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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMERICA ONLINE, INC.
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)
May 14, 1993
(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 [X].
SCHEDULE 13D
CUSIP NO. 00002364J1
1) Names of Reporting Persons Sprint
Communications
S.S. or I.R.S. Identification Company L.P.
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 Delaware
Organization
Number of shares beneficially
owned by each person with:
7) Sole Voting Power
8) Shared Voting Power 450,000
9) Sole Dispositive Power
10) Shared Dispositive Power 450,000
11) Aggregate Amount Beneficially
Owned by Each Reporting 450,000
Person
12) Check Box if the Aggregate
Amount in Row (11) Excluded [ ]
Certain Shares
13) Percent of Class Represented 6.0%
in Row (11)
14) Type of Reporting Person PN
SCHEDULE 13D
CUSIP NO. 00002364J1
1) Names of Reporting Persons Sprint Corporation
S.S. or I.R.S. Identification 48-0457967
Nos. of Above Persons
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 Kansas
Organization
Number of shares beneficially
owned by each person with:
7) Sole Voting Power
8) Shared Voting Power 450,000
9) Sole Dispositive Power
10) Shared Dispositive Power 450,000
11) Aggregate Amount Beneficially
Owned by Each Reporting 450,000
Person
12) Check Box if the Aggregate
Amount in Row (11) Excluded [ ]
Certain Shares
13) Percent of Class Represented 6.0%
in Row (11)
14) Type of Reporting Person HC CO
SCHEDULE 13D
CUSIP NO. 00002364J1
1) Names of Reporting Persons US Telecom, Inc.
S.S. or I.R.S. Identification 48-0934012
Nos. of Above Persons
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 Kansas
Organization
Number of shares beneficially
owned by each person with:
7) Sole Voting Power
8) Shared Voting Power 450,000
9) Sole Dispositive Power
10) Shared Dispositive Power 450,000
11) Aggregate Amount Beneficially
Owned by Each Reporting 450,000
Person
12) Check Box if the Aggregate
Amount in Row (11) Excluded [ ]
Certain Shares
13) Percent of Class Represented 6.0%
in Row (11)
14) Type of Reporting Person HC CO
Item 1. Security and Issuer
The title of the class of equity securities to which
this statement relates is common stock, par value $0.01 per
share (the "Common Stock"), of America Online, Inc. (the
"Issuer"), a Delaware corporation whose principal office is
located at 8619 Westwood Center Drive, Vienna, VA 22182.
Item 2. Identity and Background.
This statement is filed on behalf of (1) Sprint
Communications Company, L.P. ("Sprint L.P."), a Delaware
limited partnership principally engaged in the business of
providing domestic long-distance telecommunications
services, having its principal office located at 8140 Ward
Parkway, Kansas City, Missouri 64114, (2) Sprint L.P.'s sole
general partner, US Telecom, Inc., a Kansas corporation,
owning a 59.98% general partnership interest in Sprint L.P.,
and having its principal office located at 2330 Shawnee
Mission Parkway, Westwood, Kansas, and (3) Sprint
Corporation, a publicly-held Kansas corporation and the
owner of 100% of the common stock of US Telecom, Inc.,
having its principal office located at 2330 Shawnee Mission
Parkway, Westwood, Kansas (collectively, the "Filers").
The tables set forth in Exhibit A are incorporated
herein by reference and list the name, occupation, and
business or residence address of the directors and executive
officers of US Telecom, Inc., and Sprint Corporation. To
the knowledge of Sprint L.P., US Telecom, Inc., and Sprint
Corporation, none of such directors or officers has, during
the last five years, (1) been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) or (2) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect
to such laws. All such directors and officers are citizens
of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Sprint L.P. acquired its beneficial ownership in the
securities in the ordinary course of its business as partial
consideration for the provision of certain data
telecommunications services to the Issuer. Because of the
unique terms of the securities, Sprint L.P. has not
attempted to place a valuation on the securities. It is
expected that funds necessary to exercise the Warrant (see
Item 5) would be from Sprint L.P.'s working capital.
