Filed by AOL Time Warner Inc.
Pursuant to Rule 425 under the
Securities Act of 1933
Subject Company: America Online, 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 are slides that were presented on April 25, 2000 by Ted Leonsis,
President, Interactive Properties, and that may be used from time to time by
others on behalf of AOL:
SEE FINAL AOL TIME WARNER JOINT PROXY STATEMENT/ PROSPECTUS (WHEN FILED WITH THE
SEC)
- -PRELIMINARY ALREADY FILED
- -CONTAINS IMPORTANT INFO.
- -FOR FREE COPY, GO TO SEC WEBSITE (WWW.SEC.GOV) OR WRITE TO AOL AT AOL
[email protected]
This Is the Internet Century . . . and AOL Time Warner Will Lead It!
The Environment We Live In
Defines the Promise of AOL Time Warner
- Internet is becoming a necessity for the mass market
- Brands win
- Convenience is key variable with consumer products
- Established and habitual consumer relationships are key
building blocks for creating new businesses
- Large investments required to fully exploit potential of
world's largest industry
AOL Time Warner
Why are we really doing AOL Time Warner?
AOL Time Warner
Why: Three Key Value-Creation Drivers
Tomorrow (Internet Time) Transforming > New Industries
Today Strategic > New Businesses
Tactical > Synergies
AOL Time Warner
What: Requirements for Success
Consumer Relationships Transforming
Brands
Flexibility and Creativity
Scale and Financial Resources
Content / Product Strategic
Customer Base
Distribution and Platforms
Hardware Relationships
Natural Synergies Tactical
AOL Time Warner
How: Getting There
Open, Flexible, Risk-Taking Transforming
Environment
Stretch Goals and Plans Strategic
Management Commitment Tactical
AOL and Time Warner are the Future of Each Other's Businesses . . .
CATALYSTS!
Among the World's Most Valuable Brands
[pictures of various AOL and Time Warner logos]
Only AOL Time Warner Will Have All the Brands, Tools and Creative Resources to
Use the Interactive Medium to Transform Consumers' Lives in the Internet Century
. . .
. . . And the Infrastructure to Monetize Them!
Summary
AOL Time Warner Will Create New Value -- From the Tactical and Strategic
to the Transforming -- That Neither Company Could Achieve Alone . . .
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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 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
[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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