SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-l(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
MOVIEFONE, INC.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
624598108
(CUSIP Number of Class of Securities)
Sheila A. Clark, Esq.
Senior Vice President, Legal,
Acting General Counsel and Secretary
America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166-9323
(703) 265-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Martin H. Levenglick, Esq.
Orrick, Herrington & Sutcliffe LLP
666 Fifth Avenue
New York, New York 10103
(212) 506-5000
February 1, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [__].
1. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
America Online, Inc.
54-1322110
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b)
1. SEC USE ONLY:
2. SOURCE OF FUNDS:
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e):
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
Number of Shares 7. Sole Voting Power 6,186,762 (1)
Beneficially Owned
by Each Reporting
Person with
8. Shared Voting Power 9,737,785 (2)
9. Sole Dispositive Power 6,186,762 (1)
10. Shared Dispositive Power 0 (2)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
15,924,547 (1) and (2)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11:
Approximately 85.6%
14. TYPE OF REPORTING PERSON:
CO
(1) 6,186,762 of the shares of Class A Common Stock, par value $0.01 per
share ("Issuer Class A Common Stock"), of MovieFone, Inc. (the
"Issuer") covered by this Schedule 13D are purchasable by the
Reporting Person upon exercise of an option granted to the Reporting
Person as of February 1, 1999 (the "Option"), and described in Items 3
and 4 of this Schedule 13D. Prior to the exercise of the Option, the
Reporting Person is not entitled to any rights as a stockholder of the
Issuer as to the shares of Issuer Class A Common Stock covered by the
Option. The Option may only be exercised upon the happening of certain
events referred to in Item 4, none of which has occurred as of the
date hereof. The Reporting Person expressly disclaims beneficial
ownership of any of the shares of Issuer Class A Common Stock which
are purchasable by the Reporting Person upon exercise of the Option
until such time as the Reporting Person purchases any such shares of
Issuer Class A Common Stock upon any such exercise. Based on the
number of shares of Issuer Class A Common Stock outstanding on
February 1, 1999, as represented by the Issuer in the Agreement and
Plan of Merger by and among the Issuer, the Reporting Person and MF
Acquisition Corporation, a Delaware corporation and a newly-formed
wholly owned direct subsidiary of the Reporting Person ("Newco"),
dated as of February 1, 1999 (the "Merger Agreement"), the number of
shares of Issuer Class A Common Stock subject to the Option represents
approximately 49.8% of the outstanding Shares (as defined below) (and
approximately 15.2% of the voting power of the outstanding Shares), or
approximately 33.3% of the Shares after giving effect to the exercise
of the Option (and approximately 14.0% of the voting power of the
outstanding Shares after giving effect to the exercise of the Option).
(2) 2,657,732 of the shares of the Issuer Class A Common Stock and
7,080,053 of the shares of Class B Common Stock, par value $0.01 per
share ("Issuer Class B Common Stock" and together with the Issuer Class
A Common Stock, "Issuer Common Stock" or "Shares") are subject to a
Stockholders Agreement dated as of February 1, 1999 (the "Stockholders
Agreement"), entered into by certain stockholders of the Issuer (the
"Stockholders") with the Reporting Person pursuant to which, among
other things, such Stockholders have agreed to vote, or cause the
Record Holder to vote, in person or by proxy, or to the extent written
consents are solicited, execute and deliver written consents with
respect to, all of the shares of Issuer Common Stock beneficially owned
by such Stockholders in favor of the proposed merger of Newco with and
into the Issuer. Pursuant to the Certificate of Incorporation of the
Issuer, each share of Issuer Class B Common Stock is convertible into
one share of Issuer Class A Common Stock and, prior to conversion, each
share of Issuer Class B Common Stock votes as five (5) shares of Issuer
Class A Common Stock. The Reporting Person expressly disclaims
beneficial ownership of any of the shares of Issuer Common Stock
covered by the Stockholders Agreement. Based on the number of shares of
Issuer Common Stock outstanding on February 1, 1999, as represented by
the Issuer in the Merger Agreement, the number of shares of Issuer
Common Stock indicated represents approximately 78.4% of the
outstanding shares of Issuer Common Stock (and approximately 93.4% of
the voting power of the outstanding shares of Issuer Common Stock),
excluding the shares of Issuer Common Stock issuable upon exercise of
the Option (as described in note (1) above).
Item 1. Security and Issuer.
This statement on Schedule 13D (the "Schedule 13D") relates to
the Class A Common Stock, par value $0.01 per share of MovieFone, Inc., a
Delaware corporation (the "Issuer"). The principal executive office of the
Issuer is located at 355 Madison Avenue, New York, New York 10017.
Item 2. Identity and Background.
(a)-(c) This Schedule 13D is filed by America Online, Inc., a
Delaware corporation (the "Reporting Person"). The address of the principal
business and principal office of the Reporting Person is 22000 AOL Way, Dulles,
Virginia 20166-9323. The Reporting Person is the world's leader in branded
interactive services and content.
As a result of entering into the Stockholders Agreement
described in Items 3 and 4 below, the Reporting Person may be deemed to have
formed a "group" with each of the Stockholders (as defined in Item 3 below), for
purposes of Section 13(d)(3) of the Act and Rule 13d-5(b)(1) thereunder. The
Reporting Person expressly declares that the filing of this Schedule 13D shall
not be construed as an admission by it that it has formed any such group.
To the best knowledge of the Reporting Person, the name of
each Stockholder and the number of Shares owned by each Stockholder is set forth
in Schedule A to the Stockholders Agreement, a copy of which is included as
Exhibit 3 to this Schedule 13D and which Schedule A is incorporated herein in
its entirety by reference. To the best knowledge of the Reporting Person, based
on the Issuer's 1998 Proxy Statement on Schedule 14A filed with the Securities
and Exchange Commission on April 30, 1999, the following Stockholders are
presently employed by the Issuer and the present principal occupation of each is
as follows:
Stockholder Present Principal Occupation
- ---------------------------------------------------------------------------
Andrew R. Jarecki Chief Executive Officer, Director
Adam Slutsky Chief Operating Officer, Chief Financial Officer,
Director
Robert Gukeisen Vice President, New Technologies
J. Russell Leatherman President, Director
Thomas A. Jarecki Senior Vice President, Operations
To the best of the Reporting Person's knowledge as of the date
hereof, the name, business address, present principal occupation or employment
and citizenship of each executive officer and director of the Reporting Person,
and the name, principal business and address of any corporation or other
organization in which such employment is conducted is set forth in Schedule I
hereto. The information contained in Schedule I is incorporated herein by
reference.
(d)-(e) During the last five years, neither the Reporting
Person nor, to the knowledge of the Reporting Person, any of the executive
officers or directors of the Reporting Person, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person entered into an Agreement and Plan of
Merger dated as of February 1, 1999 (the "Merger Agreement") among the Reporting
Person, Newco and the Issuer, providing for, among other things, the merger (the
"Merger") of Newco with and into the Issuer with the Issuer as the surviving
corporation, and pursuant to which each outstanding Share will be converted into
the right to receive a fraction of a share (based upon the Exchange Ratio set
forth in the Merger Agreement) of common stock, par value $0.01 per share, of
the Reporting Person. The Merger is subject to the approval of the Merger
Agreement by the Issuer's stockholders, the expiration of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and any other required regulatory approvals, and the satisfaction or
waiver of certain other conditions as more fully described in the Merger
Agreement.
As an inducement for the Reporting Person to enter into the
Merger Agreement and in consideration thereof, the Issuer and the Reporting
Person entered into that certain Stock Option Agreement (the "Option
Agreement"), dated as of February 1, 1999, whereby Issuer granted to the
Reporting Person an option (the "Option") to purchase, under certain
circumstances described therein, up to 6,186,762 shares of Issuer Class A Common
Stock at a purchase price per share equal to $29.25, as adjusted as provided
therein (the "Purchase Price"). Based on the number of Shares outstanding on
February 1, 1999 as represented by the Issuer in the Merger Agreement, the
Option would be exercisable for approximately 49.8% of the outstanding Shares
(and approximately 15.2% of the voting power of the outstanding Shares), or
approximately 33.3% of the Shares after giving effect to the exercise of the
Option (and approximately 14.0% of the voting power of the outstanding Shares
after giving effect to the exercise of the Option). The Reporting Person did not
pay additional consideration to the Issuer in connection with the Issuer
entering into the Option Agreement and granting the Option.
None of the Triggering Events (defined in Item 4 below)
permitting the exercise of the Option has occurred as of the date hereof. In the
event that the Option becomes exercisable and the Reporting Person wishes to
purchase the shares of Issuer Class A Common Stock subject thereto, the
Reporting Person anticipates that it would fund the exercise price with working
capital. See also Item 4 below.
As a further inducement for the Reporting Person to enter into
the Merger Agreement and in consideration thereof, certain trusts of which Henry
G. Jarecki is trustee, and a trust of which Andrew Jarecki is trustee, Divonne
Jarecki, Eugene D. Jarecki, Andrew Jarecki, Adam Slutsky, Thomas Jarecki, Robert
Gukeisen and J. Russell Leatherman (collectively, the "Stockholders"), entered
into a Stockholders Agreement (the "Stockholders Agreement"), dated as of
February 1, 1999, with the Reporting Person whereby the Stockholders agreed,
severally and not jointly, to vote all of the Shares beneficially owned by them
in favor of approval and adoption of the Merger, the Merger Agreement and the
transactions contemplated by the Merger Agreement. The Reporting Person did not
pay additional consideration to any Stockholder in connection with the execution
and delivery of the Stockholders Agreement.
References to, and descriptions of, the Merger Agreement, the
Option Agreement and the Stockholders Agreement, respectively, as set forth
above in this Item 3, are qualified in their entirety by reference to the copies
of the Merger Agreement, the Option Agreement and the Stockholders Agreement,
respectively, included as Exhibits 1, 2 and 3, respectively, to this Schedule
13D, and are incorporated in this Item 3 in their entirety, respectively, where
such references and descriptions appear.
Item 4. Purpose of the Transaction.
(a)-(j) The information set forth, or incorporated by
reference, in Item 3 is hereby incorporated herein by reference.
Pursuant to the Option Agreement, the Issuer has granted the
Reporting Person the Option. Upon the terms and subject to the conditions set
forth in the Option Agreement, the Reporting Person 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.
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) above) a Triggering Event or (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) above), exercisable, provided
that no Triggering Event has occurred.
Upon the occurrence of certain events set forth in the Option
Agreement, the Issuer is required to repurchase the Option and the Option Shares
held by the Reporting Person. In addition, the Option Agreement grants certain
registration rights to the Reporting Person with respect to the shares of Issuer
Class A Common Stock subject to the Option.
Pursuant to the Stockholders Agreement, the Stockholders have
agreed to vote all of the Shares beneficially owned by them in favor of the
approval and adoption of the Merger Agreement. The Stockholders Agreement
terminates upon the earlier to occur of the completion of the Merger or the
termination of the Merger Agreement. The name of each Stockholder and the number
of outstanding shares of Issuer Common Stock held by each Stockholder and
subject to the Stockholders Agreement are set forth on Schedule A to the
Stockholders Agreement which is incorporated herein by reference.
The purpose of the Option Agreement and the Stockholders
Agreement are to facilitate consummation of the Merger.
Upon consummation of the Merger as contemplated by the Merger
Agreement, (a) Newco will be merged into the Issuer, (b) the Board of Directors
of the Issuer will be replaced by the Board of Directors of Newco, (c) the
Certificate of Incorporation and Bylaws of the Issuer will be replaced by the
Certificate of Incorporation and Bylaws of Newco, (d) the Shares will cease to
be authorized for listing on the Nasdaq National Market and (e) the Shares will
become eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended.
References to, and descriptions of, the Merger Agreement, the
Option Agreement and the Stockholders Agreement, respectively, as set forth
above in this Item 4, are qualified in their entirety by reference to the copies
of the Merger Agreement, the Option Agreement and the Stockholders Agreement,
respectively, included as Exhibits 1, 2 and 3, respectively, to this Schedule
13D, and are incorporated in this Item 4 in their entirety, respectively, where
such references and descriptions appear. Capitalized terms used in Item 4 but
not otherwise defined herein have the respective meanings assigned to them in
the Merger Agreement.
Item 5. Interest in Securities of the Issuer.
(a)-(b) The number of shares of Issuer Class A Common Stock
covered by the Option is 6,186,762, which constitutes, based on the number of
Shares outstanding on February 1, 1999 as represented by the Issuer in the
Merger Agreement, approximately (i) 49.8% of the Shares (and approximately 15.2%
of the voting power of the Shares) outstanding prior to giving effect to the
exercise of the Option, or (ii) approximately 33.3% of the Shares (and
approximately 14.0% of the voting power of the Shares) that would be outstanding
after giving effect to the exercise of the Option.
Prior to the exercise of the Option, the Reporting Person (i)
is not entitled to any rights as a stockholder of Issuer as to the shares of
Issuer Class A Common Stock covered by the Option and (ii) disclaims any
beneficial ownership of the shares of Issuer Class A Common Stock which are
purchasable by the Reporting Person upon exercise of the Option because the
Option is exercisable only in the limited circumstances referred to in Item 4
above, none of which has occurred as of the date hereof. If the Option were
exercised, the Reporting Person would have the sole right to vote and to dispose
of the shares of Issuer Class A Common Stock issued as a result of such
exercise, subject to the terms and conditions of the Option Agreement. See the
information in Items 3 and 4 above with respect to the Option Agreement, which
information is incorporated herein by reference.
The number of Shares covered by the Stockholders Agreement is
9,737,785 (representing 2,657,732 shares of Issuer Class A Common Stock and
7,080,053 shares of Issuer Class B Common Stock), which constitutes
approximately 78.4% of the Issuer Common Stock, based on the number of Shares
outstanding on February 1, 1999, as represented by the Issuer in the Merger
Agreement (and represents approximately 93.4% of the voting power of the Issuer
Common Stock). Based on the number of Shares outstanding on February 1, 1999, as
represented by the Issuer in the Merger Agreement, and the number of Shares set
forth in Schedule A to the Stockholders Agreement, certain trusts (including
Shares held by trusts listed on such Schedule A of which the Reporting Person
understands, based solely on information supplied by the Issuer, Mr. Henry G.
Jarecki or Mr. Andrew Jarecki is trustee), Mr. Slutsky, Mr. Leatherman and Mr.
Gukeisen, beneficially own, respectively, 33.2%, 1.9%, 3.1% and 6.9% of the
outstanding Issuer Class A Common Stock and 100%, 0%, 0% and 0% of the
outstanding Issuer Class B Common Stock.
By virtue of the Stockholders Agreement, the Reporting Person
may be deemed to share with the respective Stockholders the power to vote Shares
subject to the Stockholders Agreement. However, the Reporting Person (i) is not
entitled to any rights as a stockholder of Issuer as to the Shares covered by
the Stockholders Agreement and (ii) disclaims any beneficial ownership of the
shares of Issuer Common Stock which are covered by the Stockholders Agreement.
See the information in Item 2 with respect to the Stockholders and the
information in Items 3 and 4 with respect to the Stockholders Agreement, which
information is incorporated herein by reference.
(c) Other than as set forth in this Item 5(a)-(b), to the best
of the Reporting Person's knowledge as of the date hereof (i) neither the
Reporting Person nor any subsidiary or affiliate of the Reporting Person nor any
of the Reporting Person's executive officers or directors, beneficially owns any
shares of Issuer Common Stock, and (ii) there have been no transactions in the
shares of Issuer Common Stock effected during the past 60 days by the Reporting
Person, nor to the best of the Reporting Person's knowledge, by any subsidiary
or affiliate of the Reporting Person or any of the Reporting Person's executive
officers of directors.
(d) No other person is known by the Reporting Person to have
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Issuer Common Stock obtainable by the
Reporting Person upon exercise of the Option.
(e) Not applicable.
Reference to, and descriptions of, the Merger Agreement,
Option Agreement and Stockholders Agreement, respectively, as set forth in this
Item 5, are qualified in their entirety by reference to the copies of the Merger
Agreement, the Option Agreement and the Stockholders Agreement, respectively,
included as Exhibits 1, 2 and 3, respectively, to this Schedule 13D, and
incorporated in this Item 5 in their entirety, respectively, where such
references and descriptions appear.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The information set forth, or incorporated by reference, in
Items 3 through 5 is hereby incorporated herein by reference. Copies of the
Merger Agreement, the Option Agreement and the Stockholders Agreement are
included as Exhibits 1, 2 and 3, respectively, to this Schedule 13D. To the best
of the Reporting Person's knowledge, except as described in this Schedule 13D,
there are at present no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 above, and between any
such persons and any person, which respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit Description
1. Agreement and Plan of Merger, dated as of February 1, 1999 among
America Online, Inc., MF Acquisition Corporation and MovieFone, Inc.
including the Stockholders Agreement, dated as of February 1, 1999,
among America Online, Inc. and each of the parties identified on
Schedule A attached thereto, and the Stock Option Agreement, dated as
of February 1, 1999, between America Online, Inc. and MovieFone, Inc.
(Filed as Exhibit 2.1 to the Reporting Person's Current Report on Form
8-K for the event on February 1, 1999 and hereby incorporated by
reference.)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that this statement is true, complete and correct.
AMERICA ONLINE, INC.
By: /s/J. Michael Kelly
Name: J. Michael Kelly
Title: Senior Vice President, Chief Financial
Officer, Treasurer and Assistant Secretary
Dated: February 11, 1999
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF AMERICA ONLINE, INC.
The following table sets forth the name, business address and
present principal occupation or employment of each director and executive
officer of the Reporting Person. Except as indicated below, each such person
is a U.S. citizen, and the business address of each such person is 22000 AOL
Way, Dulles, Virginia 20166-9323.
Board of Directors
Name and Title Present Principal Occupation
- -------------- ----------------------------
Stephen M. Case, Chief Executive Officer and
Chairman of the Board Chairman of the Board; America Online, Inc.
Daniel F. Akerson, Chairman of the Board and Chief Executive
Director Officer; Nextel Communications, Inc.
Frank J. Caufield, General Partner;
Director Kleiner Perkins Caufield & Byers
General Alexander M. Haig, Jr., Chairman and President;
Director Worldwide Associates, Inc.
William N. Melton, President and Chief Executive Officer;
Director CyberCash, Inc.
Dr. Thomas Middelhoff*, Chairman of the Board;
Director Bertelsmann AG
Robert W. Pittman, President and Chief Operating Officer;
Director America Online, Inc.
General Colin L. Powell, Chairman;
Director America's Promise: The Alliance for Youth
Franklin D. Raines, Chairman and Chief Executive Officer; Fannie Mae
Director
*German Citizen
Executive Officers Who Are Not Directors
Name Title and Present Principal Occupation
Kathryn A. Bushkin Senior Vice President, Chief Communications Officer;
America Online, Inc.
Miles R. Gilburne Senior Vice President, Corporate Development; America
Online, Inc.
J. Michael Kelly Senior Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary;
America Online, Inc.
Lennert J. Leader President, AOL Investments;
America Online, Inc.
James MacGuidwin Vice President, Chief Accounting and Budget Officer and
Controller;
America Online, Inc.
Kenneth J. Novack Vice Chairman;
America Online, Inc.
George Vradenburg, III Senior Vice President, Global and Strategic Policy;
America Online, Inc.
The present principal occupation of each of the named executive officers is
the same as the named position held with America Online, Inc.
EXHIBIT INDEX
Exhibit Description
1. Agreement and Plan of Merger, dated as of February 1, 1999 among
America Online, Inc., MF Acquisition Corporation and MovieFone, Inc.
including the Stockholders Agreement, dated as of February 1, 1999,
among America Online, Inc. and each of the parties identified on
Schedule A attached thereto, and the Stock Option Agreement, dated as
of February 1, 1999, between America Online, Inc. and MovieFone, Inc.
(Filed as Exhibit 2.1 to the Reporting Person's Current Report on Form
8-K for the event on February 1, 1999 and hereby incorporated by
reference.)
