become Co-Chief Operating Officer
of AOL Time Warner and oversee its content businesses in film, television
production, music and books, as well as two key corporate functions, Legal and
People Development.
Ted Turner, currently Time Warner's Vice Chairman, will become Vice Chairman of
AOL Time Warner and will assume the additional title of Senior Advisor. In this
new role, Mr. Turner will work closely with Messrs. Case, Levin, Pittman and
Parsons across all of the new company's operations.
Reporting to Mr. Pittman will be:
America Online, Inc. - Barry Schuler, currently President of AOL Interactive
Services, will become Chairman and Chief Executive Officer of America Online,
Inc. and assume Mr. Pittman's current responsibilities.
Time Warner Cable - Joseph J. Collins, Chairman and Chief Executive Officer.
Time Inc. - Don Logan, Chairman, President and Chief Executive Officer.
Home Box Office - Jeffrey L. Bewkes, Chairman and Chief Executive Officer.
Turner Broadcasting System, Inc. - Terrence F. McGuirk, Chairman and Chief
Executive Officer.
The WB Television Network - Jamie Kellner, Chairman and Chief Executive Officer.
Business Development - David M. Colburn, currently President of America Online
Business Affairs, will become President of Business Development for the new
company's subscription services and advertising and commerce businesses.
Reporting to Mr. Parsons will be:
Warner Bros. - Barry M. Meyer, Chairman and Chief Executive Officer.
New Line Cinema - Robert Shaye, Chairman and Chief Executive Officer.
Warner Music Group - Roger Ames, Chairman and Chief Executive Officer.
Time Warner Trade Publishing - Laurence J. Kirshbaum, Chairman and Chief
Executive Officer.
Legal - Paul T. Cappuccio, currently Senior Vice President and General Counsel
of America Online, will become Executive Vice President and General Counsel of
AOL Time Warner.
People Development - Andrew J. Kaslow, currently Senior Vice President of Time
Warner Human Resources, will become AOL Time Warner's Senior Vice President for
People Development.
Both Mr. Pittman and Mr. Parsons will report to Mr. Levin.
Significant Milestone
Mr. Case said: "Today's announcement marks a very significant milestone for AOL
Time Warner. We are moving quickly to ensure that AOL Time Warner fulfills its
unique potential as the first media and communications company truly powered by
the Internet. With this focused organization and world-class management team, we
will be perfectly positioned to capitalize on the enormous opportunities in the
converging Internet, communications and media industries. As the Internet moves
into the next stage of its global development, we believe AOL Time Warner's
unmatched content, brands and consumer relationships will be keys to our
success. To best serve our customers, we are committed to offering a broad
choice of the best content available, regardless of who produces it, and to
distributing our own content as widely as possible on a variety of platforms -
and this new organization reflects that commitment."
Mr. Case added: "Our combined company will have an unsurpassed ability to drive
the development of the interactive medium while delivering a strong, consistent
earnings performance. Jerry and I are confident that Bob Pittman and Dick
Parsons will provide the leadership for AOL Time Warner to become the most
valuable and respected company in the world."
Mr. Levin said: "Our goal is to move fast and to move smartly. This
organization, built around our critical growth drivers, will enable us to do
just that. We are delighted with our rapid progress in developing key business
strategies for our combined company. Our merger is on track to close this fall
and, from the very start, AOL Time Warner will be able to deliver superior
benefits to both consumers and shareholders. We will make the most of the
talented people across the company, with a streamlined and empowered
organization designed to ensure the highest level of execution. At the same
time, we are absolutely committed to maintaining the most rigorous journalistic
integrity and creative excellence, as we have throughout our history."
Mr. Levin added: "As we enter the Internet Century, the accelerating convergence
of both technologies and markets makes it imperative for AOL Time Warner to step
beyond historical lines of organization in order to best serve our customers and
shareholders. Just as Steve has focused on making teamwork and collaboration
across America Online one of his top priorities, we are committed to the same
operating principles at the new company."
