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 IS THE FORM OF AN EMAIL THAT IS BEING SENT TO EMPLOYEES OF AMERICA
ONLINE, INC. IN CONNECTION WITH AMERICA ONLINE'S SPECIAL MEETING OF STOCKHOLDERS
TO VOTE ON THE TIME WARNER MERGER.
Subject: Vote For AOL Time Warner Merger
Dear AOL Employees:
If you own AOL stock, you have received or will soon receive a copy of the
proxy materials covering our proposed merger with Time Warner. Not only do we
urge you to vote in favor of the merger, we urge you to do so promptly.
You should know that the merger requires approval by a majority of all
shares outstanding. In other words, this is an election where your vote
absolutely counts.
You will find information on how to vote on your proxy vote instruction
card. As an alternative to mailing the vote instruction card enclosed with your
proxy materials, we recommend that you vote your shares on the Internet or by
phone. Voting by Internet or phone will allow your vote to be recorded much more
quickly than voting by mail. If you own AOL stock through a broker, you can vote
via the Internet by going to ProxyVote.com (http://www.proxyvote.com), or via
phone by dialing 800-454-8683. You will need the unique control number printed
on the proxy card or voting instructions you receive by mail to vote by Internet
or phone.
In addition, if you vote your shares on the Internet, you will have the
option to receive all future shareholder documents from the Company (as well as
other companies whose stocks you hold in that brokerage firm) via e-mail instead
of postal mail. We encourage you to select this option, which will save you and
the Company time and money in future shareholder distributions.
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 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].
Thank you in advance for taking the time to vote in support of this merger.
Sincerely,
Richard Hanlon Vice President,
Investor Relations
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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 is being 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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