<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
Under the Securities Exchange Act of 1934
AMERICA ONLINE, INC.
(Name of Issuer)
Common Stock (par value $0.01 per share)
(Title of Class of Securities)
00002364J1
(CUSIP Number)
Don A. Jensen, Vice President and Secretary
Sprint Corporation
P.O. Box 11315
Kansas City, Missouri 64112
(913) 624-3326
(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 6, 1995
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ].
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 13D
CUSIP NO. 00002364J1
<S> <C> <C> <C>
1) Names of Reporting Persons Sprint
Communications
Company L.P.
S.S. or I.R.S. Identification
Nos. of Above Persons 43-1408007
2) Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [X]
3) SEC Use Only
4) Source of Funds OO
5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant to
Items 2(d) and 2(e)
6) Citizenship or Place of Organization Delaware
<CAPTION>
Number of shares beneficially owned by each
person with:
<S> <C> <C> <C>
7) Sole Voting Power
8) Shared Voting Power 1,800,000
9) Sole Dispositive Power
10) Shared Dispositive Power 1,800,000
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 1,800,000
12) Check Box if the Aggregate Amount
in Row (11) Excluded Certain Shares [ ]
13) Percent of Class Represented in
Row (11) 2.4%
14) Type of Reporting Person PN
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 13D
CUSIP NO. 00002364J1
<S> <C> <C> <C>
1) Names of Reporting Persons Sprint Corporation
S.S. or I.R.S. Identification Nos.
of Above Persons 48-0457967
2) Check the Appropriate Box if (a) [ ]
a Member of a Group (b) [X]
3) SEC Use Only
4) Source of Funds OO
5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) and 2(e)
6) Citizenship or Place of
Organization Kansas
<CAPTION>
Number of shares beneficially
owned by each person with:
<S> <C> <C> <C>
7) Sole Voting Power
8) Shared Voting Power 1,800,000
9) Sole Dispositive Power
10) Shared Dispositive Power 1,800,000
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 1,800,000
12) Check Box if the Aggregate
Amount in Row (11) Excluded
Certain Shares [ ]
13) Percent of Class Represented
in Row (11) 2.4%
14) Type of Reporting Person HC CO
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 13D
CUSIP NO. 00002364J1
<S> <C> <C> <C>
1) Names of Reporting Persons US Telecom, Inc.
S.S. or I.R.S. Identification
Nos. of Above Persons 48-0934012
2) Check the Appropriate Box if (a) [ ]
a Member of a Group (b) [X]
3) SEC Use Only
4) Source of Funds OO
5) Check Box if Disclosure of [ ]
Legal Proceedings is Required
Pursuant to Items 2(d) and 2(e)
6) Citizenship or Place of
Organization Kansas
<CAPTION>
Number of shares beneficially
owned by each person with:
<S> <C> <C> <C>
7) Sole Voting Power
8) Shared Voting Power 1,800,000
9) Sole Dispositive Power
10) Shared Dispositive Power 1,800,000
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 1,800,000
12) Check Box if the Aggregate Amount
in Row (11) Excluded Certain
Shares [ ]
13) Percent of Class Represented
in Row (11) 2.4%
14) Type of Reporting Person HC CO
</TABLE>
<PAGE>
This Amendment No. 3 (the "Amendment") amends the
Statement on Schedule 13D dated May 14, 1993 (the "Original
13D"), as amended on March 21, 1995 ("Amendment No. 1") and
as further amended on April 5, 1995 ("Amendment No. 2") (the
Original 13D, Amendment No. 1 and Amendment No. 2 are
collectively referred to herein as the "13D"), filed by
Sprint Communications Company L.P. ("Sprint L.P."), US
Telecom, Inc. ("US Telecom") and Sprint Corporation
("Sprint") with respect to the Common Stock (the "Common
Stock") of America Online, Inc. (the "Issuer"). Certain
capitalized terms used herein and not defined in this
Amendment have the meanings ascribed to them in the 13D.
Item 2. Identity and Background.
The revised lists of names, business addresses and
principal occupations of the directors and executive
officers of Sprint and US Telecom are set forth on Exhbit A
and are incorporated herein by reference. All of the
officers and directors are believed to be citizens of the
United States.
Each of Sprint, Sprint L.P. and US Telecom has executed
a Joint Filing Agreement consenting to the filing of this
Amendment. Such Joint Filing Agreement is filed as Exhibit
B to this Amendment and is incorporated herein by this
reference.
Item 4. Purpose of Transaction.
On November 6, 1995, the Issuer cancelled the original
Warrant, No. W-2, dated May 14, 1993 (the "Original
Warrant'), and issued a replacement warrant to Sprint L.P.,
also dated as of May 14, 1993 (the "New Warrant") A copy of
the New Warrant is attached hereto as Exhibit C and
incorporated herein by this reference. As did the Original
Warrant, the New Warrant gives Sprint L.P. the right to
purchase 450,000 shares of the Issuer's common stock at a
price of $31.25 per share. All of the other material terms
of the New Warrant are identical to the Original Warrant
except that the term has been extended. The term of the New
Warrant expires on the earlier of (a) March 31, 1999 and (b)
the occurrence of certain termination events set forth in
Section 8 of the New Warrant, such events relating to the
Master Agreement for Data Communications, dated May 14,
1993, between the Issuer and Sprint L.P.
