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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. __)*
AMERICA ONLINE LATIN AMERICA, INC.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
02365B100
(CUSIP Number)
Joan Burton Jensen, Esq.
Finser Corporation
550 Biltmore Way
Coral Gables, FL 33134
Telephone: (305) 442-3452
Copy to:
Guilford W. Gaylord, Esq.
Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, NY 10005
Telephone: (212) 530-5000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 11, 2000
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) of 13(d)-1(g),
check the following box |_|.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP NO. 02365B100 13D Page 2 of 16 Pages
----------------------- ------------------
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Riverview Media Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) /_/
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3 SEC USE ONLY
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4 SOURCE
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 20(e) /_/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7 SOLE VOTING POWER
101,803,960 (See Item 5 below)
NUMBER OF
SHARES -------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING -------------------------------------------------
PERSON
WITH 9 SOLE DISPOSITIVE POWER
101,298,406 (See Item 5 below)
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,803,960 (See Item 5 below)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES 122,740,834 (See Item 2(a) below) /X/
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.2%(1) (See Item 5 below)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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(1) Based on the number of shares of Class A Common Stock outstanding on August
7, 2000, as represented by America Online Latin America, Inc. in Amendment No.
13 to Form S-1 Registration Statement (File No. 333-95051), filed with the
Securities and Exchange Commission on August 7, 2000. The percent of Class A
Common Stock represented by the amounts in rows 11 and 12, as calculated in
accordance with Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as
amended, is 81.0%.
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CUSIP NO. 02365B100 13D Page 3 of 16 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Gustavo A. Cisneros
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) /_/
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3 SEC USE ONLY
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4 SOURCE
OO (See Item 3 below)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 20(e) /_/
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Venezuela
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7 SOLE VOTING POWER
60,000 (See Item 5 below)
NUMBER OF
SHARES -------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 101,803,960 (See Item 5 below)
EACH -------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 60,000 (See Item 5 below)
WITH -------------------------------------------------
10 SHARED DISPOSITIVE POWER
101,298,406 (See Item 5 below)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,863,960 (See Item 5 below)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES 122,740,834 (See Item 2(a) below) /X/
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.2%(2) (See Item 5 below)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
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--------
(2) Based on the number of shares of Class A Common Stock outstanding on August
7, 2000, as represented by America Online Latin America, Inc. in Amendment No.
13 to Form S-1 Registration Statement (File No. 333-95051), filed with the
Securities and Exchange Commission on August 7, 2000. The percent of Class A
Common Stock represented by the amounts in rows 11 and 12, as calculated in
accordance with Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as
amended, is 81.0%.
3
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CUSIP NO. 02365B100 13D Page 4 of 16 Pages
----------------------- ------------------
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Ricardo J. Cisneros
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) /_/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE
OO (See Item 3 below)
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 20(e) /_/
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Venezuela
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
60,000 (See Item 5 below)
NUMBER OF
SHARES -------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 101,803,960 (See Item 5 below)
REPORTING -------------------------------------------------
PERSON
WITH 9 SOLE DISPOSITIVE POWER
60,000 (See Item 5 below)
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
101,298,406 (See Item 5 below)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,863,960 (See Item 5 below)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES 122,740,834 (See Item 2(a) below) /X/
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.2%(3) (See Item 5 below)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
--------
(3) Based on the number of shares of Class A Common Stock outstanding on August
7, 2000, as represented by America Online Latin America, Inc. in Amendment No.
13 to Form S-1 Registration Statement (File No. 333-95051), filed with the
Securities and Exchange Commission on August 7, 2000. The percent of Class A
Common Stock represented by the amounts in rows 11 and 12, as calculated in
accordance with Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as
amended, is 81.0%.
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Schedule 13D") relates to the
shares of Class A Common Stock, par value $0.01 per share ("Class A Common
Stock"), of America Online Latin America, Inc., a Delaware corporation
("AOL-LA"). The address of the principal executive office of AOL-LA is 6600 N.
