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
THIS FILING CONTAINS FOUR ITEMS THAT MAY BE DEEMED SOLICITING MATERIALS.
(1) [The following is a script to be used by America Online's proxy solicitor,
Corporate Investor Communications, Inc. to call shareholders of America Online,
Inc.:]
Hello, my name is ________. May I please speak to ____________. I am
calling on behalf of America Online, of which you are a shareholder.
1. Have you received your proxy material? Y, N
Yes: Go to question number 2.
No: You should have received the proxy materials already. Please contact your
Bank or Broker and have them re-send the materials to you. Thank you and have a
nice day. <END CALL>
2. Have you returned your proxy card? Y, N
Yes: Go to question number 3. No: Please be aware that your broker offers you
the ability to vote your shares over the phone by calling the toll free number
located on the bottom of your proxy form. If you have your voting instuction
form handy would you like for me to connect you to the voting hot line? Y, N
Yes: Would you like for me to stay on the line and guide you through the
process? Y, N Yes: <USE CONFERENCE FEATURE AND CONNECT SHAREHOLDER TO ADP VOTING
TOLL FREE NUMBER AND ASSIST SHAREHOLDER > <END CALL>
No: < USE TRANSFER FEATURE AND CONNECT SHAREHOLDER TO ADP VOTING TOLL FREE
NUMBER> <END CALL>
No: Would you please complete and return the proxy card as soon as possible.
Your vote as a shareholder is very important to us. Your Board of Directors
recommends a vote in favor of the merger proposal and appreciates your support.
Thank you and have a nice day. <END CALL>
3. May I ask if you are in support of the Merger proposal? Y, N, U, R
Yes: Thank you and have a nice day. <END CALL>
No or Unsure: That's fine. May I ask why? <CAPTURE COMMENTS>
Thank you for your time and have a nice day. <END CALL>
Refuse: That's fine. Thank you for your time and have a nice day. <END CALL>
Answering Machine:
Hello, my name is ________. I am calling on behalf of America Online. This is a
courtesy call to remind you to please vote and return your proxy as soon as
possible for the upcoming meeting of shareholders. Please be aware that you have
the ability to vote your shares over the phone by calling the toll free number
located on the bottom of your proxy form. Your Board of Directors recommends a
vote in favor of the proposals and appreciates your support. If you have any
questions, please call 1-800-547-3617. Thank you and have a nice day.
(2) [The following paid advertisement appears within a banner that may appear
from time to time on third-party programmed pages of the Personal Finance
Channel on the AOL service:]
Special Announcement for AOL Shareholders
AOL Shareholders
Click here to review special shareholder documents
and to
Cast Your Online Vote on this Historic Merger
Remember, Your Vote Really Counts
[Each paragraph above appears alone within a single banner, and each paragraph
rotates in order within the banner continually as long as the person views the
particular page. A logo of AOL's running man and Time Warner Entertainment
Company L.P.'s Bugs Bunny appears on the banner continuously. If an individual
clicks on the banner, he will go to a web page on the America Online, Inc.
corporate web site under the "Investors" area
(http://www.corp.aol.com/shareholder-broch.html). This web page (referred to
below as the "Proxy Materials Web Page"), in addition to navigational
information, contains the following text and hyperlinks:]
AOL Time Warner Merger Information
We urge you to read the Joint Proxy Statement-Prospectus because it contains
important information. The Joint Proxy Statement-Prospectus is available for
free from AOL and the SEC as described below.
AOL stockholders can get a free printed 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: [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].
1. Shareholder Brochure with Letter from Steve Case and Bob Pittman
[This hyperlink leads to an electronic version of a shareholder
brochure that AOL Time Warner Inc. previously filed with the SEC.]
2. Joint Proxy Statement-Prospectus (PDF file)
[This hyperlink leads to an electronic version of the Joint Proxy
Statement-Prospectus.]
This document is a PDF file. In order to open this document, users must
download Adobe Acrobat Reader on their computers, and open the document
within Adobe Acrobat Reader. If you do not have Adobe Acrobat Reader loaded
on your computer, click below for a free download.
[A button with the Adobe logo appears. Clicking the button takes you to a
page on the Adobe web site
(http://www.adobe.com/products/acrobat/readstep.html).] Download Adobe
Acrobat Reader. [The previous text is a hyperlink to a page on the Adobe
web site (http://www.adobe.com/products/acrobat/readstep.html).]
Ready to Vote?
Click Here [This is a hyperlink to ProxyVote.com
(http://www.proxyvote.com).]
In order to vote on the Internet, you will need the unique control number
printed on your proxy card or voting instructions that you received by
mail.
If you are unable to open the Joint Proxy Statement-Prospectus online, you
may call toll free to request a hard copy be sent to you. The toll free
number is 1-888-809-6263.
The Joint Proxy Statement-Prospectus is part of a registration statement
[the words "registration statement" are a hyperlink to a web page on the
SEC's web site with the registration statement that AOL Time Warner Inc.
filed with the SEC, of which the Joint Proxy Statement-Prospectus is a
part] that AOL Time Warner has filed with the SEC and is posted on the
SEC's Web site at www.sec.gov.
(3) [The following text may appear from time to time on the home page of the
America Online, Inc. corporate web site (http://www.corp.aol.com) and the home
page of the AOL.com web site (http://www.aol.com):]
"AOL Shareholders: Read Special Shareholder Material on the Proposed AOL/Time
Warner Merger & Cast Your Vote Online. Your Vote Really Counts!"
[The following excerpt from the above paragraph is a hyperlink to the
above-described Proxy Materials Web Page: "Read Special Shareholder Material."]
(4) [The following text appears within a "Week in Review" email sent to
employees of America Online:]
Messages from Richard Hanlon, Investor Relations:
Vote for the AOL Time Warner Merger.
. . . .
Vote for the AOL Time Warner Merger. Why your vote absolutely counts. Read the
Full Text. [The words "Full Text" are a hyperlink to the text of an email
previously sent to employees of America Online and posted in the Employee
Channel. This email, which was previously filed with the SEC, contains within
its text the following:]
We urge you to read the Joint Proxy Statement-Prospectus, which contains
important information. You may view online the Joint Proxy Statement-Prospectus
and a shareholder brochure describing the anticipated benefits of the merger by
going to: http://www.corp.aol.com/shareholder-broch.html. The Joint Proxy
Statement-Prospectus, which has been filed with the Securities and Exchange
Commission as part of a registration statement [the words "registration
statement" are a hyperlink to the Proxy Materials Web Page] and other documents
incorporated by reference into the Joint Proxy Statement-Prospectus are
available for free from the SEC at its Website at www.sec.gov. If you would
prefer to receive, also for free, a hard copy of these documents, please send an
e-mail to AOL's Investor Relations department at [email protected].
* * * * * * *
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].
* * * * * * *