Item 5. Interest in Securities of the Issuer.
As previously reported, on November 28, 1994, the
Issuer effected a 2-for-1 stock split (the "First Stock
Split"). The Issuer effected another 2-for-1 stock split
(together with the First Stock Split, the "Stock Splits") to
shareholders of record on November 29, 1995. As a result of
the Stock Splits, Section 2(a) of the New Warrant (i)
increasesd the number of shares of Common Stock subject to
purchase by Sprint L.P. from 450,000 to 1,800,000 and (ii)
decreased the purchase price per share of Common Stock from
$31.25 to $7.8125. No transaction was effected by the
Filers in connection with the Stock Splits.
The Filers' beneficial ownership of 1,800,000 shares of
the Common Stock represents 2.4% of the Issuer's Common
Stock calculated by (a) multiplying by 2 (to reflect the
November 29, 1995, stock split) the 37,554,840 shares of
Common Stock reported as outstanding by the Issuer in its
1995 Annual Report and (b) adding to that sum the 1,800,000
shares of Common Stock subject to purchase by Sprint L.P.
subject to the terms of the New Warrant.
Unless one or more of the Filers' beneficial ownership
of the Issuer's outstanding Common Stock again reaches more
than 5%, this Amendment constitutes the final amendment to
the Schedule 13D to be filed by the Filers with respect to
their ownership of the Common Stock.
Item 6. Contracts, Arrangements, Understandings, or
Relationships with respect to Securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
A. Responses to Items 2(a), (b) and (c) with respect to
the officers and directors of Sprint and US Telecom
B. Joint Filing Agreement among the Filers
C. Warrant, No. W-3, for the Purchase of Shares of Common
Stock, dated as of May 14, 1993, between the Issuer
and Sprint L.P.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: January 16, 1996
/s/ MICHAEL T. HYDE
Secretary
Sprint Communications Company
L.P.
Date: January 16, 1996
/s/ MICHAEL T. HYDE
Assistant Secretary
Sprint Corporation
Date: January 16, 1996
/s/ MICHAEL T. HYDE
Assistant Secretary
US Telecom, Inc.
<PAGE>
INDEX TO EXHIBITS
Document Page
A. Responces to Items 2(a), (b) and (c)
with respect to the officers
and directors of Sprint and US Telecom
B. Joint Filing Agreement among the Filers
C. Warrant, No. W-3, for the Purchase of
Shares of Common Stock, dated as of May
14, 1993, between the Issuer and
Sprint L.P.
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT A
DIRECTORS AND EXECUTIVE OFFICERS
OF
SPRINT CORPORATION
(a) (b) (c)
Name Address Principal
Business or
Occupation/Office
Held
DIRECTORS
<S> <C> <C>
DuBose Ausley Ausley, McMullen, Attorney
McGehee, et. al.
Washington Square
Building
P.O. Box 391
Tallahassee, FL 32302
Warren Batts Premark International, Chairman and CEO
Inc. of Premark
1717 Deerfield Road International,
Deerfield, IL 60015 Inc.
Ruth Davis The Pymatuning Group, Chairman and CEO
Inc. of the Pymatuning
Suite 570 Group, Inc.
4900 Seminary Road
Alexandria, VA 22311
William Esrey Sprint Corporation Chairman and CEO
2330 Shawnee Mission of Sprint
Pkwy Corporation
Westwood, KS 66205
Donald Hall Hallmark Cards, Inc. Chairman of
P.O. Box 419580 Hallmark Cards,
Kansas City, MO 64141 Inc.
