SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 21, 1999
AMERICA ONLINE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 001-12143 54-1322110
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
22000 AOL Way, Dulles, Virginia 20166
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (703) 265-1000
Item 2. Acquisition or Disposition of Assets.
On May 21, 1999, America Online, Inc. ("America Online") completed the
acquisition of MovieFone, Inc. ("MovieFone") pursuant to the terms of the
previously reported Agreement and Plan of Merger, dated as of February 1, 1999
(the "Merger Agreement"), by and among America Online, a Delaware corporation,
MF Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary
of America Online ("MF"), and MovieFone, a Delaware corporation.
MF merged with and into MovieFone (the "Merger"), with MovieFone
surviving the Merger as a wholly-owned subsidiary of America Online, effective
as of May 21, 1999. Each share of MovieFone common stock was converted into the
right to receive 0.3339 of a share of America Online common stock. The
conversion ratio was determined through arm's length negotiations.
The Merger Agreement is incorporated herein by reference from America
Online's Current Report on Form 8-K for an event dated February 1, 1999 and is
listed herein as Exhibit 2.1. A copy of America Online's press release
announcing the effectiveness of the Merger is incorporated herein by reference
and included as Exhibit 99, herein. The foregoing description of such documents
is qualified in its entirety by reference to such Exhibits.
Item 5. Other Events
As previously reported, the Department of Labor is investigating the
applicability of the Fair Labor Standards Act (the "FLSA") to the Company's
Community Leader program. See the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1999. Former volunteers have sued the Company on
behalf of an alleged class consisting of current and former volunteers, alleging
violations of the FLSA and comparable state statutes. The Company believes the
claims have no merit and intends to defend them vigorously. The Company cannot
predict the outcome of the claims or whether other former or current volunteers
will file additional actions.
Item 7. Financial Statement, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. Not Applicable
(b) Pro Forma Financial Information. Not Applicable
(c) Exhibits.
Exhibit Description
No.
2.1 Agreement and Plan of Merger, dated as of February 1, 1999, by and
among America Online, Inc., MF Acquisition Corporation and MovieFone,
Inc. (filed as Exhibit 2.1 to America Online's Current Report on Form
8-K for an event dated February 1, 1999 and incorporated herein by
reference)
99 Press Release dated May 21, 1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICA ONLINE, INC.
By: /s/J. Michael Kelly
Name: J. Michael Kelly
Title: Senior Vice President,
Chief Financial Officer, Treasurer
and Assistant Secretary
Dated: May 27, 1999
Exhibit Index
Exhibit Description
No.
99 Press Release dated May 21, 1999
Exhibit 99
AMERICA ONLINE, INC. COMPLETES ACQUISITION OF MOVIEFONE, INC.
Dulles, VA, May 21, 1999 -- America Online, Inc. (NYSE: AOL) today announced
that it has completed the acquisition of MovieFone, Inc. (NASDAQ: MOFN). The new
brand will be called AOL MovieFone.
MovieFone stockholders approved the stock-for-stock, pooling-of-interests
transaction at a MovieFone stockholder meeting today in New York. Under the
terms of the agreement, MovieFone stockholders will receive 0.3339 shares of AOL
common stock for each share of MovieFone common stock.
MovieFone is the largest movie listing guide and ticketing service in the
country. Through its interactive telephone service (e.g. 777-FILM) and its
online sister service MovieFone.com., MovieFone provides millions of moviegoers
each week with a complete, free directory of movies, showtimes, theater
locations, and the ability to purchase tickets.
About America Online
Founded in 1985, America Online, Inc., based in Dulles, Virginia, is the world's
leader in interactive services, Web brands, Internet technologies, and
e-commerce services. America Online, Inc. operates: two worldwide Internet
services, America Online, with more than 17 million members, and CompuServe,
with approximately 2 million members; several leading Internet brands including
ICQ and Digital City, Inc.; the Netscape Netcenter and AOL.COM portals; and the
Netscape Navigator and Communicator browsers. Through its strategic alliance
with Sun Microsystems, the Company develops and offers easy-to-deploy,
end-to-end e-commerce and enterprise solutions for companies operating in the
Net Economy.
# # #5/21/99 6:36 PM
