<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
America Online, Inc.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF AMERICA ONLINE, INC. APPEARS HERE]
AMERICA ONLINE, INC.
22000 AOL WAY
DULLES, VA 20166-9323
JANUARY 20, 1998
Dear Stockholder,
You are cordially invited to attend a Special Meeting of Stockholders of
America Online, Inc. (the "Company") to be held at 4:00 p.m. on February 6,
1998 at the Sheraton Premiere at Tyson's Corner, located at 8661 Leesburg
Pike, Vienna, Virginia.
At the Special Meeting, the Company will ask the Stockholders to approve and
adopt an amendment to the Company's Restated Certificate of Incorporation to
increase the authorized number of shares of common stock.
Whether you plan to attend the Special Meeting or not, it is important that
you promptly complete, sign, date and return the enclosed proxy card in
accordance with the instructions set forth on the card. This will ensure your
proper representation at the Special Meeting.
Sincerely,
/s/ Stephen M. Case,
Stephen M. Case,
Chairman of the Board
YOUR VOTE IS IMPORTANT.
PLEASE REMEMBER TO RETURN YOUR PROXY PROMPTLY.
<PAGE>
AMERICA ONLINE, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 6, 1998
To the Stockholders of America Online, Inc.
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of America
Online, Inc., a Delaware corporation (the "Company"), will be held on February
6, 1998 at the Sheraton Premiere at Tyson's Corner, located at 8661 Leesburg
Pike, Vienna, Virginia at 4:00 p.m. for the following purposes:
1. To amend the Company's Restated Certificate of Incorporation to increase
the authorized number of shares of common stock from 300,000,000 to
600,000,000.
2. To transact such other business as may be properly brought before the
Special Meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on January 14, 1998
as the record date for the determination of Stockholders entitled to notice of
and to vote at the Special Meeting and at any adjournments thereof. A list of
such Stockholders will be available for inspection at the place of the Special
Meeting, during ordinary business hours for the ten-day period prior to the
Special Meeting.
All Stockholders are cordially invited to attend the Special Meeting.
However, to ensure your representation, you are requested to complete, sign,
date and return the enclosed proxy as soon as possible in accordance with the
instructions on the proxy card. A return addressed envelope is enclosed for
your convenience.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ George Vradenburg, III
George Vradenburg, III
Secretary
Dulles, Virginia
January 20, 1998
<PAGE>
AMERICA ONLINE, INC.
22000 AOL WAY
DULLES, VIRGINIA 20166-9323
(703) 448-8700
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PROXY STATEMENT
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GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of America Online, Inc. (the "Company" or "America
Online"), a Delaware corporation, of proxies, in the accompanying form, to be
used at the Special Meeting of Stockholders to be held at the Sheraton
Premiere at Tyson's Corner, located at 8661 Leesburg Pike, Vienna, Virginia on
February 6, 1998 at 4:00 p.m., and any adjournments thereof (the "Meeting").
Where the Stockholder specifies a choice on the proxy as to how his or her
shares are to be voted, the shares will be voted accordingly. If no choice is
specified, the shares will be voted FOR the amendment of the Company's
Restated Certificate of Incorporation to increase the authorized number of
shares of the Company's common stock, par value $.01 per share ("Common
Stock"), from 300,000,000 to 600,000,000. A proxy may be revoked by written
instrument delivered to the Company at any time before the proxy is voted. Any
Stockholder who has executed a proxy but is present at the Meeting, and who
wishes to vote in person, may do so by revoking his or her proxy as described
in the preceding sentence. Shares represented by valid proxies in the form
enclosed, received in time for use at the Meeting and not revoked at or prior
to the Meeting, will be voted at the Meeting. The presence, in person or by
proxy, of the holders of a majority of the outstanding shares of the Company's
Common Stock, is necessary to constitute a quorum at the Meeting. With respect
to the tabulation of proxies for purposes of constituting a quorum,
abstentions and broker non-votes are treated as present, and with respect to
the tabulation of proxies for purposes of the proposal to amend the Company's
Restated Certificate of Incorporation, abstentions and broker non-votes are
treated as votes against the proposal.