Harold Hook American General Chairman and CEO
Corporation of American
P.O. Box 3247 General Corporation
Houston, TX 77253
Robert Huntley Hunton & Williams Attorney
Riverfront Plaza, East
Tower
17th Floor
951 East Byrd Street
Richmond, VA 23219
Ronald LeMay Sprint Chief Executive
Telecommunications Officer, Sprint
Venture Telecommunications
4717 Grand Venture
Kansas City, MO 64112
Linda Lorimer Office of the Secretary Secretary of the
Yale University University, Yale
P.O. Box 1303A Yale University
Station
New Haven, CT 06520
Charles Price II Suite 300 Chairman of the Board
One West Armour Blvd. of Mercantile Bank
Kansas City, MO 64111 of Kansas City
Frank Reed Philadelphia National President and
Bank CEO of
FC 1-1-2-2 Philadelphia
P.O. Box 7618 National Bank
Philadelphia, PA 19101
Charles Rice Barnett Banks, Inc. Chairman and CEO
P.O. Box 40789 of Barnett Banks
Jacksonville, FL 32203
Stewart Turley Jack Eckerd Corporation Chairman and CEO
P.O. Box 4689 of Jack Eckerd
Clearwater, Florida Corporation
34618
<CAPTION>
EXECUTIVE
OFFICERS
<S> <C> <C>
Gene Betts Sprint Corporation Senior Vice
2330 Shawnee Mission President,
Pkwy Sprint
Westwood, KS 66205 Corporation
J. Richard Devlin Sprint Corporation Executive Vice
2330 Shawnee Mission President--Law and
Pkwy External Affairs,
Westwood, KS 66205 Sprint Corporation
William Esrey Sprint Corporation Chairman and
2330 Shawnee Mission CEO, Sprint
Pkwy Corporation
Westwood, KS 66205
Gary Forsee Sprint Corporation President & Chief
2330 Shawnee Mission Operating Officer,
Pkwy Long Distance
Westwood, KS 66205 Division, Sprint
Corporation
Dennis Foster Sprint Corporation President--Cellular
2330 Shawnee Mission and Wireless
Pkwy Division, Sprint
Westwood, KS 66205 Corporation
John Hoffman Sprint Corporation Senior Vice
2330 Shawnee Mission President,
Pkwy Sprint Corporation
Westwood, KS 66205
Don Jensen Sprint Corporation Vice President and
2330 Shawnee Mission Secretary, Sprint
Pkwy Corporation
Westwood, KS 66205
Arthur Krause Sprint Corporation Executive Vice
2330 Shawnee Mission President--Chief
Pkwy Financial Officer,
Westwood, KS 66205 Sprint Corporation
Ronald LeMay Sprint Chief Executive
Telecommunications Officer, Sprint
Venture 4717 Grand Telecommunications
Kansas City, MO 64112 Venture
John Meyer Sprint Corporation Senior Vice President
2330 Shawnee Mission and Controller,
Pkwy Sprint Corporation
Westwood, KS 66205
D. Wayne Sprint Corporation President--Local
Peterson 2330 Shawnee Mission Telecommunications
Pkwy Division, Sprint
Westwood, KS 66205 Corporation
Theodore Schell Sprint Corporation Senior Vice
2330 Shawnee Mission President, Sprint
Pkwy Corporation
Westwood, KS 66205
Richard C. Sprint Corporation Senior Vice
Smith, Jr. 2330 Shawnee Mission President, Sprint
Pkwy Corporation
Westwood, KS 66205
M.Jeannine Sprint Corporation Senior Vice
Strandjord 2330 Shawnee Mission President and
Pkwy Treasurer, Sprint
Westwood, KS 66205 Corporation
I. Benjamin Sprint Corporation Senior Vice
Watson 2330 Shawnee Mission President,
Pkwy Sprint
Westwood, KS 66205 Corporation
<CAPTION>
EXHIBIT A
(cont'd)
DIRECTORS AND EXECUTIVE OFFICERS
OF
US TELECOM, INC.
(a) (b) (c)
Name Address Principal
Business or
Occupation/Office
Held
DIRECTORS
<S> <C> <C>
William Esrey Sprint Corporation Chairman and CEO,
2330 Shawnee Sprint Corporation
Mission Pkwy
Westwood, KS 66205
J. Richard Devlin Sprint Corporation Executive Vice
2330 Shawnee President--Law and
Mission Pkwy External Affairs,
Westwood, KS 66205 Sprint Corporation
Arthur Krause Sprint Corporation Executive Vice
2330 Shawnee President--Chief
Mission Pkwy Financial Officer,
Westwood, KS 66205 Sprint Corporation
<CAPTION>
EXECUTIVE OFFICERS
<S> <C> <C>
William T. Esrey Sprint Corporation Chairman and CEO,
2330 Shawnee Sprint Corporation;
Mission Pkwy President, US
Westwood, KS 66205 Telecom, Inc.
Arthur Krause Sprint Corporation Executive Vice
2330 Shawnee President--Chief
Mission Pkwy Financial Officer,
Westwood, KS 66205 Sprint Corporation;
Executive Vice
President, CEO, and
Treasurer, US
Telecom, Inc.
Gene M. Betts Sprint Corporation Senior Vice
2330 Shawnee President, Sprint
Mission Pkwy Corporation; Vice
Westwood, KS 66205 President, US
Telecom, Inc.
John P. Meyer Sprint Corporation Senior Vice
2330 Shawnee President and
Mission Pkwy Controller, Sprint
Westwood, KS 66205 Corporation; Vice
President and
Controller, US
Telecom, Inc.
Don A. Jensen Sprint Corporation Vice President and
2330 Shawnee Secretary, Sprint
Mission Pkwy Corporation; Vice
Westwood, KS 66205 President and
Secretary, US
Telecom, Inc.
M. Jeannine Sprint Corporation Senior Vice
Strandjord 2330 Shawnee President and
Mission Pkwy Treasurer, Sprint
Westwood, KS 66205 Corporation; Vice
President and
Assistant
Treasurer, US
Telecom, Inc.
</TABLE>
<PAGE>
EXHIBIT B
JOINT FILING AGREEMENT
DATED JANUARY 16, 1996,
AMONG SPRINT CORPORATION,
US TELECOM, INC., AND
SPRINT COMMUNICATIONS COMPANY L.P.