AOL Time Warner Chairman
As Chairman of AOL Time Warner, Mr. Case will be actively involved in building
and leading the new company, with particular focus on the technological
developments, policy initiatives and strategic investments driving the global
expansion of the interactive medium. Reporting to Mr. Case will be:
Kenneth J. Novack, currently America Online's Vice Chairman, will become Vice
Chairman of AOL Time Warner and continue to provide strategic counsel and handle
special assignments for Mr. Case and Mr. Levin, as well as play a lead role in
major corporate transactions. Reporting to Mr. Novack, Kathy Bushkin, currently
America Online's Senior Vice President for Corporate Communications, will become
a Senior Vice President of the new company, overseeing its philanthropic, social
and community initiatives, including becoming President of the AOL Time Warner
Foundation.
Richard J. Bressler, currently Chairman and Chief Executive Officer of Time
Warner Digital Media, will become Chief Executive Officer of the AOL Time Warner
Investment Corporation and Executive Vice President of the new company. The AOL
Time Warner Investment Corporation will be a new global equity
investment/venture capital unit through which the combined company will pursue
significant strategic investment activities. The new unit will be the primary
vehicle for AOL Time Warner to acquire and manage significant investments in
companies that are strategically relevant to the new company's operating
businesses. Mr. Bressler will work closely with Messrs. Levin, Pittman and
Parsons to ensure that the unit's investment efforts are well coordinated with
AOL Time Warner's broader strategic and business development initiatives.
Reporting to Mr. Bressler will be Lennert J. Leader, currently President of AOL
Investments, who will become President of the venture group of the AOL Time
Warner Investment Corporation.
William J. Raduchel, currently America Online's Chief Technology Officer, will
become Chief Technology Officer and Executive Vice President of AOL Time Warner,
and serve as the combined company's technology strategist, focusing on its
architecture, technologies and strategic alliances.
George Vradenburg, currently America Online's Senior Vice President of Global
and Strategic Policy, will become Executive Vice President for Global and
Strategic Policy for the new company, with responsibility for public policy
matters and shaping the development of the interactive medium. Reporting to Mr.
Vradenburg will be Timothy Boggs, who will continue as Senior Vice President of
Global Public Policy in the new company.
AOL Time Warner Chief Executive Officer
As Chief Executive Officer of AOL Time Warner, Mr. Levin will set the new
company's strategy, working closely with Mr. Case, and oversee the management of
AOL Time Warner. In addition to Mr. Pittman and Mr. Parsons, reporting to Mr.
Levin will be:
J. Michael Kelly, currently America Online's Chief Financial Officer and Senior
Vice President, will become Chief Financial Officer and Executive Vice President
of the new company.
Kenneth B. Lerer, currently Senior Vice President at America Online, will become
Executive Vice President at AOL Time Warner and work with Mr. Levin on company
strategy and corporate positioning, as well as oversee the new company's
communications and investor relations functions. Reporting to Mr. Lerer will be
Richard E. Hanlon, currently Vice President for America Online Investor
Relations, who will become Senior Vice President for the new company's Investor
Relations, and Edward I. Adler, currently Senior Vice President for Time Warner
Corporate Communications, who will become Senior Vice President for AOL Time
Warner Corporate Communications.
To guide AOL Time Warner priorities and facilitate strong collaboration across
the new company, an Executive Committee, chaired by Mr. Case and Mr. Levin, will
be formed and include their direct reports - Messrs. Parsons, Pittman, Novack,
Kelly, Bressler, Raduchel, Vradenburg and Lerer - as well as Mr. Turner and
America Online Board Director Miles Gilburne.
AOL Time Warner will be headquartered in New York, with principal offices in
Dulles, Atlanta and Los Angeles.
About America Online, Inc.
Founded in 1985, America Online, Inc. (NYSE: AOL) is the world's leader in
interactive services, Web brands, Internet technologies and e-commerce services.
About Time Warner Inc.
Time Warner Inc. (NYSE: TWX, www.timewarner.com) is the world's leading media
company. Its businesses: cable networks, publishing, music, filmed
entertainment, cable and digital media.
Statements in this release regarding the proposed organization of AOL Time
Warner and its benefits, including future financial and operating results, are
forward-looking statements within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995. These statements 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
consummate the merger as a result of a failure to obtain, or meet conditions
imposed for, governmental approvals for the merger or as a result of the 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; costs
related to the merger; and the failure of the proposed AOL Time Warner
organization to realize the anticipated benefits.
You are urged to read the definitive joint proxy statement/prospectus, which
will be filed with the Securities and Exchange Commission by AOL Time Warner
Inc., Time Warner Inc. and America Online, Inc., 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 [email protected], 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: [email protected].
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