The close of business on January 14, 1998 has been fixed as the record date
for determining the Stockholders entitled to notice of and to vote at the
Meeting. As of that date, the Company had 104,809,467 shares of Common Stock
outstanding and entitled to vote. Holders of Common Stock are entitled to one
vote per share on all matters to be voted on by Stockholders. This Proxy
Statement and the accompanying proxy are being mailed on or about January 20,
1998 to all Stockholders entitled to notice of and to vote at the Meeting.
The cost of soliciting proxies, including expenses in connection with
preparing and mailing this Proxy Statement, will be borne by the Company. In
addition, the Company will reimburse brokerage firms and other persons
representing beneficial owners of Common Stock of the Company for their
expenses in forwarding proxy material to such beneficial owners. Solicitation
of proxies by mail may be supplemented by telephone, telegram, telex, and
personal solicitation by the directors, officers or employees of the Company.
No additional compensation will be paid to directors, officers or employees
for such solicitation. The Company has retained Georgeson & Company, Inc. to
assist in the solicitation of proxies, for a fee estimated to be approximately
$8,000 plus reasonable out-of-pocket expenses.
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SHARE OWNERSHIP
The following table sets forth certain information as of December 31, 1997,
concerning the ownership of Common Stock by (i) each stockholder of the
Company known by the Company to be the beneficial owner of more than 5% of its
outstanding shares of Common Stock, (ii) each current member of the Board of
Directors of the Company, (iii) the Company's five most highly compensated
executive officers (measured as of fiscal year 1997) and (iv) all current
directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY OWNED
(1)
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NAME AND ADDRESS* NUMBER PERCENT
- ----------------- ---------- -------
<S> <C> <C>
The Capital Group Companies, Inc. and
Capital Research and Management Company(2)(3).............. 12,833,220 12.3%
333 South Hope Street
Los Angeles, California 90071
American Century Investments, Inc.(4)...................... 6,609,100 6.3%
4500 Main Street, Suite 400
Kansas City, MO 64111
Putnam Investments, Inc.(2)(5)............................. 7,727,146 7.4%
One Post Office Square
Boston, Massachusetts 02109
Daniel F. Akerson, Director(8)............................. 25,000 **
Bruce R. Bond, President and CEO, ANS Communications(8).... 4,500 **
Stephen M. Case, President and CEO, Chairman of the
Board(6)(7)............................................... 2,252,895 2.1%
Frank J. Caufield, Director(8)............................. 179,800 **
Robert J. Frankenberg, Director(8)......................... 55,000 **
General Alexander M. Haig, Jr., Director(8)................ 219,360 **
Lennert J. Leader, Senior V. P., CFO, Treasurer, Chief
Accounting Officer, and Assistant Secretary(7)............. 496,031 **
Theodore J. Leonsis, President and CEO, AOL Studios(7)..... 402,454 **
William N. Melton, Director(7)............................. 375,000 **
Dr. Thomas Middelhoff, Director(9)......................... -0- **
Robert W. Pittman, President and CEO, AOL Networks,
Director(8)............................................... 145,423 **
All executive officers and directors as a group (15
persons)(7)............................................... 4,658,759 4.3%
</TABLE>
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* Addresses are given for beneficial owners of more than 5% of the Common
Stock only.
** Represents beneficial ownership of less than 1% of the Company's Common
Stock.
(1) The number of shares of Common Stock issued and outstanding on December
31, 1997, was 104,173,306. The calculation of percentages is based upon
the number of shares of Common Stock issued and outstanding on such date,
plus shares of Common Stock subject to options held by the respective
persons on December 31, 1997 and exercisable within 60 days thereafter.
The persons and entities named in the table
2
<PAGE>
have sole voting and dispositive power with respect to all shares shown as
beneficially owned by them, except as described below. Attached to each
share of Common Stock is a Preferred Share Purchase Right to acquire one
one-hundredth of a share of the Company's Series A Junior Participating
Preferred Stock, par value $.01 per share, which Preferred Share Purchase
Rights are not presently exercisable.
(2) Based solely upon information filed with the Securities and Exchange
Commission as of December 31, 1997.
(3) The Capital Group Companies, Inc. reports that it does not have
dispositive or voting power over the reported shares of Common Stock but
may be deemed to "beneficially own" such securities by virtue of Rule 13d-
3 under the Securities Exchange Act of 1934, as amended. Capital Research
and Management Company, an investment advisor and wholly-owned subsidiary
of The Capital Group Companies, Inc. reports that it is the beneficial
owner of and has sole dispositive power over 9,914,400 shares of Common
Stock. The remaining shares are reported as being beneficially owned by
other subsidiaries of The Capital Group Companies, Inc., none of which by
itself owns 5% or more of the outstanding securities.