JOINT FILING AGREEMENT
The undersigned (each, a "Filer" and collectively, the
"Filers") for purposes of filing an amendment to a statement
on Schedule 13D pursuant to Securities and Exchange
Commission Rule 13d-1(f)(i) each hereby agree:
(a) each Filer is individually responsible for the
timely filing of any further amendments to the Schedule 13D,
and for the completeness and accuracy of the information
concerning themselves, but is not responsible for the
completeness and accuracy of any of the information
contained in the Schedule 13D as to any other Filer, unless
such Filer knows or has reason to believe that the
information is inaccurate;
(b) this Schedule 13D contains the required information
with regard to each Filer and indicates that it is filed on
behalf of all Filers;
(c) each Filer agrees that the Schedule 13D, as
amended, to which this Joint Filing Agreement is attached as
Exhibit A is filed on its behalf; and
(d) this Joint Filing Agreement may be executed in
counterparts.
Dated: January 16, 1996
SPRINT CORPORATION
By: /s/ MICHAEL T. HYDE
Michael T. Hyde
Assistant Secretary
US TELECOM, INC.
By: /s/ MICHAEL T. HYDE
Michael T. Hyde
Assistant Secretary
SPRINT COMMUNICATIONS COMPANY
L.P.
By: /s/ MICHAEL T. HYDE
Michael T. Hyde
Secretary
<PAGE>
EXHIBIT C
EXCEPT AS PROVIDED IN SECTION 9(b) HEREOF, THIS WARRANT MAY
NOT BE TRANSFERRED. THE SHARES OF COMMON STOCK ISSUED OR
ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE
RESTRICTIONS ON TRANSFER SET FORTH IN SECTIONS 4 AND 10 OF
THIS WARRANT.
AMERICA ONLINE, INC.
For the purchase of
No. W-3 450,000 shares of
Common Stock
WARRANT FOR THE PURCHASE OF
SHARES OF COMMON STOCK
OF
AMERICA ONLINE, INC.
(A Delaware Corporation)
VOID AFTER 5:00 P.M., EASTERN STANDARD TIME,
ON MARCH 31, 1999
America Online, Inc., a Delaware corporation (the "Company")
hereby certifies that Sprint Communications Company L.P., a
Delaware limited partnership (together with its permitted
assigns, the "Registered Holder"), is entitled, subject to
the terms set forth below, to purchase from the Company, at
any time or from time to time on or after May 14, 1993 and
on or before the earlier of March 31, 1999, at not later
than 5:00 p.m. (Eastern Standard Time) and the termination
of this Warrant as provided in Section 8 below, 450,000
shares of Common Stock, $.0l par value, of the Company
("Common Stock"), at a purchase price of $31.25 per share.
The number of shares purchasable upon exercise of this
Warrant, and the purchase price per share, each as adjusted
from time to time pursuant to the provisions of this
Warrant, are hereinafter referred to as the "Warrant Stock"
and the "Purchase Price", respectively.
1. Exercise.
(a) This Warrant may be exercised by the Registered Holder,
in whole or in part, by surrendering this Warrant, with the
purchase form appended hereto as Exhibit I duly executed by
such Registered Holder, at the principal office of the
Company, or at such other office or agency as the Company
may designate, accompanied by payment in full, by bank or
certified check in lawful money of the United States, of the
Purchase Price payable in respect of the number of shares of
Warrant Stock purchased upon such exercise.
(b) Each exercise of this Warrant shall be deemed to have
been effected immediately prior to the close of business on
the day on which this Warrant shall have been surrendered to
the Company as provided in subsection 1(a) above. At such
time, the person or persons in whose name or names any
certificates for Warrant Stock shall be issuable upon such
exercise as provided in subsection 1(c) below shall be
deemed to have become the holder or holders of record of the
Warrant Stock represented by such certificates.
(c) As soon as practicable after the exercise of this
Warrant in full or in part, and in any event within ten (10)
days thereafter, the Company at its expense will cause to be
issued in the name of, and delivered to, the Registered
Holder, or, subject to the terms and conditions hereof, as
the Registered Holder (upon payment by the Registered Holder
of any applicable transfer taxes) may direct:
(i)a certificate or certificates for the number of full
shares of Warrant Stock to which such Registered Holder
shall be entitled upon such exercise plus, in lieu of any
fractional share to which such Registered Holder would
otherwise be entitled, cash in an amount determined
pursuant to Section 3 hereof, and
(ii)in case such exercise is in part only, a new warrant or
warrants (dated the date hereof) of like tenor, calling
in the aggregate on the face or faces thereof for the
number of shares of Warrant Stock equal (without giving
effect to any adjustment therein) to the number of such
shares called for on the face of this Warrant minus the
number of such shares purchased by the Registered Holder
upon such exercise as provided in subsection 1(a) above.
