Filed Under Rule 424 (b)(3) and (c)
File Number 333-46633
Prospectus Supplement Dated December 8, 1998
to
Prospectus Dated June 16, 1998
AMERICA ONLINE, INC.
$350,000,000
of 4% Convertible Subordinated Notes due November 15, 2002 and
the Shares of Common Stock Into Which They May be Converted
and
204,139 Shares of Common Stock
This Prospectus Supplement adds information to the Prospectus dated
June 16, 1998 (the "Prospectus") of America Online, Inc. (the "Company")
relating to:
(i) the $350,000,000 principal amount of 4% Convertible Subordinated Notes
due November 15, 2002 (the "Notes") of the Company, held by certain
selling securityholders described in the Prospectus (the "Note Selling
Securityholders"), and the shares of common stock, par value $.01 per
share (the "Common Stock"), of the Company into which they may be
converted; and
(ii) 204,139 shares of Common Stock separate from the Notes held by certain
selling securityholders described in the Prospectus (when referred to
together with the Note Selling Securityholders, the "Selling
Securityholders").
The Notes were issued and sold on November 17, 1997 to the initial
purchasers. The initial purchasers then immediately sold the Notes in the United
States to persons they believed were qualified institutional buyers, and outside
the United States to non-U.S. persons in offshore transactions. The sales of the
Notes did not require registration with the Securities and Exchange Commission.
This Prospectus Supplement should be read together with the Prospectus, and
highlights and replaces some information in the Prospectus.
SELLING SECURITYHOLDERS
Note Selling Securityholders
The table of Note Selling Securityholders in the Prospectus is amended
to add the following Note Selling Securityholders:
Principal Amount Common Stock Issuable
Selling Holder of Notes Owned Upon Conversion
Aristeia International Limited $ 86,000.00 1,647.71
Aristeia Trading, L.L.C. $ 64,000.00 1,226.20
BT Alex. Brown Incorporated $5,000,000.00 95,797.00
BT Equity Strategies Fund of the $1,000,000.00 19,159.40
BT Pyramid Trust
BT Equity Opportunities Ltd. $1,000,000.00 19,159.40
Boston Museum of Fine Arts $ 80,000.00 1,532.75
Stock Selling Securityholders
The table of Stock Selling Securityholders in the Prospectus is amended
to add the following Stock Selling Securityholder:
<TABLE>
<S> <C> <C> <C>
Shares Shares
Beneficially Shares to be Beneficially
Owned Prior to Sold in the Owned After
the Offering(1) Offering the Offering
Number Percent Number Percent
The Koll Family Foundation 30,380(2) * 2,600 27,780 *
</TABLE>
* The percentage is less than 1% of the outstanding shares of the Company's
Common Stock.
(1) The foundation named in the table, to the Company's knowledge, has sole
voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them. Assumes that the named Stock Selling
Securityholder will sell all of the shares of Common Stock offered by them
hereunder.
(2) Includes 27,780 shares of Common Stock owned directly by Matthew B. Koll,
the trustee of The Koll Family Foundation.
