Filed by AOL Time Warner Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: AOL Time Warner Inc.,
America Online, Inc. and Time Warner Inc.
Commission File No. 333-30184
THE FOLLOWING ARE EXCERPTS FROM A SCRIPT USED BY AN OFFICER OF AMERICA ONLINE,
INC. IN PRESENTATIONS MADE TODAY:
The call today contains forward-looking statements within the meaning of the
Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
References made during the call, in particular, statements regarding:
o future financial and operating results o the proposed AOL/Time Warner merger o
new products, services, features and content o subscriber, usage, advertising
and commerce growth
o plans for the Company's international joint venture services
. . . such 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. In particular, careful consideration should be given to cautionary
statements made in the company's reports filed with the SEC, especially the
section entitled "Forward-Looking Statements" in the MD&A section of the
Company's 10-K for the fiscal year ended June 30, 1999 and the Risk Factors
section of the Company's S-3 filings that became effective in November 1999 and
May 2000. . . .
We are making great progress with respect to the Time Warner merger, which we
expect to close in the fall. We have announced AOL Time Warner's management team
and organization, and, although you may think this merger is complicated, our
transition process is right on track.
And we are continuing to work together with Time Warner on a full range of
initiatives that forcefully underscore the tremendous shareholder value in AOL
Time Warner.
Let me update you on how well our previously announced initiatives with Time
Warner are doing. To highlight just a few:
** Our joint launch of Time Inc.'s new magazine, Real Simple, on AOL generated
35,000 subscriptions in just six hours.
** Atlantic Records' "mad season by matchbox twenty" hit the No. 1 spot on
Billboard's "Top Internet Album Sales" chart through a highly targeted promotion
across several AOL brands -- offering further proof of the popularity of music
online and indicating the potential for a digital downloading service.
In fact, our research recently showed that 85% of mass market consumers are
interested in downloading music online -- the same percentage, back in the early
1980s, that said they would be interested in our MTV concept.
** More than 60,000 CNN Headline News and Hollywood Minute streaming videos
were watched in their first week of availability on AOL Plus. Traffic from ICQ
tripled and there were nearly 300,000 click-throughs daily from Netscape 6.0.
** On the day that AOL broke the news that Chris Columbus will be directing
the Harry Potter movie, there were 35 million impressions in our Entertainment
channel.
** Since its launch on AOL's Kids Only Channel in February, traffic to the
Time for Kids Web site grew by over 1,400% to 1.1 million impressions.
** And page views of Fortune climbed 100% to 2.5 million in the first week of
its AOL Keyword promotion, and Fortune 500 on the AOL Welcome Screen generated a
three-fold increase in pageviews.
But the big news will be in strategic and transformational opportunities for AOL
Time Warner.
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Statements contained in the script excerpts above regarding the proposed
AOL/Time Warner merger are forward-looking statements within the meaning of the
Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
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 AOL/Time
Warner merger; failure of the Company's or Time Warner's stockholders to approve
the merger; costs related to the merger; fluctuating market prices that could
cause AOL Time Warner's stock value to be less than the current AOL or Time
Warner stock value; the difficulty the market may have in valuing the AOL Time
Warner business model; the risk that the Company and Time Warner businesses will
not be integrated successfully; and the failure of AOL Time Warner to realize
anticipated benefits of the AOL/Time Warner merger.
For a detailed discussion of these and other cautionary statements related to
the Company and to Time Warner Inc., please refer to the Company's and Time
Warner Inc.'s filings with the Securities and Exchange Commission, especially
(a) with respect to the Company, the "Forward-Looking Statements" section of the
Management's Discussion and Analysis in the Company's Form 10-K for the fiscal
year ended June 30, 1999 and in the Company's Form 10-Q for the quarter ended
March 31, 2000 and the Risk Factors section of the Company's S-3 filings that
became effective in November 1999 and May 2000, and (b) with respect to Time
Warner, the section entitled "Caution concerning Forward-Looking Statements" in
Time Warner's Form 10-Q for the quarter ended March 31, 2000.
In addition, we urge you to read the Joint Proxy Statement-Prospectus, which AOL
Time Warner has filed with the Securities and Exchange Commission as part of a
Registration Statement, because it contains important information. The Joint
Proxy Statement-Prospectus was sent on or about May 23, 2000 to stockholders of
Time Warner and America Online seeking their approval of the proposed AOL/Time
Warner merger. You may obtain a free copy of the Joint Proxy
Statement-Prospectus and other documents filed by AOL Time Warner (as well as by
America Online and Time Warner, including documents incorporated by reference
into the Joint Proxy Statement-Prospectus) with the Commission at the
Commission's web site at www.sec.gov. AOL stockholders can get a free copy of
the Joint Proxy Statement-Prospectus and the AOL documents incorporated therein
by reference by directing a request to America Online, Inc., 22000 AOL Way,
Dulles, VA 20166, Attention: Investor Relations, telephone: 1-888-809-6263,
e-mail: AOL [email protected]. Time Warner stockholders can get a free copy of the
Joint Proxy Statement-Prospectus and the Time Warner documents incorporated
therein by reference 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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