(4) Based solely on information acquired from the Company's proxy solicitor as
of December 31, 1997.
(5) Putnam Investments, Inc. is a wholly-owned subsidiary of Marsh & McClennan
Companies, Inc. Included in the 7,727,146 shares of Common Stock
beneficially owned by Putnam Investments, Inc., are 6,536,878 shares
beneficially owned by Putnam Investment Management, Inc. and 625,384
shares of Common Stock beneficially owned by The Putnam Advisory Company,
Inc., both registered investment advisers and wholly-owned subsidiaries of
Putnam Investments, Inc. Putnam Investments, Inc. shares voting power with
The Putnam Advisory Company, Inc. with respect to 420,514 shares.
(6) Includes 4,086 shares held by a custodian on behalf of Mr. Case's minor
children under the Uniform Gifts to Minors Act.
(7) Includes shares issuable within 60 days of December 31, 1997, upon the
exercise of options to purchase Common Stock as follows: Mr. Case--
1,692,200; Mr. Melton--175,000; Mr. Leader--366,036; Mr. Leonsis--267,628;
and all executive officers and directors as a group--3,631,568.
(8) Represents shares issuable within 60 days of December 31, 1997 upon the
exercise of options to purchase Common Stock.
(9) Dr. Middelhoff is a Director and a member of the Executive Board of
Bertelsmann AG, a joint venture partner of the Company. Dr. Middelhoff has
been elected as Chairman of the Board of Bertelsmann AG beginning in
October 1998. Dr. Middelhoff disclaims beneficial ownership of 3,609,280
shares of Common Stock owned by Bertelsmann AG.
3
<PAGE>
AMENDMENT OF THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED NUMBER OF SHARES
The Company's Restated Certificate of Incorporation (the "Certificate of
Incorporation") authorizes the issuance of 300,000,000 shares of Common Stock,
$.01 par value, and 5,000,000 shares of Preferred Stock, $.01 par value. As of
January 7, 1998, the Board of Directors of the Company approved an amendment
to the Certificate of Incorporation to increase the authorized number of
shares of Common Stock from 300,000,000 to 600,000,000 and to submit the
proposed amendment to the Stockholders at the Meeting called for that purpose.
PURPOSE AND EFFECT OF THE AMENDMENT
The general purpose and effect of the proposed amendment to the Company's
Certificate of Incorporation will be to authorize 300,000,000 additional
shares of Common Stock. The Board of Directors believes that it is prudent to
have the additional shares of Common Stock available for general corporate
purposes, including acquisitions, equity financings, grants of stock options,
payment of stock dividends, stock splits or other recapitalizations.
Although the Board of Directors has not decided to effect a stock split, the
Board may decide to effect a stock split if the proposed increase is approved
by the stockholders. The Company has a history of regular stock splits, having
declared three such splits since October 1994, each of which was effected by
dividending one additional share for each share presently owned. In
considering stock splits, the Board's philosophy continues to be guided by a
conviction not only that the Company's ownership, and the liquidity afforded
its stockholders, expands in relation to the number of shares outstanding, but
also that the Company's shares become more attractive to individual investors
when it is possible to acquire a larger number of them for the same total
dollar amount. Securing Stockholder approval of additional authorized shares
prior to the consideration by the Board of any future stock split is felt by
the Company to be appropriate, given that any such stock split would consume a
substantial portion of the remaining shares currently authorized for issuance.
The Board of Directors considers a number of factors, including general market
conditions, in deciding whether or when to effect a stock split, and any of
these factors could cause the Board to decide against effecting a stock split
at any particular time.
The Company currently has 300,000,000 authorized shares of Common Stock. As
of December 31, 1997, the Company had 104,173,306 shares issued and
outstanding and of the remaining 195,826,694 authorized but unissued shares,
the Company has reserved approximately 3,600,000 shares in connection with the
possible exercise of outstanding warrants, 1,000,000 shares in connection with
the possible conversion of outstanding preferred stock, 3,353,000 shares in
connection with the possible conversion of outstanding convertible
subordinated debt, 33,100,000 shares pursuant to the Company's option plans
and 225,000 shares pursuant to the Company's Employee Stock Purchase Plan.
