SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )(1)
MAPQUEST.COM, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
565644101
(CUSIP Number)
Sheila A. Clark, Esq.
Senior Vice President, Legal,
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:
Philip T. Ruegger III, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
December 21, 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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
(Page 1 of 12 Pages)
<PAGE>
CUSIP No. 565644101 13D Page 2 of 12 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
America Online, Inc.
54-1322110
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
3,571,661 (1)
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY 25,917,061 (2)
OWNED BY
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
3,571,661 (1)
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH 0 (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,488,722
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[-]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 82.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) 3,571,661 shares of Common Stock (as defined in this Schedule 13D) of
MapQuest.com, Inc. (the "Issuer") covered by this Schedule 13D are
purchasable by America Online, Inc. (the "Reporting Person") upon exercise
of an option granted to the Reporting Person as of December 21, 1999 and
described in Items 3 and 4 of this Schedule 13D (the "Option"). 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 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 Common Stock that are purchasable by the
Reporting Person upon exercise of the Option until such time as the
Reporting Person purchases any such shares of Common Stock upon any such
exercise. Based on the number of shares of Common Stock outstanding on
December 20, 1999, as represented by the Issuer in the Agreement and Plan
of Merger, dated as of December 21, 1999, among the Reporting Person, MQ
Acquisition, Inc., a Delaware corporation and a wholly owned direct
subsidiary of the Reporting Person ("Merger Sub"), and the Issuer, the
number of shares of Common Stock subject to the Option represents
approximately 10.0% of the outstanding shares of Common Stock (and
approximately 10.0% of the voting power of the outstanding shares of Common
Stock), or approximately 9.1% of the shares of Common Stock after giving
effect to the exercise of the Option (and approximately 9.1% of the voting
power of the outstanding shares of Common Stock after giving effect to the
exercise of the Option).
(2) 25,917,061 of the shares of Common Stock are subject to a Stockholders
Agreement, dated as of December 21, 1999 (the "Stockholders Agreement"),
among the Reporting Person, Merger Sub and certain stockholders of the
Issuer (collectively referred to as the "Stockholders"), pursuant to which,
among other things, such Stockholders, severally and not jointly, 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 Common Stock
beneficially owned by such Stockholders in favor of the proposed merger of
Merger Sub with and into the Issuer. The Reporting Person expressly
disclaims beneficial ownership of any of the shares of Common Stock covered
by the Stockholders Agreement. Based on the number of shares of Common
Stock outstanding on December 20, 1999, as represented by the Issuer in the
Merger Agreement, the number of shares of Common Stock covered by the
Stockholders Agreement represents approximately 72.6% of the outstanding
shares of Common Stock (and approximately 72.6% of the voting power of the
outstanding shares of Common Stock), excluding the shares of Common Stock
issuable upon exercise of the Option (as described in note (1) above).
<PAGE>
CUSIP No. 565644101 13D Page 3 of 12 Pages
Item 1. Security and Issuer.
This statement on Schedule 13D (the "Schedule 13D") relates to
the Common Stock, par value $0.001 per share (the "Common Stock"), of
MapQuest.com, Inc., a Delaware corporation (the "Issuer"). The addresses of the
principal executive office of the Issuer is 3710 Hempland Road, Mountville, PA
17554.
Item 2. Identity and Background.
(a) - (d), (g) This Schedule 13D is filed by America Online,
Inc., a Delaware corporation (the "Reporting Person"). The address of the
principal executive 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.
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.
(e)-(f) 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 listed in Schedule I hereto, has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has 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 December 21, 1999 (the "Merger Agreement") among the
Reporting Person, MQ Acquisition, Inc., a wholly owned subsidiary of the
Reporting Person ("Merger Sub"), and the Issuer, providing for, among other
things, the merger (the "Merger") of Merger Sub 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 0.31558 of a share 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 a Stock Option Agreement (the "Option Agreement"), dated as
of December 21, 1999, whereby the Issuer granted to the Reporting Person an
option (the "Option") to purchase, under certain circumstances described
therein, up to 3,571,661 shares of Common Stock at a purchase price per share
equal to $27.00 per share, as adjusted as provided therein (the "Purchase
Price"). Based on the number of shares of Common Stock outstanding on December
20, 1999 as represented by the Issuer in the Merger Agreement, the Option would
be exercisable for approximately 10.0% of the outstanding shares of Common Stock
(and approximately 10.0% of the voting power of the outstanding shares of Common
Stock), or approximately 9.1% of the shares of Common Stock after giving effect
to the exercise of the Option (and approximately 9.1% of the voting power of the
outstanding shares of Common Stock 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.