Andrews Avenue, Suite 500, Fort Lauderdale, Florida 33309.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is filed by Riverview Media Corp. ("Riverview"),
Gustavo A. Cisneros ("GAC") and Ricardo J. Cisneros ("RJC", and together with
GAC and Riverview, the "Reporting Persons"), each individually and as a member
of a "group" (as such term is defined pursuant to Regulation 13D under the
Securities Exchange Act of 1934, as amended), which has been deemed to have been
formed by the Reporting Persons and America Online, Inc., a Delaware corporation
("AOL"). As of the date hereof, AOL beneficially owns (i) 4,000,000 shares of
Class A Common Stock, (ii) 101,858,334 shares of AOL-LA's Series B Redeemable
Convertible Preferred Stock, par value $0.01 per share ("Series B Preferred
Stock"), which represents all of such stock outstanding, (iii) warrants to
purchase 16,642,500 shares of AOL-LA stock in any combination of Series B
Preferred Stock, Class A Common Stock or Class B Common Stock, par value $0.01
per share ("Class B Common Stock"), and (iv) currently exercisable options to
purchase 240,000 shares of Class A Common Stock. Series B Preferred Stock is
convertible into Class B Common Stock at any time on a one share for one share
basis, which such Class B Common Stock is convertible into Class A Common Stock
at any time on a one share for one share basis. The Reporting Persons disclaim
any beneficial ownership of any AOL-LA securities owned directly or indirectly
by AOL.
(b) The address of Riverview's principal business is 325 Waterfront
Drive, Wickham's Cay, Road Town, Tortola, British Virgin Islands. The business
address of GAC and RJC is c/o Venevision, Final Avenida La Salle, Edificio
Venevision, Urbanivacion Colina de los Caobos, Caracas, Venezuela.
(c) See Item 2(b). Riverview is a passive holding company.
GAC has been a member of AOL-LA's Board of Directors (the
"Board") since January 2000. For more than the last five years, GAC has overseen
the management and operations of the Cisneros Group of Companies, a group of
companies and joint ventures (including Riverview) that are associated with GAC
and RJC and their families (the "Cisneros Group"), and is an executive officer
and director of many of its constituent companies. GAC, together with members of
his family, or trusts established for their benefit, owns direct or indirect
beneficial interests in the companies forming the Cisneros Group. GAC is a
director of Spalding Holdings Corporation, RSL Communications Ltd., Pueblo Xtra
International, Inc. and Panamerican Beverages, Inc.
RJC has been a member of the Board since January 2000. For
more than the last five years, RJC has served as an executive officer and a
director of a number of the companies within the Cisneros Group, including
Venevision and Operadora Sercra C.A.
(d) During the last five years, the Reporting Persons have not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
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(e) During the last five years, the Reporting Persons have not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which proceeding they were or are subject to
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Riverview is an international business company organized under the
laws of the British Virgin Islands. GAC and RJC are citizens of Venezuela.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth or incorporated by reference in Items 4 and 5
is hereby incorporated herein by reference.
Prior to August 7, 2000, the effective date of AOL-LA's initial public
offering of its Class A Common Stock (the "Offering"), the business of AOL-LA
was conducted by affiliates of AOL Latin America, S.L. AOL Latin America, S.L.
is a limited liability company that was organized in Spain in December 1998. AOL
Latin America, S.L. was formed by AOL and the Cisneros Group, as a joint venture
in which:
(i) AOL contributed royalty free license rights and other rights
and services in exchange for its ownership interest (such
contribution was recorded at AOL's historical cost basis,
which was zero); and
(ii) the Cisneros Group contributed an aggregate amount of
approximately $100.1 million in exchange for its ownership
interest.
In addition, AOL and the Cisneros Group each contributed $32.5 million
to AOL-LA through July 2000, and each is obligated to contribute to AOL-LA an
additional $17.5 million by December 31, 2000.
Immediately before the effectiveness of the Offering, AOL-LA became the
holding company of, and indirectly acquired all of, AOL Latin America, S.L. and
its affiliates through a corporate reorganization (the "Reorganization").