2. Adjustments.
(a) If the outstanding shares of the Company's Common Stock
shall be subdivided into a greater number of shares or a
dividend in Common Stock shall be paid in respect of Common
Stock, the Purchase Price in effect immediately prior to
such subdivision or at the record date of such dividend
shall simultaneously with the effectiveness of such
subdivision or immediately after the record date of such
dividend be proportionately reduced. If the outstanding
shares of Common Stock shall be combined into a smaller
number of shares, the Purchase Price in effect immediately
prior to such combination shall, simultaneously with the
effectiveness of such combination, be proportionately
increased. When any adjustment is required to be made in
the Purchase Price, the number of shares of Warrant Stock
purchasable upon the exercise of this Warrant shall be
changed to the number determined by dividing (i) an amount
equal to the number of shares issuable upon the exercise of
this Warrant immediately prior to such adjustment,
multiplied by the Purchase Price in effect immediately prior
to such adjustment, by (ii) the Purchase Price in effect
immediately after such adjustment.
(b) If there shall occur any capital reorganization or
reclassification of the Company's Common Stock (other than a
change in par value or a subdivision or combination as
provided for in subsection 2(a) above), or any consolidation
or merger of the Company with or into another corporation,
or a transfer of all or substantially all of the assets of
the Company, or the payment of a liquidating distribution
then, as part of any such reorganization, reclassification,
consolidation, merger, sale or liquidating distribution,
lawful provision shall be made so that the Registered Holder
of this Warrant shall have the right thereafter to receive
upon the exercise hereof (to the extent, if any, still
exercisable) the kind and amount of shares of stock or other
securities or property which such Registered Holder would
have been entitled to receive if, immediately prior to any
such reorganization, reclassification, consolidation,
merger, sale or liquidating distribution, as the case may
be, such Registered Holder had held the number of shares of
Common Stock which were then purchasable upon the exercise
of this Warrant. In any such case, appropriate adjustment
(as reasonably determined by the Board of Directors of the
Company) shall be made in the application of the provisions
set forth herein with respect to the rights and interests
thereafter of the Registered Holder of this Warrant such
that the provisions set forth in this Section 2 (including
provisions with respect to adjustment of the Purchase Price)
shall thereafter be applicable, as nearly as is reasonably
practicable, in relation to any shares of stock or other
securities or property thereafter deliverable upon the
exercise of this Warrant.
(c) In any case in which this Section 2 shall require that
any adjustment in the number of shares of Warrant Stock or
other property for which this Warrant may be exercised be
made effective as of a record date for a specified event,
the Company may elect to defer until the occurrence of such
event issuing to the Registered Holder the amount of Warrant
Stock and other property, if any, issuable upon exercise of
this Warrant after such record date that is over and above
the Warrant Stock and other property, if any, issuable upon
exercise of this Warrant as in effect prior to such
adjustment; provided that upon request the Company shall
deliver to the Registered Holder a due bill or other
appropriate instrument evidencing the Registered Holder's
right to receive such additional shares or property upon the
occurrence of the event requiring such adjustment.
(d) When any adjustment is required to be made in the
Purchase Price, the Company shall promptly mail to the
Registered Holder a certificate setting forth the Purchase
Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment. Such
certificate shall also set forth the kind and amount of
stock or other securities or property for which this Warrant
shall be exercisable following the occurrence of any of the
events specified in subsection 2(a) or 2(b) above.
3. Fractional Shares.
The Company shall not be required upon the exercise of this
Warrant to issue any fractional shares, but shall make an
adjustment therefor in cash on the basis of the mean between
the low bid and high asked prices of the Warrant Stock on
the over-the-counter market as reported by the National
Association of Securities Dealers Automated Quotations
("NASDAQ") System or the closing market price of the Warrant
Stock on a national securities exchange on the trading day
immediately prior to the date of exercise, whichever is
applicable, or if neither is applicable, then on the basis
of the then market value of the Warrant Stock as shall be
reasonably determined by the Board of Directors of the
Company.
4. Limitation on Sales; Registration.
(a) The Registered Holder, and each subsequent holder of
this Warrant, if any, acknowledges that this Warrant and the
Warrant Stock have not been registered under the Securities
Act of 1933, as now in force or hereafter amended, or any
successor legislation (the "Act"), and agrees not to sell,
pledge, distribute, offer for sale, transfer or otherwise
dispose of this Warrant or any Warrant Stock issued upon its
exercise in the absence of (i) an effective registration
statement under the Act as to this Warrant or such Warrant
Stock and registration or qualification of this Warrant or
such Warrant Stock under any applicable Blue Sky or state
securities law then in effect, or (ii) an opinion of
counsel, satisfactory to the Company and the Registered
Holder, that such registration and qualification are not
required. Without limiting the generality of the foregoing,
unless the offering and sale of the Warrant Stock to be
issued upon the particular exercise of this Warrant shall
have been effectively registered under the Act, the Company
shall be under no obligation to issue the shares covered by
such exercise unless and until the Registered Holder shall
have executed an investment letter in form and substance
satisfactory to the Company, including a warranty at the
time of such exercise that it is acquiring such shares for
its own account, for investment and not with a view to, or
for sale in connection with, the distribution of any such
shares, in which event the Registered Holder shall be bound
by the provisions of a legend to such effect on the
certificate(s) representing the Warrant Stock. In
addition, without limiting the generality of the foregoing,
the Company may delay issuance of the Warrant Stock until
completion of any action or obtaining of any consent, which
the Company deems necessary under any applicable law
(including without limitation state securities or "blue sky"
laws).