Item 4. Purpose of Transaction.
Sprint L.P. acquired the securities in the ordinary
course of business. None of the Filers has any plan or
proposal to acquire additional securities of the Issuer or
to effect any change in control of the Issuer.
Item 5. Interest in Securities of the Issuer.
Sprint L.P. acquired an warrant to purchase 450,000
shares of the Issuer's Common Stock pursuant to a Warrant
for the Purchase of Shares of Common Stock, dated May 14,
1993 (the "Warrant"), issued by the Issuer to Sprint L.P..
The 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. The term of the Warrant expires on the earlier of
(1) March 31, 1996, and (2) the termination date of the
Master Agreement for Data Communications, dated May 14, 1993
(the "Contract"), in the event the Contract terminates
before the end of its term for a reason not the fault of the
Issuer. The Warrant also terminates in the event that
Sprint L.P. fails to comply with certain Grade of Service
provisions in the Contract. The Warrant is not transferable
except to parties controlled by or under common control with
Sprint L.P. and, upon exercise of the Warrant, Sprint L.P.'s
sale of the stock is subject to a right of first refusal in
favor of the Issuer.
Item 6. Contracts, Arrangements, Understandings, or
Relationships with respect to Securities of the Issuer.
N/A.
Item 7. Material to be Filed as Exhibits.
Responses to Item 2(a), (b), (c), and (f) with respect to
officers and directors of Sprint L.P., its partners, and
persons controlling them are presented in Exhibit A. The
Warrant is attached hereto as Exhibit B. A Joint Filing
Agreement among the Filers is attached hereto as Exhibit C.
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.
Date: May 9, 1994
/s/ DON A. JENSEN
Don A. Jensen
Vice President, Sprint
Communications Company L.P.
Date: May 9, 1994
/s/ DON A. JENSEN
Don A. Jensen
Vice President and Secretary,
Sprint Corporation
Date: May 9, 1994
/s/ DON A. JENSEN
Don A. Jensen
Vice President and Secretary,
US Telecom, Inc.
INDEX TO EXHIBITS
A. Responses to Item 2(a) through (c) and (f) with respect
to Sprint L.P. and its controlling persons.
B. Warrant for the Purchase of Shares of Common Stock,
dated May 14, 1993 (the "Warrant"), between the Issuer and
Sprint L.P.
C. Joint Filing Agreement among the Filers.
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<TABLE>
<CAPTION>
EXHIBIT A
DIRECTORS AND EXECUTIVE OFFICERS
OF
SPRINT CORPORATION
(a) (b) (c)
Name Address Principal
Business or
Occupation
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
Suite 570 Pymatuning
4900 Seminary Road Group, Inc.
Alexandria, VA 22311
Joseph Dionne McGraw-Hill, Inc. Chairman and CEO
1221 Avenue of the of McGraw-Hill,
Americas Inc.
49th Floor
New York, New York
10020
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.
