AOL TIME WARNER INC.
75 Rockefeller Plaza
New York, New York 10019
(212) 484-8000
May 27, 2003
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 90549
Re: AOL Time Warner Inc.
Application for Withdrawal of Registration Statement on Form S-3
File No. 333-103105
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended (the
"Securities Act"), AOL Time Warner Inc. (the "Company") hereby applies for the
withdrawal of its Registration Statement No. 333-103105 on Form S-3 with all
exhibits thereto (collectively the "Registration Statement").
The Registration Statement was originally filed with the Securities and Exchange
Commission on February 11, 2003, in connection with the possible resale of any
shares of the common stock, par value $.01 per share, of the Company issued to
LineInvest Limited as payment of the purchase price for preferred shares (the
"Preferred Shares") of AOL Europe S.a.r.l., a subsidiary of the Company ("AOL
Europe"), then held by LineInvest Limited, as more fully described in the
Registration Statement. The Registration Statement is being withdrawn because
the Company paid the entire purchase price for the Preferred Shares in cash and
did not issue any shares of common stock to LineInvest Limited. Therefore, no
shares of the Company's common stock will be sold under the Registration
Statement.
Please contact the undersigned (212-484-6576) or Peter S. Malloy (212-455-2000)
at Simpson Thacher & Bartlett if you have any questions regarding this request
for withdrawal.
Sincerely,
AOL TIME WARNER INC.
By: /s/ Brenda C. Karickhoff
--------------------------
Name: Brenda C. Karickhoff
Title: Vice President and Associate General Counsel
cc: Peter S. Malloy, Esq.