FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
America Online, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 54-1322110
State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
22000 AOL Way, Dulles, VA 20166
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [ x ] box. [ ]
Securities Act registration statement file number to which this form
relates:
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on which
to be so Registered Each Class is to be Registered
Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
On May 12 , 1998, the Board of Directors declared a dividend of one new
preferred share purchase right (a "New Right") for each outstanding Common Share
of the Company. A description of the New Rights is set forth in the Registrant's
quarterly report on Form 10-Q for the quarter ended March 31, 1998 which is
hereby incorporated by reference.
Item 2. Exhibits*
Exhibit 4.2 Rights Agreement dated as of May 12, 1998, between America
Online, Inc. and BankBoston, N.A., as Rights Agent (Filed as
Exhibit 4.1 to the Company's quarterly report on Form 10-Q
for the quarter ended March 31, 1998 and hereby incorporated
by reference.)
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* All exhibits required by Instruction II to Item 2 will be supplied to
the New York Stock Exchange.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
AMERICA ONLINE, INC.
Date: May 29, 1998 By:/s/Lennert J. Leader
Lennert J. Leader
Senior Vice President, Chief
Financial Officer, Treasurer,
Chief Accounting Officer and
Assistant Secretary