Paul Henson Suite 210 Chairman of the
4200 Somerset Board of Kansas
Prairie Village, KS City Southern
66208 Industries, Inc.
Harold Hook American General Chairman and CEO
Corporation of American
P.O. Box 3247 General
Houston, TX 77253 Corporation
Robert Huntley Hunton & Williams Attorney
Riverfront Plaza, East
Tower
17th Floor
951 East Byrd Street
Richmond, VA 23219
Ronald LeMay Sprint Corporation President and
2330 Shawnee Mission COO--Long-
Pkwy Distance
Westwood, KS 66205 Division of
Sprint
Corporation
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
One West Armour Blvd. Board of
Kansas City, MO 64111 Mercantile Bank
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 Sprint Corporation Executive Vice
Devlin 2330 Shawnee Mission President--Law
Pkwy and External
Westwood, KS 66205 Affairs, Sprint
Corporation
William Esrey Sprint Corporation Chairman and
2330 Shawnee Mission CEO, Sprint
Pkwy Corporation
Westwood, KS 66205
Dennis Foster Sprint Corporation President--
2330 Shawnee Mission Cellular and
Pkwy Wireless
Westwood, KS 66205 Division, Sprint
Corporation
John Hoffman Sprint Corporation Senior Vice
2330 Shawnee Mission President,
Pkwy Sprint
Westwood, KS 66205 Corporation
Don Jensen Sprint Corporation Vice President
2330 Shawnee Mission and Secretary
Pkwy
Westwood, KS 66205
Arthur Krause Sprint Corporation Executive Vice
2330 Shawnee Mission President--Chief
Pkwy Financial
Westwood, KS 66205 Officer, Sprint
Corporation
Ronald LeMay Sprint Corporation President &
2330 Shawnee Mission Chief Operating
Pkwy Officer--Long-
Westwood, KS 66205 Distance
Division, Sprint
Corporation
John Meyer Sprint Corporation Senior Vice
2330 Shawnee Mission President and
Pkwy Controller
Westwood, KS 66205
D. Wayne Sprint Corporation President--Local
Peterson 2330 Shawnee Mission Telecommunicatio
Pkwy ns Division,
Westwood, KS 66205 Sprint
Corporation
Theodore Schell Sprint Corporation Senior Vice
2330 Shawnee Mission President,
Pkwy Sprint
Westwood, KS 66205 Corporation
Richard Smith Sprint Corporation Senior Vice
2330 Shawnee Mission President,
Pkwy Sprint
Westwood, KS 66205 Corporation
M. Jeannine Sprint Corporation Senior Vice
Strandjord 2330 Shawnee Mission President and
Pkwy Treasurer,
Westwood, KS 66205 Sprint
Corporation
I. Benjamin Sprint Corporation Senior Vice
Watson 2330 Shawnee Mission President,
Pkwy Sprint
Westwood, KS 66205 Corporation
</TABLE>
<TABLE>
<CAPTION>
EXHIBIT A
(cont'd)
DIRECTORS AND EXECUTIVE OFFICERS
OF
US TELECOM, INC.
(a) (b) (c)
Name Address Principal Business
or Occupation
DIRECTORS:
<S> <C> <C>
William Esrey Sprint Corporation Chairman and CEO,
2330 Shawnee Sprint Corporation
Mission Pkwy
Westwood, KS 66205
Ronald LeMay Sprint Corporation President & Chief
2330 Shawnee Operating Officer--
Mission Pkwy Long-Distance
Westwood, KS 66205 Division, 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> 1
EXHIBIT B
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.
No. W-2 For the purchase of 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,
1996
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,
1996 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
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
and/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 and/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 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, Virginia 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.
[Corporate Seal] By /s/ Lennert J. Leader
ATTEST
/s/ KATHLEEN E. GREEN
EXHIBIT I
PURCHASE FORM
To: America Online, Inc.
8619 Westwood Center Drive
Vienna, Virginia 22182
The undersigned pursuant to the provisions set forth in
the attached Warrant (No. _ ), 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:_______________________________
Dated:____________________________
<PAGE> 1
EXHIBIT C
JOINT FILLING AGREEMENT
DATED FEBRUARY 15, 1994,
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 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 C
is filed on its behalf ; and
(d) this Joint Filing Agreement may be executed in
counterparts.
Dated: May 10, 1994
SPRINT CORPORATION
By: /s/ DON A. JENSEN
Don A. Jensen, Vice President
and Secretary
US TELECOM, INC.
By: /s/ DON A. JENSEN
Don A. Jensen, Vice President
and Secretary
SPRINT COMMUNICATIONS COMPANY,
L.P.
By: /s/ DON A. JENSEN
Don A. Jensen, Vice President