(b) Upon the exercise of this Warrant in full, if the
Company is then eligible to register Common Stock under the
Act on Form S-3 the Company shall, as soon as practicable
thereafter but in no event later than 45 days following such
exercise, file a registration statement on Form S-3 covering
the Warrant Stock issuable upon such exercise (a "Sprint
Registration Statement") and, after such filing, the Company
shall use reasonable efforts to cause such Sprint
Registration Statement to become effective and to maintain
the effectiveness thereof for a period of one (1) year, or
until such earlier date as such Warrant Stock may be
transferred without registration under the Act; provided
that (i) the effectiveness of the Sprint Registration
Statement may be terminated earlier if and to the extent
that all of the Warrant Stock shall have been disposed of by
the holder or holders thereof and (ii) the Company's
obligation under this Section 4(b) to file a Sprint
Registration Statement as soon as practicable and to use
reasonable efforts to cause such Sprint Registration
Statement to become effective shall be suspended in the
event and during such period as certain circumstances exist
(such circumstances being hereinafter referred to as a
"Suspension Event") which would make it impractical or
inadvisable in the Company's good faith opinion to file a
Sprint Registration Statement, but such suspension shall
only continue until (y) such event is no longer continuing
or (z) ninety (90) days after the commencement of such
suspension, whichever is earlier. A Suspension Event shall
include, but shall not be limited to, (1) an underwritten
primary offering by the Company if the Company is advised in
writing by the managing underwriter of such underwritten
offering that, in its good faith judgment, the sale of
securities under a Sprint Registration Statement would
interfere with the successful marketing of the securities to
be offered under such primary offering; (2) pending
negotiations relating to, or existence of any other event,
fact or circumstance which would require disclosure by the
Company in the Sprint Registration Statement of information
regarding the Company or its business, business plans,
financial condition or results of operations which has not
previously been disclosed by the Company in a report filed
under the Securities Exchange Act of 1934, as amended, or by
public announcement; or (3) if the holder or holders of
Warrant Stock on whose behalf the Sprint Registration
Statement is being prepared fails to cooperate with the
Company and to furnish to the Company all information in
connection with the preparation of the Sprint Registration
Statement as the Company may reasonably request.
(c) All fees and expenses incurred by the Company in
connection with the performance of its obligation to
register the Warrant Stock pursuant to subsection 4(b) shall
be borne by the Company; provided that, in the event of any
underwritten offering of such Warrant Stock, all
underwriting discounts and selling commissions, if any, fees
and expenses of the holder or holders thereof or of its or
their counsel, and transfer taxes applicable to the sale of
such Warrant Stock, shall be borne by such holder or
holders.
(d) The Company shall provide timely notice to NASDAQ of
its intent to issue Warrant Stock to the Registered Holder
upon the exercise of this Warrant, and shall comply in full
with any and all requirements of NASDAQ's National Market
System applicable to the issuance, listing and trading of
such shares of Warrant Stock subsequent to such issuance.
(e) The Registered Holder agrees, and each other holder of
Warrant Stock agrees, if requested by the Company or the
representative of the underwriters underwriting an offering
of Common Stock (or other securities of the Company) from
time to time, not to sell or otherwise transfer or dispose
of any Warrant Stock then held by the Registered Holder or
such other holder during such period of time following the
effective date of any registration statement of the Company
(other than the Sprint Registration Statement) filed under
the Act for the period of time with respect to which a
majority of the executive officers of the Company agree not
to sell shares of Common Stock (or other securities of the
Company). Such agreement shall be in writing in a form
satisfactory to the Company and such representative. The
Company may impose stop-transfer instructions with respect
to the Warrant Stock subject to the foregoing restriction
until the end of such period.
5. Notices of Record Date. etc.
In the event that:
(a)the Company shall set a record date for the purpose of
entitling or enabling the holders of its Common Stock (or
other stock or securities at the time deliverable upon
the exercise of this Warrant) to receive any dividend or
other distribution (other than a dividend payable solely
in Common Stock or out of funds legally available
therefor), or to receive any right to subscribe for or
purchase any shares of stock of any class or any other
securities, or to receive any other right, or
(b)there shall occur any capital reorganization of the
Company, any reclassification of the capital stock of the
Company, any consolidation or merger of the Company with
or into another corporation (other than a consolidation
or merger in which the Company is the surviving entity),
or any transfer of all or substantially all of the assets
of the Company, or
(c)there shall occur any voluntary or involuntary
dissolution, liquidation or winding-up of the Company,
then, and in each such case, the Company will mail or cause
to be mailed to the Registered Holder a notice specifying,
as the case may be, (i) the record date for the purpose of
such dividend, distribution or right, and stating the amount
and character of such dividend, distribution or right, (ii)
the effective date of such reorganization, reclassification,
consolidation, merger or transfer or (iii) the date of such
dissolution, liquidation or winding-up is to take place, and
also specifying, if applicable, the date and time as of
which the holders of record of Common Stock (or such other
stock or securities at the time deliverable upon the
exercise of this Warrant) shall be entitled to exchange
their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable
upon such reorganization, reclassification, consolidation,
merger, transfer, dissolution, liquidation or winding-up.