As a further inducement for the Reporting Person to enter into
the Merger Agreement and in consideration thereof, the Reporting Person, Merger
Sub and certain stockholders of the Issuer (collectively, the "Stockholders")
entered into a Stockholders Agreement (the "Stockholders Agreement"), dated as
of December 21, 1999, whereby the Stockholders agreed, severally and not
jointly, to vote all of the shares of Common Stock beneficially owned by them in
favor of the approval and adoption of the Merger Agreement, the Merger and any
action required in furtherance thereof. 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 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 included as
Exhibits 1, 2 and 3, respectively, to this Schedule 13D, and are incorporated in
this Item 3 in their entirety 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 or from time to time following the occurrence of
certain events (each, a "Triggering Event"). In general, Triggering Events
include: the termination of the Merger Agreement by reason of (i) the failure of
the Issuer's stockholders to approve and adopt the Merger Agreement; (ii) the
Board of Directors of the Issuer having (1) approved or recommended, or proposed
to approve or recommend, any Acquisition Proposal (as defined in the Merger
Agreement) other than the Merger, (2) failed to present and recommend the
approval and adoption of the Merger Agreement and the Merger to the stockholders
of the Issuer, or withdrawn or modified, or proposed to withdraw or modify, in a
manner adverse to the Reporting Person or Merger Sub, its approval or
recommendation of the Merger, the Merger Agreement or the transactions
contemplated thereby, (3) failed to mail the proxy statement relating to the
approval of the Merger Agreement to the Issuer's stockholders when such proxy
statement is available for mailing or failed to include therein such approval
and recommendation; (4) upon a request by the Reporting Person, failed to
publicly reaffirm, within two business days from such request, the approval and
recommendation of the Merger, the Merger Agreement or the transactions
contemplated thereby, (5) entered, or caused the Issuer or any of its material
subsidiaries to enter, into any letter of intent, agreement in principle,
acquisition agreement or other similar agreement related to any Acquisition
Proposal, (6) taken any action prohibited by Section 4.2 the Merger Agreement
(relating to restrictions on soliciting, approving and taking other actions with
respect to Acquisition Proposals), (7) materially breached the Option Agreement
or (8) resolved or announced its intention to do any of the foregoing; (iii) a
third party acquiring beneficial ownership or the right to acquire 20% or more
of outstanding shares of capital stock or other equity interests of the Issuer
or any material subsidiary; (iv) the Issuer willfully breaching any of its
covenants contained in the Merger Agreement, and (v) any of the Stockholders
breaching or failing to perform, in any material respect, any representation,
warranty, covenant or agreement contained in the Stockholders Agreement such
that the breach or failure to perform has a material adverse effect on or
materially impedes the ability of the parties to consummate the Merger.
The Option expires on the date which is one year from the date
of termination of the Merger Agreement. In addition, the Option will terminate
at the earliest of (i) the completion of the Merger or (ii) the termination of
the Merger Agreement other than under circumstances which constitute a
Triggering Event. Notwithstanding the termination of the Option, the Reporting
Person shall be entitled to purchase those shares of Common Stock with respect
to which it may have exercised the Option in accordance with its terms prior to
the expiration date.
Upon the occurrence of certain events set forth in the Option
Agreement, the Issuer is required to repurchase the Option and the shares of
Common Stock issued pursuant to the Option to the Reporting Person. In addition,
the Option Agreement grants certain registration rights to the Reporting Person
with respect to the shares of Common Stock subject to the Option.
Pursuant to the Stockholders Agreement, the Stockholders have
agreed, among other things, to vote all of the shares of Common Stock
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 Common Stock
held by each Stockholder and subject to the Stockholders Agreement are set forth
on the signature pages thereto and are incorporated herein by reference.
Upon consummation of the Merger as contemplated by the Merger
Agreement, (a) Merger Sub will be merged with and into the Issuer, (b) the Board
of Directors of the Issuer will be replaced by the Board of Directors of Merger
Sub, (c) the Certificate of Incorporation and Bylaws of the Issuer will be
replaced by the Certificate of Incorporation and Bylaws of Merger Sub, (d) the
shares of Common Stock will cease to be authorized for listing on the NASDAQ
National Market and (e) the shares of Common Stock 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 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 included as
Exhibits 1, 2 and 3, respectively, to this Schedule 13D, and are incorporated in
this Item 4 in their entirety 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 Common Stock covered by the
Option is 3,571,661, which constitutes, based on the number of shares of Common
Stock outstanding on December 20, 1999 as represented by the Issuer in the
Merger Agreement, approximately (i) 10.0% of the shares of Common Stock (and
approximately 10.0% of the voting power of the shares of Common Stock)
outstanding prior to giving effect to the exercise of the Option, or (ii)
approximately 9.1% of the shares of Common Stock (and approximately 9.1% of the
voting power of the shares of Common Stock) 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 the Issuer as to the shares of
Common Stock covered by the Option and (ii) disclaims any beneficial ownership
of the shares of Common Stock which the Reporting Person may purchase 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 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 of Common Stock covered by the
Stockholders Agreement is 25,917,061 (representing approximately 72.6% of the
voting power of shares of Common Stock outstanding on December 20, 1999, as
represented by the Issuer in the Merger Agreement.