Pursuant to the Reorganization, (i) AOL and the Cisneros Group exchanged their
ownership interests in the two holding companies that owned AOL Latin America,
S.L. and its affiliates for 101,858,334 shares of Series B Preferred Stock and
99,861,910 shares of AOL-LA's Series C Redeemable Convertible Preferred Stock,
par value $0.01 per share ("Series C Preferred Stock"), respectively; and (ii)
AOL-LA issued a warrant to AOL (the "AOL Warrant") to purchase 16,642,500 shares
of AOL-LA stock in any combination of Series B Preferred Stock, Class A Common
Stock or Class B Common Stock at a per share exercise price equal to the
Offering price of $8.00. AOL did not pay any additional consideration to AOL-LA
upon the issuance and delivery of the AOL Warrant to AOL.
In addition, on August 11, 2000, each of AOL and the Cisneros Group
purchased 4,000,000 shares of Class A Common Stock in the Offering at the $8.00
Offering price. The Cisneros Group purchased its shares using funds from its
working capital.
Currently, no shares of Class B Common Stock or Class C Common Stock,
par value $0.01 per share ("Class C Common Stock"), are outstanding. For the
purposes hereof, the term "B Stock" refers collectively to Series B Preferred
Stock and Class B Common Stock, and the term "C Stock" refers collectively to
Series C Preferred Stock and Class C Common Stock.
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Upon the effectiveness of the Offering, the Cisneros Group (i)
converted 2,057,950 shares of Series C Preferred Stock into Class A Common Stock
and gifted such Class A Common Stock to current and former employees of the
Cisneros Group, and (ii) gifted 505,554 shares of Series C Preferred Stock to
the children of GAC and RJC, which shares are the subject of the Voting
Agreement and Irrevocable Proxy discussed in Item 5(b). Upon the effectiveness
of the Offering, GAC and RJC were each granted immediately exercisable options
to purchase 60,000 shares of Class A Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth or incorporated by reference in Items 2, 3
and 5 is hereby incorporated herein by reference.
The Cisneros Group's purchase, on August 11, 2000, of 4,000,000 shares
of Class A Common Stock in the Offering was part of a broader investment history
with AOL-LA that included the Reorganization.
As one of the founders of AOL-LA, the Cisneros Group, along with AOL,
exercises its control over AOL-LA through several instruments and agreements,
including (i) a Stockholders' Agreement, dated as of August 7, 2000, among AOL,
Riverview and AOL-LA (the "Stockholders' Agreement"); (ii) a Registration Rights
and Stockholders' Agreement (the "Banco Itau Registration Rights Agreement"),
dated as of August 7, 2000, among AOL-LA, Banco Itau S.A. ("Banco Itau"), and
Banco Itau's affiliate, Banco Banerj S.A.; (iii) AOL-LA's Restated Certificate
of Incorporation (the "Charter"); and (iv) AOL-LA's Restated By-laws (the
"By-laws").
The Stockholders' Agreement contains various provisions that will
affect the way AOL-LA operates its business and governs many important aspects
of the relationships among AOL, AOL-LA and the Cisneros Group.
Pursuant to the Stockholders' Agreement, AOL and Riverview agreed to
vote all of their shares of AOL-LA capital stock, which as of August 7, 2000
collectively represented 97.43% of the voting power of AOL-LA's outstanding
capital stock, to elect the four directors nominated by the Special Committee
(as defined below in this Item 4) for election by the holders of all shares of
AOL-LA's outstanding capital stock, voting together. In addition, under the
Banco Itau Registration Rights Agreement, AOL and Riverview agreed to vote their
shares of AOL-LA capital stock in favor of an individual nominated by Banco Itau
to serve as one of the above-mentioned four directors.
The Stockholders' Agreement also states that AOL and Riverview may
admit one or more additional principal stockholders to AOL-LA. Any such
additional stockholder would either receive new shares of AOL-LA capital stock
or would acquire shares owned by AOL or Riverview. If such new stockholder is a
Strategic Partner (as such term is defined in the Stockholders' Agreement, a
copy of which is included as Exhibit 2 to this Schedule 13D), Riverview's
ownership interest in AOL-LA will be reduced at a disproportionately greater
rate than AOL's ownership interest in AOL-LA. To achieve the reduction, for
example, either AOL-LA or AOL could purchase shares held by Riverview at their
then fair market value.
