SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 12, 1997
AMERICA ONLINE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-19836 54-1322110
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
22000 AOL Way, Dulles, Virginia 20166
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (703) 448-8700
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Item 5. Other Events.
On November 12, 1997, America Online, Inc. ("AOL") issued a press release
announcing the sale of a new issue of $350 million aggregate principal amount of
4% Convertible Subordinated Notes due November 15, 2002 (not including
$50,000,000 principal amount of Notes subject to an over-allotment option), a
copy of which is attached hereto as Exhibit 99 and incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
99 Press Release Dated November 12, 1997 Announcing the Sale of $350
Million Subordinated Convertible Debentures
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICA ONLINE, INC.
Date: November 12, 1997 By: /S/LENNERT J. LEADER
Lennert J. Leader
Senior Vice President, Chief Financial
Officer, Chief Accounting Officer,
Treasurer and Assistant Secretary
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
99 Press Release Dated November 12, 1997 Announcing the Sale of $350
Million Subordinated Convertible Debentures
Exhibit 99
AMERICA ONLINE, INC. ANNOUNCES THE SALE OF $350 MILLION SUBORDINATED CONVERTIBLE
DEBENTURES
Dulles, VA, November 12, 1997 - America Online, Inc. (NYSE: AOL), announced
today the sale of a new issue of $350 million aggregate principal amount of 4.0%
Convertible Subordinated Notes due November 15, 2002 (the "Notes"). The Notes
will be convertible into the Company's common stock, at the option of the
holder, at a conversion price of $104.38 per share, representing a conversion
premium of 40% over yesterday's closing price. The Notes have been sold inside
the United States and outside the United States in a private placement under
Rule 144A and Regulation S, respectively.
Lennert J. Leader, Senior Vice President and Chief Financial Officer of America
Online said: "The net proceeds from the offering will substantially improve
America Online's cash position, lower our financing costs and increase our
flexibility to continue making investments which will strengthen our business.
The net proceeds will be used for general corporate purposes, working capital,
capital expenditures and investment in content, programming and other assets."
Neither the Notes nor the common stock issuable upon conversion have been
registered under the Securities Act of 1933 (the "Securities Act") and may not
be offered or sold in the United States except pursuant to an effective
registration or an applicable exemption from the registration requirements of
the Securities Act. This news release shall not constitute an offer to sell or
the solicitation of an offer to buy the Notes. This news release is being
issued pursuant to and in accordance with Rule 135c under the Securities Act.
America Online, Inc., based in Dulles, Virginia, founded in 1985, operates three
business units: AOL Networks is the world's most popular Internet service,
providing its more than 9.4 million members worldwide with easy-to-use,
convenient information, entertainment and state-of-the-art features and products
supported by world-class member support; AOL Studios develops original content
programming and interactive properties for AOL Networks, Internet Service
Providers, other online services, independent Internet sites, and other media
companies; and ANS Communications is a leading provider to businesses,
including AOL, of global network communications systems and services.
