Filed Pursuant to Rule 424 (b)(3) and (c)
File Number 333-46633
PROSPECTUS SUPPLEMENT DATED AUGUST 28, 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 Issuable Upon Conversion thereof
and
204,139 Shares of Common Stock
This Prospectus Supplement supplements 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 issuable upon conversion of the Notes (the
"Conversion Shares") together with (ii) 204,139 shares of Common Stock unrelated
to the Notes (the "Resale Stock") held by certain selling securityholders
described in the Prospectus (the "Stock Selling Securityholders," and together
with the Note Selling Securityholders, the "Selling Securityholders"). The Notes
were issued and sold on November 17, 1997 to the Initial Purchasers and were
simultaneously sold by the Initial Purchasers in transactions exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), in the United States to persons reasonably believed by the
Initial Purchasers to be qualified institutional buyers as defined in Rule 144A
under the Securities Act, and outside the United States to non-U.S. persons in
offshore transactions in reliance on Regulation S under the Securities Act. This
Prospectus Supplement should be read in conjunction with the Prospectus, and
this Prospectus Supplement is qualified by reference to the Prospectus except to
the extent that the information herein contained supersedes the information
contained in the Prospectus. Capitalized terms used in this Prospectus Summary
and not otherwise defined herein have the meanings specified in the Prospectus.
SELLING SECURITYHOLDERS
Note Selling Securityholders
The table of Selling Securityholders in the Prospectus is hereby
amended to include the following Note Selling Securityholders:
<TABLE>
Principal Amount Common Stock Issuable
Selling Holder of Notes Owned Upon Conversion
<S> <C> <C>
Bank of Bermuda (Cayman) LTD - (Farel Capital MGT) $ 4,000,000 76,637.60
Credit Suisse First Boston Corporation $ 225,000 4,310.87
Deutsche Bank AG $ 6,000,000 114,956.40
Donaldson, Lufkin & Jenrette Securities Corp. $ 125,000 2,394.93
Lehman Brothers $ 3,000,000 57,478.20
OZ Master Fund, LTD. $ 1,500,000 28,739.10
Putnam Convertible Income-Growth Trust $ 1,920,000 36,786.05
Putnam Balance Retirement Fund $ 140,000 2,682.32
Putnam Funds Trust-Putnam High Yield Total Return Fund $ 20,000 383.19
</TABLE>