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Pursuant to the Charter, holders of Class A Common Stock are each
entitled to one vote per share, while holders of B Stock and C Stock are each
entitled to ten votes per share and have been granted the exclusive right to
vote on a number of significant provisions of the Charter and the By-laws.
The actions set forth below require a majority vote of B Stock and C
Stock, each voting separately as a class.
(a) amending or repealing the provisions of the Charter
relating to (i) the expansion of AOL-LA's business beyond PC-, TV- or
wireless-based services, (ii) the extent to which AOL-LA's
stockholders, including AOL and the Cisneros Group, may compete with
AOL-LA for business, (iii) access to corporate opportunities that may
be taken by AOL and the Cisneros Group, (iv) the limitation of AOL's
and the Cisneros Group's liability to AOL-LA if AOL and the Cisneros
Group successfully obtain AOL-LA's corporate opportunities, (v)
AOL-LA's indemnification of AOL and the Cisneros Group, as well as any
of their officers, directors, agents, stockholders, members, partners,
affiliates or subsidiaries, if they incur damages for lawsuits based on
claims that they breached their fiduciary duty to AOL-LA by
appropriating AOL-LA's corporate opportunities, (vi) the terms of
AOL-LA's authorized capital stock, including voting, dividend and
conversion rights, (vii) the election and removal of AOL-LA's
directors, (viii) the Special Committee, and (ix) the initiation of
litigation that is adverse to either AOL or the Cisneros Group;
(b) amending the provisions of the By-laws, as they relate to
the Board and its committees and the indemnification of AOL-LA's
officers and directors; and
(c) unless otherwise required under Delaware law or waived by
holders of a majority of the outstanding shares of B Stock or C Stock,
approving (i) mergers and acquisitions, (ii) any issuance of, or change
in, any of AOL-LA's capital stock, (iii) the transfer of any of
AOL-LA's material assets, (iv) the establishment of any subsidiary or
any material change in a subsidiary's business, (v) the adoption and
modification of business plans, (vi) AOL-LA's establishment or
amendment of any significant investment or cash management policy,
(vii) AOL-LA's discontinuance of any material business activity, (viii)
AOL-LA's entering into any partnership, joint venture or consortium,
(ix) AOL-LA's entering into agreements outside the ordinary course of
its business, and (x) AOL-LA's filing for bankruptcy or its decision
not to prevent or oppose an involuntary filing for bankruptcy.
For as long as any shares of B Stock or C Stock remain outstanding, the
holders of Class A Common Stock and the Board will have no voting rights on the
matters set forth in item (a) above, unless required under Delaware law.
The voting rights for the election of the 14 members of the Board are
as follows: (a) the holders of B Stock are entitled to elect five directors
(each a "Class B Director"), (b) the holders of C Stock are entitled to elect
five directors (each a "Class C Director"), and (c) the holders of all shares of
AOL-LA's outstanding capital stock, voting together as a single class, are
entitled to elect the remaining four directors (each a "Class A Director").
Banco Itau is entitled to nominate one of these four Class A Directors.
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Pursuant to the Charter, AOL-LA established a two-member committee of
the Board consisting of one Class B Director and one Class C Director (the
"Special Committee"). The Special Committee will evaluate corporate actions
such as:
(a) amendments to the Charter and By-laws;
(b) amendments to the Stockholders' Agreement;
(c) mergers and acquisitions;
(d) any issuance of, or change in, any capital stock of AOL-LA;
(e) the transfer of any material assets of AOL-LA;
(f) loans by AOL-LA in excess of $50,000;
(g) capital expenditures in excess of $50,000;
(h) borrowings by AOL-LA in excess of $50,000;
(j) the selection of nominees to be recommended by the Board for
election by all outstanding shares of AOL-LA capital stock voting together;
(k) the admission of additional Strategic Partners;
(l) the launce by AOL-LA of AOL-branded TV-and wireless-based online
services in Latin America, as well as any agreements between AOL-LA and third
parties that relate to these launches;
(m) the adoption and modification of business plans;
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(o) the establishment of any subsidiary or any material change in a
subsidiary's business;
(p) litigation by AOL-LA that involves amounts in excess of $100,000 or
that is adverse to either AOL or the Cisneros Group;
(q) AOL-LA's establishment of, or any significant modification to, any
siginifcant investment or cash mamagement policies;
(r) AOL-LA's discontinuance of any material business activity;
(s) AOL-LA's entering any partnership, joint venture or consortium;
(t) AOL-LA's issuance of press releases contianing material non-public
information;
(u) AOL-LA's entering into agreements outside of the ordinary course of
its business;
(v) the approval of the final annual audited consolidated financial
statements of any subsidiary;
(w) AOL-LA's fiking for bankruptcy or its decision not to prevent or
oppose any involuntary filing for bankruptcy;
(x) adoption or amterial amendment to nay employee benefit or exeutive
compensation plan or severence payment; and
(y) hiring or firing any personal with an annual salary in excess of
$100,000 or increasing their compensation above $100,000.