Except in connection with the reserved shares described above, the Company
currently has no arrangements or understandings for the issuance of additional
shares of Common Stock, although opportunities for acquisitions and equity
financings could arise at any time. If the Board of Directors deems it to be
in the best interest of the Company and the Stockholders to issue additional
shares of Common Stock in the future, the Board of Directors generally will
not seek further authorization by vote of the Stockholders, unless such
authorization is otherwise required by law or regulations.
The increase in the authorized number of shares of Common Stock could have
an anti-takeover effect. If the Company's Board of Directors desired to issue
additional shares in the future, such issuance could dilute the voting power
of a person seeking control of the Company, thereby deterring or rendering
more difficult a merger, tender offer, proxy contest or an extraordinary
corporate transaction opposed by the Company.
4
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VOTE
The affirmative vote of a majority of the outstanding shares of Common Stock
entitled to vote at the Meeting will be required to approve the amendment to
the Company's Certificate of Incorporation increasing the number of authorized
shares of Common Stock from 300,000,000 to 600,000,000.
THE BOARD OF DIRECTORS RECOMMENDS THE APPROVAL OF THE AMENDMENT TO THE
COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED
SHARES OF COMMON STOCK FROM 300,000,000 TO 600,000,000.
OTHER MATTERS
The Board of Directors knows of no other business which will be presented to
the Meeting. If any other business is properly brought before the Meeting, it
is intended that proxies in the enclosed form will be voted in respect thereof
in accordance with the judgment of the persons voting the proxies.
STOCKHOLDER PROPOSALS
To be considered for inclusion in the Company's proxy materials relating to
the 1998 Annual Meeting of Stockholders, stockholder proposals must be
received, marked for the attention of: Secretary, America Online, Inc., 22000
AOL Way, Dulles, Virginia 20166-9323, no later than June 8, 1998.
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, YOU ARE URGED TO
FILL OUT, SIGN, DATE AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST
CONVENIENCE.
By order of the Board of Directors:
/s/ George Vradenburg, III
George Vradenburg, III
Secretary
Dulles, Virginia
January 20, 1998
5
<PAGE>
3860-SP-98
<PAGE>
AMERICA ONLINE, INC.
THIS PROXY IS BEING SOLICITED BY AMERICA ONLINE, INC.'S
BOARD OF DIRECTORS
The undersigned, revoking previous proxies relating to these shares,
hereby acknowledges receipt of the Notice and Proxy Statement dated January 20,
1998 in connection with the Special Meeting to be held at 4:00 p.m. on February
6, 1998 at the Sheraton Premiere at Tyson's Corner, located at 8661 Leesburg
Pike, Vienna, Virginia and hereby appoints Stephen N. Case, Lennert J. Leader,
Robert W. Pittman and George Vradenburg, III and each of them (with full power
to act alone), the attorneys and proxies of the undersigned, with power of
substitution to each, to vote all shares of the Common Stock of America Online,
Inc. registered in the name provided herein which the undersigned is entitled to
vote at the 1998 Special Meeting of Stockholders, and at any adjournment or
adjournments thereof, with all the powers the undersigned would have if
personally present. Without limiting the general authorization hereby given,
said proxies are, and each of them is, instructed to vote or act as follows on
the proposals set forth in said proxy.
This Proxy when executed will be voted in the manner directed herein. If
no direction is made this Proxy will be voted FOR the amendment of the Restated
Certificate of Incorporation to increase the authorized number of shares. With
respect to the tabulation of proxies for purposes of the proposal to amend the
Company's Restated Certificate of Incorporation to increase the authorized
number of shares, abstentions and broker non-votes are treated as votes against
the proposal.
In their discretion the proxies are authorized to vote upon such other
matters as may properly come before the meeting or any adjournments thereof.
SEE REVERSE SIDE FOR THE PROPOSAL. If you wish to vote in accordance with
the Board of Directors' recommendations, just sign on the reverse side. You need
not mark any boxes.
[SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE]
<PAGE>
[X] Please mark
votes as in
this example.
The Board of Directors recommends a vote FOR the amendment.
1. Amendment of Restated Certificate
of Incorporation to increase the
number of authorized shares.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign exactly as name(s) appears hereon.
Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such.
Signature: ________________ Date________ Signature:______________ Date_________
