SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
America Online, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
00002364Jl
(CUSIP Number of Class of Securities)
Edward B. Stead
Vice President, General Counsel and Secretary
Apple Computer, Inc.
1 Infinite Loop
Cupertino, California 95014
408-996-1010
(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
November 10, 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 Statement because of
Rule 13d-1(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with this Statement: [ ] (A
fee is not required only if the reporting person: (1) has a previous
statement on filed reporting beneficial ownership of more than five percent
of a class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of less than
five percent of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
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CUSIP No. 00002364Jl
1. Name of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons:
Apple Computer, Inc. 94-2404110
2. Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [ ]
3. SEC Use Only:
4. Source of Funds:
WC
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization]:
California, USA
7. Sole Voting Power: 2,000,000
Number of Shares
Beneficially Owned 8. Shared Voting Power: 0
by Each Reporting
Person with 9. Sole Dispositive Power:2,000,000
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,000,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13. Percent of Class Represented by Amount in Row 9.:
5.1%
14. Type of Reporting Person:
CO
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The following items are amendments to the information included in
the Schedule 13D dated February 8, 1994, as amended (the "Prior Schedule
13D"), filed by Apple Computer, Inc. with respect to the Common Stock of
America Online, Inc. Certain capitalized terms used below and not
defined have the meanings given them in the Prior Schedule 13D.
Item 2. Identity and Background.
The revised list of names, business address, principal occupations
and citizenship of the directors and executive officers of Apple are set
forth on Schedule A hereto and are incorporated herein by reference
Item 3. Source and Amount of Funds or Other
Consideration.
The $12,500,000 paid to the Issuer in connection with the exercise
of the Warrant described in Item 4 below was working capital of Apple.
Item 4. Purpose of Transaction.
On November 9, 1995, Apple exercised the Warrant and acquired
2,000,000 Shares pursuant thereto for a payment of $12,500,000.
Apple continuously re-evaluates its intentions regarding its
beneficial interest in the Shares. Apple may acquire additional shares
of Common Stock. Apple may retain or dispose of some or all of any
shares of Common Stock which it acquires. Apple's decision on whether or
not to acquire, retain or dispose of shares of Common Stock will depend
on a variety of factors, including without limitation the market price of
the Common Stock, other potential investment opportunities or uses for
Apple's cash, and business considerations relating to Apple's goals in
the on-line services industry.
Apart from the above, Apple has no current plans for any of the
actions required to be disclosed in this Item 4.
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SIGNATURE
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.
APPLE COMPUTER, INC.
By: /s/ Gary Wipfler
Name: Gary Wipfler
Assistant Treasurer
Date: 11/9/95
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SCHEDULE A
Executive Officers and Directors of Apple Computer, Inc.
(each person is a citizen of the United States except as indicated)
Present Principal Occupation
and Address (and Citizenship
Name and Position with Apple if not United States Citizen)
A.C. Markkula, Jr. Chairman of the Board
Chairman of the Board Apple Computer, Inc.
1 Infinite Loop
Cupertino, California 95014
Michael H. Spindler President and
President, Chief Executive Officer
Chief Executive Officer Apple Computer, Inc.
and Director 1 Infinite Loop
Cupertino, California 95014
Citizen of Germany
Dr. Gilbert F. Amelio President and Chief
Director Executive Officer
National Semiconductor, Inc..
1090 Kifer Road
Sunnyvale, California 94086
Peter O. Crisp General Partner,
Director Venrock Associates
30 Rockefeller Plaza
New York, New York 10112
Bernard Goldstein Managing Director
Director Broadview Associates, L.P.
1 Bridge Plaza
Fort Lee, New Jersey 07024
B. Jurgen Hintz Private Investor
Director 4 Onslow Mews East
London, SW7 3AA England
Katherine M. Hudson President and Chief
Director Executive Officer
W.H. Brady Co.
727 W. Glendale Ave.
Milwaukee, Wisconsin 53209
Delano E. Lewis President and Chief
Director Executive Officer
National Public Radio
635 Massachusetts Avenue, N.W.
Washington, DC 20001
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James J. Buckley President, Apple Americas
Senior Vice President Apple Computer, Inc.
and President, Apple USA 1 Infinite Loop
Cupertino, California 95014
G. Frederick Forsyth Senior Vice President,
Senior Vice President, Worldwide Operations
Worldwide Operations Apple Computer, Inc.
1 Infinite Loop
Cupertino, California 95014
David C. Nagel Senior Vice President
Senior Vice President Research & Development
Research & Development Apple Computer, Inc.
1 Infinite Loop
Cupertino, California 95014
Kevin J. Sullivan Senior Vice President,
Senior Vice President, Human Resources
Human Resources Apple Computer, Inc.
1 Infinite Loop
Cupertino, California 95014
John Floisand Senior Vice President and
Senior Vice President and President, Apple Pacific
President, Apple Pacific Apple Computer, Inc.
1 Infinite Loop
Cupertino, California 95014
Citizen of Great Britain
Marco Landi Senior Vice President and
Senior Vice President and President, Apple Europe
President, Apple Europe Apple Computer Europe, Inc.
15, Avenue Edouard Belin
92566 Rueil-Malmaison Cedex
Paris, France
Citizen of Italy
Jeanne Seeley Vice President, Finance
Vice President, Finance and Corporate Controller
and Corporate Controller Apple Computer, Inc.
1 Infinite Loop
Cupertino, California 95014
Edward B. Stead Vice President,
Vice President, General Counsel
General Counsel and Secretary
and Secretary Apple Computer, Inc.
1 Infinite Loop
Cupertino, California 95014
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