Such notice shall be mailed at least ten (10) days prior to
the record date or effective date for the event specified in
such notice, provided that the failure to so mail such
notice shall not affect the legality or validity of any such
action.
6. Reservation of Stock.
The Company will at all times reserve and keep available,
solely for issuance and delivery upon the exercise of this
Warrant, such shares of Warrant Stock and other stock,
securities and property, as from time to time shall be
issuable upon the exercise of this Warrant.
7. Replacement of Warrants.
Upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction)
upon delivery of an indemnity agreement (with surety if
reasonably required) in an amount reasonably satisfactory to
the Company, or (in the case of mutilation) upon surrender
and cancellation of this Warrant, the Company will issue, in
lieu thereof, a new Warrant of like tenor.
8. Termination In Certain Events.
(a) This Warrant shall automatically terminate and be null
and void upon the termination of the Master Agreement for
Data Communications (the "Sprint Contract") dated May 14,
1993, as amended or extended from time to time, between the
Company and the Registered Holder. However, the breach of
the Sprint Contract by the Company shall not entitle the
Company to terminate this Warrant except if such Company
breach occurs as a result of the Company's failure to
achieve the percentage parameters outlined in Section 6a of
the Sprint Contract.
(b) This Warrant shall automatically terminate and be null
and void in the event that the pricing terms contained in
Section 4a or 4b of the Sprint Contract shall no longer be
in effect. However, the breach of the Sprint Contract by
the Company shall not entitle the Company to terminate this
Warrant except if such Company breach occurs as a result of
the Company's failure to achieve the percentage parameters
outlined in Section 6a of the Sprint Contract.
(c) This Warrant shall automatically terminate and be null
and void in the event that the Registered Holder shall fail
to provide the Company with the applicable Grade of Service
level as specified in Section 8e of the Sprint Contract and
shall fail to restore such Grade of Services within thirty
(30) days after receipt of a notice of deficiency from the
Company as provided in Section 6f of the Sprint Contract.
9. Transfers. etc.
(a) The Company will maintain a register containing the
names and addresses of the Registered Holders of this
Warrant. The Registered Holder may change its, his or her
address as shown on the warrant register by written notice
to the Company requesting such change.
(b) This Warrant shall not be transferable by the
Registered Holder and shall be exercisable only by the
Registered Holder; provided that this Warrant may be
transferred to, and may be exercisable by, any company that
directly, or indirectly through one or more intermediaries,
is controlled by, or is under common control with, the
Registered Holder. Subject to the foregoing, this Warrant
shall not be assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise) and shall not be
subject to execution, attachment or similar process without
the prior written consent of the Company. Any attempted
transfer, assignment, pledge, hypothecation or other
disposition of this Warrant or of any rights granted
hereunder contrary to the provisions of this Section 9, or
the levy of any attachment or similar process upon this
Warrant or such rights, shall be null and void.
(c) Until any transfer of this Warrant is made in the
warrant register, the Company may treat the Registered
Holder of this Warrant as the absolute owner hereof for all
purposes; provided, however, that if and when this Warrant
is properly assigned in blank, the Company may (but shall
not be obligated to) treat the bearer hereof as the absolute
owner hereof for all purposes, notwithstanding any notice to
the contrary.
10. Right of First Refusal.
(a) Voluntary Transfers of Warrant Stock.
If at any time after exercise of this Warrant, the
Registered Holder or any other holder of Warrant Stock
intends to sell, assign, transfer or otherwise voluntary
dispose in a single or series of related transactions of all
or part of the Warrant Stock which constitutes one percent
(1%) or more of the Company's then outstanding shares of
Common Stock, the Registered Holder or such other holder
shall give written notice of such intention to the Company,
which notice shall include either (i) the name of the
proposed transferee, the proposed aggregate purchase price
for the Warrant Stock, the terms of payment of such purchase
price and all other matters relating to such sale and shall
be accompanied by a copy of the binding written agreement of
the proposed transferee to purchase the Warrant Stock or
(ii) a statement that such shares will be sold by the
Registered Holder or such other holder in a block
transaction negotiated by a broker-dealer registered with
the Securities and Exchange Commission. Such notice shall
constitute a binding offer by the Registered Holder or such
other holder to sell to the Company such number of shares of
Warrant Stock then held by the Registered Holder or such
other holder as are proposed to be sold in the notice at
either (A) the lesser of the monetary aggregate purchase
price designated in a notice pursuant to clause (i) or at
the then Fair Market Value (as defined below) of such shares
or (B) with respect to shares of Warrant Stock to be sold in
a block transaction, the Fair Market Value, in either case,
payable as provided in subsection 10(b). Within twenty
(20) days after receipt of written notice, the Company
shall give written notice to the Registered Holder or such
other holder of Warrant Stock as to whether such offer has
been accepted by the Company. The Company may only accept
such offer in whole and may not accept such offer in part.
