Management/ Aol Time Warner’S term paper 17866

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NEW YORK—America Online, Inc. (NYSE: AOL) and Time Warner Inc. (NYSE: TWX) announced today the management team and structure for AOL Time Warner’s finance organization, which will take effect upon completion of the merger of the two companies.

In making the announcement, J. Michael Kelly, currently AOL’s chief financial officer and senior vice president, who will become chief financial officer and executive vice president of AOL Time Warner, said: “We have assembled an extraordinarily talented group of finance executives from throughout AOL and Time Warner, drawing on the strengths of both companies. This is the first step in building the foundation for a world-class finance function. We have the right team, with the right combination of skills and experience, to support the financial and strategic goals of the company and to help us realize the tremendous potential of our merger.”

Gerald M. Levin, chairman and CEO of Time Warner, who will become CEO of AOL Time Warner, said: "Today's executive appointments will provide AOL Time Warner with an experienced, top-flight, hard-driving financial organization which can establish the operating metrics to support the growth opportunities that will help drive our continually accelerating performance."

The following executives were named to key finance positions at AOL Time Warner:

John LaBarca, senior vice president, financial operations. LaBarca’s responsibilities will include merger integration tracking, internal audit and purchasing. He is currently senior vice president, financial operations at Time Warner Inc. He joined Time Warner in 1993.

Frederick Yeager, senior vice president, finance. Yeager’s responsibilities will include advising corporate senior management on key financial issues and representing the CFO on other matters. Yeager is currently vice president, finance and development at Time Warner Inc. He joined Time Warner in 1995.

James Barge, vice president, controller. Barge will be responsible for corporate-wide reporting of internal and external financial results, accounting policy and procedures, corporate accounting as well as all SEC-related issues. He is currently vice president and controller at Time Warner Inc. He joined Time Warner in 1995.

Warren Christie, vice president, tax. Christie’s responsibilities will include tax planning and tax compliance. He is currently vice president, tax at Time Warner Inc. He joined Time Warner in 1982.

Landel Hobbs, vice president, financial analysis and operations support. Hobbs’s responsibilities will include budgets and financial and operational analysis of the results of the company’s business units. He is currently senior vice president, controller and chief accounting officer for Turner Broadcasting System, Inc. He joined Turner Broadcasting in 1993.

Melinda Mount, vice president, finance and acquisitions. Mount’s responsibilities will include financial strategies, business planning, mergers and acquisitions, and competitive analysis. She is currently vice president, corporate strategy and development at Time Warner Inc. She joined Time Warner in 1995.

Raymond Murphy, vice president, treasurer. Murphy’s responsibilities will include worldwide treasury activities, including capital markets, cash management, project finance, real estate and risk management. He is currently senior vice president and treasurer at America Online, Inc. He joined AOL in 1999.

Founded in 1985, America Online, Inc. (NYSE: AOL) is the world’s leader in interactive services, Web brands, Internet technologies and e-commerce services.

Time Warner Inc. (NYSE: TWX, www.timewarner.com) is the world’s leading media company. Its businesses include cable networks, publishing, music, filmed entertainment, cable and digital media.

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DULLES, VA and NEW YORK, NY -- America Online, Inc. [NYSE:AOL] and Time Warner Inc. [NYSE: TWX] released the following joint statement in response to today's decision by the European Commission to approve their merger:

"We are very pleased with today's approval of our merger by the European Commission, another important step forward in the approval process."

In addition to today's action by the EC, AOL and Time Warner received shareholder approval of their merger on June 23 and by last month had the necessary Time Warner Cable franchise approvals.

The companies' discussions with U.S. regulators are proceeding well and the companies are confident they will conclude successfully. AOL and Time Warner said they are on track to close their merger this fall

3. DULLES, VA and NEW YORK, NY -- America Online, Inc. (NYSE:AOL) and Time Warner Inc. (NYSE:TWX) today announced that their shareholders have voted to approve the proposed merger of the two companies at special shareholders meetings held respectively in Tysons Corner, Virginia, and New York City.

The merger received the necessary majority votes for approval with approximately 97% of the votes cast by America Online shareholders in favor of the merger, and approximately 99% of the Time Warner votes cast approving the transaction.

Steve Case, Chairman and Chief Executive Officer of America Online, said: "We thank both America Online and Time Warner shareholders for their support. Everyday since we announced this merger, we are seeing more and more potential for what America Online and Time Warner can achieve together for consumers worldwide. Our combined shareholders’ approval marks a major milestone in our progress to complete this historic merger."

Gerald M. Levin, Chairman and Chief Executive Officer of Time Warner, said: "We truly appreciate the tremendous support of our combined shareholders for AOL Time Warner. We are continuing to make great progress in our transition process and look forward to taking advantage of our expanding opportunities in the Internet, entertainment, and communications industries to the benefit of our customers, communities and shareholders."

As first announced on January 10, 2000, Time Warner and America Online stock will be converted to AOL Time Warner stock at fixed exchange ratios. The Time Warner common shareholders will receive 1.5 shares of AOL Time Warner common stock for each share of Time Warner common stock they own. America Online shareholders will receive one share of AOL Time Warner common stock for each share of America Online common stock they own. The merger will be effected on a tax-free basis to shareholders. The stock will be traded under the symbol AOL on the New York Stock Exchange.

Completion of the planned merger, which is subject to certain regulatory approvals, is expected in the fall.

About America Online, Inc.

Founded in 1985, America Online, Inc. is the world’s leader in interactive services, Web brands, Internet technologies and e-commerce services.

About Time Warner Inc.

Time Warner Inc. (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 America Online/Time Warner merger, including the benefits from the merger and expected timing of the closing, 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 obtain, or meet conditions imposed for, governmental approvals for the America Online/Time Warner merger; costs related to the merger; fluctuating market prices that could cause AOL Time Warner’s stock value to be less than the current America Online or Time Warner stock value; the difficulty the market may have in valuing the AOL Time Warner business model; the risk that the America Online and Time Warner businesses will not be integrated successfully; the failure of AOL Time Warner to realize anticipated benefits of the America Online/Time Warner merger; and other economic, business, competitive and/or regulatory factors affecting America Online’s and Time Warner’s businesses generally. More detailed information about these factors is set forth in filings by AOL Time Warner, America Online and Time Warner with the Securities and Exchange Commission. None of AOL Time Warner, America Online or Time Warner is under any obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise

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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 driversÐsubscription services, advertising and commerce, and content Ñ 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.

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