In addition, any amendment to the Charter, other than those over which
the holders of B Stock and C Stock have exclusive voting rights, must be
approved by the affirmative vote of 75% of the voting power of AOL-LA's
outstanding capital stock. Amendments that would adversely alter or change the
powers, preferences or special rights of any class or series of AOL-LA's capital
stock must also be approved by the affirmative vote of the holders of a majority
of the outstanding shares of B Stock and C Stock, each voting separately as a
class.
Further, the By-laws may be amended by a majority vote of the Board,
subject to the
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prior approval by the Special Committee. Unless the holders of B Stock or C
Stock have exclusive rights to vote on the amendment, the By-laws may also be
amended after obtaining the following: (i) the affirmative vote of a majority of
the voting power of all of AOL-LA's capital stock, voting as a single class,
(ii) the affirmative vote of a majority of the B stock voting together as a
single class, but only if a Class B Director is entitled to be a member of the
Special Committee, and (iii) the affirmative vote of a majority of the C Stock,
voting together as a single class, but only if a Class C Director is entitled to
be a member of the Special Committee.
References to, and descriptions of, the Stockholders' Agreement,
Registration Rights Agreement, Banco Itau Registration Rights Agreement, Charter
and By-laws as set forth above in this Item 4 are qualified in their entirety by
reference to the copies of such documents are incorporated herein by reference
as Exhibits 2, 3, 4, 5 and 7, respectively, to this Schedule 13D, and are
incorporated in this Item 4 in their entirety where such references and
descriptions appear.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth or incorporated by reference in Items 2, 3, 4
and 6 is hereby incorporated herein by reference.
As a result of the Reorganization and the closing of the Offering that
immediately following, the Reporting Persons' complete interest in AOL-LA was
effected within the 60 days that preceded the date hereof.
(a) As of the date hereof, Riverview, GAC and RJC each beneficially owns (i)
4,000,000 shares of Class A Common Stock that Riverview purchased in the
Offering on August 11, 2000 and (ii) 97,803,960 shares of Series C Preferred
Stock that Riverview received in the Reorganization (including 505,554 shares
owned by children of GAC and RJC as to which Riverview has voting power as
described in Item 5(b)), which Series C Preferred Stock represents all of the
Series C Preferred Stock issued and outstanding. Shares of Series C Preferred
Stock are convertible into Class C Common Stock at any time on a one share for
one share basis, which Class C Common Stock is convertible into Class A Common
Stock at any time on a one share for one share basis. GAC and RJC each
beneficially owns a one-half interest in Riverview. In addition, GAC and RJC
each beneficially owns immediately exercisable options to purchase 60,000 shares
of Class A Common Stock.
Assuming the conversion of the 97,803,960 shares of Series C
Preferred Stock into Class A Common Stock, Riverview beneficially owns 64.2% of
the outstanding Class A Common Stock. Assuming the conversion of the 97,803,960
shares of Series C Preferred Stock into Class A Common Stock, and the exercise
of his option to purchase 60,000 shares of Class A Common Stock, GAC
beneficially owns 64.2% of the outstanding Class A Common Stock. Assuming the
conversion of the 97,803,960 shares of Series C Preferred Stock into Class A
Common Stock, and the exercise of his option to purchase 60,000 shares of Class
A Common Stock, RJC beneficially owns 64.2% of the outstanding Class A Common
Stock. All percentages herein are based on the number of shares of Class A
Common Stock outstanding on August 7, 2000, as represented by AOL-LA in
Amendment No. 13 to its Form S-1 Registration Statement (File No. 333-95051),
filed with the Securities and Exchange Commission on August 7, 2000 (the
"Effective Registration Statement").
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Pursuant to Rule 13d-5(b)(1) promulgated under the Exchange
Act, to the extent a "group" is deemed to exist by virtue of the Banco Itau
Registration Rights Agreement, Riverview, GAC and RJC may be deemed to have
beneficial ownership, for purposes of Sections 13(d) and 13(g) of the Exchange
Act, of all of the equity securities of AOL-LA beneficially owned by Banco Itau,
Itau Bank, Ltd., a Cayman Limited Liability Company and wholly-owned subsidiary
of Banco Itau, and Ricardo Egydio Setubal, President and Chief Executive Officer
of Banco Itau (collectively, the "Banco Itau Reporting Persons"). As reported in
the Effective Registration Statement, the Banco Itau Reporting Persons
beneficially own 31,760,000 shares of Class A Common Stock (assuming the
exercise of an option for 60,000 shares of Class A Common Stock granted to Mr.
Setubal), or approximately 11.1% of the 286,090,418 issued and outstanding
shares of Class A Common Stock (assuming the conversion of all issued and
outstanding shares of capital stock convertible into, and the exercise of all
issued and outstanding warrants and options to acquire, shares of Class A Common
Stock). Riverview, GAC and RJC each disclaims beneficial ownership of any such
securities of the Banco Itau Reporting Persons owned directly or indirectly by
the Banco Itau Reporting Persons.
(b) Riverview has the sole power to vote 101,803,960 shares of Class A
Common Stock (assuming the conversion of 97,803,960 shares of Series C Preferred
Stock). GAC and RJC share the power to vote 101,803,960 shares of Class A Common
Stock (assuming the conversion of 97,803,960 shares of the Series C Preferred
Stock) through their shared control of Riverview. Such shares include the
505,554 shares owned by the children of GAC and RJC as to which Riverview has
voting power pursuant to a Voting Agreement and Irrevocable Proxy with all such
children. GAC has the sole power to vote and dispose of 60,000 shares of Class A
Common Stock (assuming the exercise of his option to purchase such shares). RJC
has the sole power to vote and dispose of 60,000 shares of Class A Common Stock
(assuming the exercise of his option to purchase such shares). Riverview has the
sole power to dispose of 101,298,406 shares of Class A Common Stock (assuming
the conversion of 97,803,960 shares of Series C Preferred Stock). GAC and RJC
share the power to dispose of 101,298,406 shares of Class A Common Stock
(assuming the conversion of 97,803,960 shares of Series C Preferred Stock)
through their shared control of Riverview.
(c) See Item 3.
(d) The children of GAC and RJC have the power to dispose of an
aggregate of 505,554 shares of Series C Preferred Stock, and each child has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, his or her shares. All such shares are the subject of
a Voting Agreement and Irrevocable Proxy discussed in Item 5(b).
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The information set forth or incorporated by reference in Items 2, 3, 4
and 5 is hereby incorporated herein by reference.
In addition, reference is made to (i) the Underwriting Agreement, dated
as of August 7, 2000 (the "Underwriting Agreement"), by and among AOL-LA, AOL,
Riverview, Salomon Smith Barney, Inc., Donaldson, Lufkin & Jenrette Securities
Corporation, Lehman Brothers Inc., Cazenove & Co. and Prudential Securities
Incorporated, the underwriters of the Offering, pursuant to which, among other
things, Riverview agreed not to dispose of its shares of Class A Common Stock or
any securities convertible into or exercisable for Class A Common Stock for a
period of 180 days from the date of such letter, subject to certain exceptions;
and (ii) the Registration Rights Agreement, dated August 7, 2000, by and among
AOL-LA, AOL and Riverview, pursuant to which AOL and Riverview were
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granted rights to cause AOL-LA to register shares of Class A Common Stock issued
to them upon conversion of their shares of B Stock and C Stock, respectively,
and in the case of AOL, upon exercise of the AOL Warrant (the "Registration
Rights Agreement").