Such acceptance notice shall fix a time, location and date
for the closing of such purchase which shall not be less
than seven (7) nor more than thirty (30) days after the
giving of the acceptance notice. The place for such
closing shall be at the principal office of the Company or
such other location agreed to by the parties. At such
closing, the Registered Holder or such other holder of
Warrant Stock shall accept payment as set forth in
subsection 10(b) and shall deliver to the Company in
exchange therefor certificates for the Warrant Stock stated
in the notice accompanied by duly executed instruments of
transfer.
If the Company shall fail to accept any such offer, then the
Registered Holder or such other holder of Warrant Stock
shall be free to sell all, but not less than all, of the
shares of Warrant Stock set forth in the relevant notice to
the designated transferee at a price and on terms no less
favorable to the Registered Holder or such other holder than
described in the notice of Registered Holder or such other
holders or in market transactions, provided that such sale
is consummated within sixty (60) days after the giving of
notice by the Registered Holder or such other holder to the
Company as aforesaid. After the expiration of such sixty-
day period, the provisions of this Section 10 shall again
apply with respect to any proposed transfer of Warrant Stock
by the Registered Holder or such other holder of Warrant
Stock.
For purposes of this Section 10, the "Fair Market Value" of
a share of Warrant Stock shall mean the average of the
closing prices per share of Common Stock for the ten (10)
consecutive trading days immediately preceding the date
notice is given by the Registered Holder or such other
holder of Warrant Stock to the Company.
The purchase price of any Warrant Stock to be acquired
pursuant to this Section 10 shall be payable on the terms
offered to the Registered Holder or such other holder by the
proposed transferee, if any (provided, however, that the
Company shall not be required to meet any non-monetary terms
of the proposed transfer, including, without limitation,
delivery of other securities in exchange for the Warrant
Stock proposed to be sold) or by payment in full by bank
check at the time of delivery of the underlying Shares.
(b) Tender.
In the event of the purchase pursuant to subsection (a), the
Registered Holder or other holder of Warrant Stock shall
tender the shares of Warrant Stock being purchased hereunder
to the Company, or to one or more assignees designated by
the Company, at the principal office of the Company at a
reasonable date and time specified by it (in any event
within thirty (30) days of the Company's election), by
delivery of certificates representing such shares endorsed
in blank and in proper form for transfer against payment of
the purchase price.
(c) Waiver.
Disposition of Warrant Stock. From time to time the Company
may waive its rights hereunder either generally or with
respect to one or more specified transfers. Any shares of
Warrant Stock which the Company has elected to purchase
hereunder may be disposed of by the Company in such manner
as it deems appropriate, with or without further
restrictions on the transfer thereof.
(d) Legend.
The Company will cause all certificates or other instruments
representing the Warrant Stock to be endorsed conspicuously
on the face thereof with the following legend:
"The shares represented by this certificate are
subject to the restrictions on transfer and
disposition contained in the Warrant upon the
exercise of which such shares were issued, a copy of
which Warrant is available for inspection at the
offices of the Corporation or may be available upon
request."
11. Mailing of Notices, etc.
All notices and other communications from the Company to the
Registered Holder of this Warrant shall be mailed by first-
class certified or registered mail, postage prepaid, to the
address furnished to the Company in writing by the last
Registered Holder of this Warrant who shall have furnished
an address to the Company in writing. All notices and other
communications from the Registered Holder of this Warrant or
in connection herewith to the Company shall be mailed by
first-class certified or registered mail, postage prepaid,
to the Company at its offices at 8619 Westwood Center Drive,
Vienna, VA 22182, or such other address as the Company shall
so notify the Registered Holder.
12. No Rights as Stockholder.
Until the exercise of this Warrant, the Registered Holder of
this Warrant shall not have or exercise any rights by virtue
hereof as a stockholder of the Company.
13. Change or Waiver.
Any term of this Warrant may be changed or waived only by an
instrument in writing signed by the party against which
enforcement of the change or waiver is sought.
14. Headings.
The headings in this Warrant are for purposes of reference
only and shall not limit or otherwise affect the meaning of
any provision of this Warrant.
15. Governing Law.
This Warrant will be governed by and construed in accordance
with the laws of the State of Delaware.
America Online, Inc.
By: /s/ LENNERT LEADER
Dated: 5/14/93 Name: Lennert Leader
Title: Chief Financial
Officer
<PAGE>
EXHIBIT I
PURCHASE FORM
To: America Online, Inc.
8619 Westwood Center Drive
Vienna, VA 22182
The undersigned pursuant to the provisions set forth in the
attached Warrant (No. 3), hereby irrevocably elects to
purchase _________ shares of the Common Stock (the "Common
Stock") covered by such Warrant and herewith makes payment
of $_____, representing the full purchase price for such
shares at the price per share provided for in such Warrant.
The undersigned understands and acknowledges the terms and
restrictions on the right to transfer or dispose of the
Common Stock set forth in Sections 4 and 10 of the attached
Warrant, which the undersigned has carefully reviewed. The
undersigned consents to the placing of a legend on its
certificate for the Common Stock referring to such
restrictions and the placing of stop transfer orders until
the Common Stock may be transferred in accordance with the
terms of such restrictions.
Sprint Communications
Company, L.P.
By:
Name:
Title:
Dated:
