FORM 3
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INITIAL STATEMENT OF
BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities
Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person:
America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166-9323
2. Date of Event Requiring Statement (Month/Day/Year):
February 1, 1999
3. IRS Identification Number of Reporting Person if an Entity (Voluntary):
54-1322110
4. Issuer Name and Ticker or Trading Symbol:
MovieFone, Inc. (MOFN)
5. Relationship of Reporting Person(s) to Issuer (Check All Applicable):
__ Director
__ 10% Owner
__ Officer (Give Title Below)
__ Other (Specify Title Below)
6. If Amendment, Date of Original (Month/Day/Year):
N/A
7. Individual or Joint/Group Filing (Check Applicable Line):
__ Form Filed By One Reporting Person
__ Form Filed By More Than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
None
Table II - Derivative Securities Beneficially Owned
(i.e., Puts, Calls, Warrants, Options, Convertible Securities)
1. Title of Derivative Security:
Option to purchase Class A Common Stock.
2. Date Exercisable and Expiration Date (Month/Day/Year):
(1) (2)
------------------ ------------------
Date Exercisable Expiration Date
1. Title and Amount of Securities Underlying Derivative Security:
Class A Common Stock
par value $0.01 per share 6,186,762
-------------------- ------------------
Title Amount or Number of Shares
1. Conversion or Exercise Price of Derivative Security:
$29.25
2. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
D
3. Nature of Indirect Beneficial Ownership:
N/A
EXPLANATION OF RESPONSES:*
(1) As an inducement for America Online, Inc. ("AOL") to enter into an Agreement
and Plan of Merger (the "Merger Agreement") with MovieFone, Inc. ("MovieFone"),
AOL and MovieFone entered in a Stock Option Agreement (the "Option Agreement"),
dated as of February 1, 1999, pursuant to which, among other things, MovieFone
granted to AOL the option to purchase shares of Class A Common Stock of
MovieFone ("MovieFone Class A Common Stock") described in Table II above (the
"Option"). Upon the terms and subject to the conditions set forth in the Option
Agreement, AOL may exercise the Option, in whole or in part, at any time and
from time to time following the occurrence of certain events (each, a
"Triggering Event"). In general, Triggering Events include: (i) the termination
of the Merger Agreement if (a) the Board of Directors of MovieFone shall have
(1) failed to recommend approval and adoption of the Merger Agreement and the
Merger by the stockholders of MovieFone, or withdrawn or modified, or proposed
to withdraw or modify, in a manner adverse to AOL, its approval or
recommendation of the Merger, the Merger Agreement or the transactions
contemplated thereby, (2) failed to mail the Proxy Statement to MovieFone's
stockholders within a reasonable period of time after the Proxy Statement shall
be available for mailing or failed to include therein such approval and
recommendation (including the recommendation that the stockholders of MovieFone
vote in favor of the Merger); (3) made any recommendation with respect to any
Acquisition Proposal other than a recommendation to reject such Acquisition
Proposal, (4) upon a request by AOL, failed to reaffirm any such approval or
recommendation, (5) taken any action prohibited by Section 4.2 ("Solicitation of
Other Proposals") of the Merger Agreement, (6) entered into a definitive or
binding agreement with respect to a Superior Proposal, (7) breached the Option
Agreement in any material respect or (8) resolved or announced its intention to
do any of the foregoing; or (b) a third party acquires 33% or more of
outstanding shares of capital stock or other equity interests of MovieFone or
any Material Subsidiary; and (ii) termination of the Merger Agreement if, at
MovieFone's Stockholders' Meeting (including any adjournment or postponement
thereof), the requisite vote of the stockholders of MovieFone shall not have
been obtained and either (a) at the time of such termination or prior to the
MovieFone Stockholders' Meeting there shall have been an Acquisition Proposal
(whether or not such Acquisition Proposal or any inquiry, announcement or
agreement relating to such Acquisition Proposal shall have been rejected or
shall have been withdrawn prior to the time of such termination or of the
MovieFone Stockholders' Meeting) or (b) MovieFone shall have entered into a
binding agreement in connection with an Acquisition Proposal within twelve (12)
months following termination of the Merger Agreement.
(2) The Option expires on the date which is one year from the occurrence of any
Triggering Event if AOL does not provide written notice of exercise of the
Option. In addition, the Option will terminate at the earliest of (i) the
completion of the Merger, (ii) the termination of the Merger Agreement other
than under circumstances which constitute, or potentially constitute (upon the
occurrence of certain subsequent events as described in clause (ii)(b) of note
(1) above) a Triggering Event, (iii) the date eighteen (18) months after
termination of the Merger Agreement under circumstances whereby the Option is
not immediately, but is potentially (upon the occurrence of certain subsequent
events as described in clause (ii)(b) of note (1) above), exercisable, provided
that no Triggering Event has occurred.
/s/ J. Michael Kelly February 11, 1999
**SIGNATURE OF REPORTING PERSON DATE
*Capitalized terms used in the Explanation of Responses but not defined therein
have the respective meanings assigned to them in the Merger Agreement.
**INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