References to, and descriptions of, the Underwriting Agreement and the
Registration Rights Agreement as set forth above in this Item 6 are qualified in
their entirety by reference to the copies of such documents included as Exhibits
7 and 8 to this Schedule 13D, and are incorporated in this Item 6 in their
entirety where such references and descriptions appear.
To the best of the Reporting Persons' knowledge, except as described in
this Schedule 13D, there are at present no other contracts, arrangements,
understandings or relationships among the persons named in Item 2 above, and
between any such persons and any person, with respect to any securities of the
Reporting Persons.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description
1. Joint Filing Agreement among the Reporting Parties, dated August
21, 2000, pursuant to Rule 13d-1(k) of the Securities Exchange Act
of 1934, as amended.
2. Stockholders' Agreement, dated as of August 7, 2000, by and among
America Online, Inc., America Online Latin America, Inc. and
Riverview Media Corp. (confidential treatment granted; filed as
Exhibit 10.2 to Amendment No. 12 to America Online Latin America,
Inc.'s Form S-1 Registration Statement (File No. 333-95051), filed
with the Securities and Exchange Commission on August 3, 2000
and incorporated herein by reference).
3. Registration Rights and Stockholders' Agreement, dated as of
August 7, 2000, by and among America Online Latin America, Inc.,
Banco Itau S.A. and Banco Banerj S.A. (filed as Exhibit 10.15 to
Amendment No. 6 to America Online Latin America, Inc.'s Form S-1
Registration Statement (File No. 333-95051), filed with the
Securities and Exchange Commission on June 16, 2000 and
incorporated herein by reference).
4. America Online Latin America, Inc.'s Restated Certificate of
Incorporation (filed as Exhibit 3.1 to Amendment No. 10 to America
Online Latin America, Inc.'s Form S-1 Registration Statement (File
No. 333-95051), filed with the Securities and Exchange Commission
on July 27, 2000 and incorporated herein by reference).
5. America Online Latin America, Inc.'s Restated By-laws (filed as
Exhibit 3.2 to Amendment No. 10 to America Online Latin America,
Inc.'s Form S-1 Registration Statement (File No. 333-95051), filed
with the Securities and Exchange Commission on July 27, 2000 and
incorporated herein by reference).
6. Voting Agreement and Irrevocable Proxy, dated as of August 7,
2000, by and among America Online Latin America, Inc., Riverview
Media Corp. and the children of
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GAC and RJC (filed as Exhibit 9.1 to Amendment No. 10 to America
Online Latin America, Inc.'s Form S-1 Registration Statement (File
No. 333-95051), filed with the Securities and Exchange Commission
on July 27, 2000 and incorporated herein by reference).
7. Registration Rights Agreement, dated as of August 7, 2000, by and
among America Online Latin America, Inc., America Online, Inc. and
Riverview Media Corp. (filed as Exhibit 10.4 to Amendment No. 2 to
America Online Latin America, Inc.'s Form S-1 Registration
Statement (File No. 333-95051), filed with the Securities and
Exchange Commission on March 14, 2000 and incorporated herein by
reference).
8. Underwriting Agreement, dated as of August 7, 2000, by and between
America Online Latin America, Inc. America Online, Inc., Riverview
Media Corp., Salomon Smith Barney, Inc., Donaldson, Lufkin &
Jenrette Securities Corporation, Lehman Brothers Inc., Cazenove &
Co. and Prudential Securities Incorporated (filed as Exhibit 1.1
to Amendment No. 11 to America Online Latin America, Inc.'s Form
S-1 Registration Statement (File No. 333-95051), filed with the
Securities and Exchange Commission on August 2, 2000 and
incorporated herein by reference).
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: August 21, 2000
RIVERVIEW MEDIA CORP.
By:
-------------------------
Name:
Title:
/s/ Gustavo A. Cisneros
-----------------------------
Gustavo A. Cisneros
/s/ Ricardo J. Cisneros
------------------------------
Ricardo J. Cisneros
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