By virtue of the Stockholders Agreement, the Reporting Person
may be deemed to share with the Stockholders the power to vote shares of Common
Stock 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 of
Common Stock covered by the Stockholders Agreement and (ii) expressly disclaims
any beneficial ownership of the shares of Common Stock 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 Common Stock, and (ii) there have been no transactions in the shares
of 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 shares of 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 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 included as Exhibits 1, 2
and 3, respectively, to this Schedule 13D, and incorporated in this Item 5 in
their entirety 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 other contracts, arrangements, understandings or
relationships among the persons named in Item 2 above, and between any such
persons and any person, with 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 December 21, 1999, among
America Online, Inc., MQ Acquisition, Inc. and MapQuest.com, Inc.
(filed as Exhibit 2.1 to the Reporting Person's Current Report on Form
8-K dated December 21, 1999 and incorporated herein by reference).
2. Stock Option Agreement, dated as of December 21, 1999, between America
Online, Inc. and MapQuest.com, Inc. (filed as Exhibit 2.2 to the
Reporting Person's Current Report on Form 8-K dated December 21, 1999
and incorporated herein by reference).
3. Stockholders Agreement, dated as of December 21, 1999, among America
Online, Inc., MQ Acquisition, Inc. and the several stockholders of
MapQuest.com, Inc. named therein (filed as Exhibit 2.3 to the Reporting
Person's Current Report on Form 8-K dated December 21, 1999 and
incorporated herein by reference).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in 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
Dated: January 3, 2000
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.
<TABLE>
Board of Directors
Name and Title Present Principal Occupation
<S> <C>
Stephen M. Case, Chairman of the Board and Chief Executive Officer; America Online,
Chairman of the Board Inc.
Daniel F. Akerson, Chairman of the Board and Chief Executive Officer;
Director NextLink Communications, Inc.
James L. Barksdale, Managing Partner;
Director The Barksdale Group
Frank J. Caufield, General Partner;
Director Kleiner Perkins Caufield & Byers
Miles R. Gilburne, [Senior Vice President, Corporate Development;
Director America Online, Inc.?]
General Alexander M. Haig, Jr., Chairman and President;
Direct Worldwide Associates, 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;
Director Fannie Mae
Marjorie M. Scardino, Chief Executive Officer;
Director Pearson PLC
*German Citizen
</TABLE>
<PAGE>
<TABLE>
Executive Officers Who Are Not Directors
Name Title and Present Principal Occupation
<S> <C>
Paul T. Cappuccio Senior Vice President and General Counsel;
America Online, Inc.
J. Michael Kelly Senior Vice President, Chief Financial Officer and Assistant
Secretary;
America Online, Inc.
James F. MacGuidwin Vice President, Controller and Chief Accounting & Budget Officer;
America Online, Inc.
Kenneth B. Lerer
Senior Vice President;
America Online, Inc.
Kenneth J. Novack
Vice Chairman;
America Online, Inc.
William J. Raduchel Senior Vice President and Chief Technology Officer;
America Online, Inc.
George Vradenburg, III Senior Vice President, Global and Strategic Policy;
America Online, Inc.
</TABLE>
The present principal occupation of each of the named executive
officers is the same as the named position(s) held with America Online, Inc.
<PAGE>
EXHIBIT INDEX
Exhibit Description
1. Agreement and Plan of Merger, dated as of December 21, 1999, among
America Online, Inc., MQ Acquisition, Inc. and MapQuest.com, Inc.
(filed as Exhibit 2.1 to the Reporting Person's Current Report on Form
8-K dated December 21, 1999 and incorporated herein by reference).
2. Stock Option Agreement, dated as of December 21, 1999, between America
Online, Inc. and MapQuest.com, Inc. (filed as Exhibit 2.2 to the
Reporting Person's Current Report on Form 8-K dated December 21, 1999
and incorporated herein by reference).
3. Stockholders Agreement, dated as of December 21, 1999, among America
Online, Inc., MQ Acquisition, Inc. and the several stockholders of
MapQuest.com, Inc. named therein (filed as Exhibit 2.3 to the Reporting
Person's Current Report on Form 8-K dated December 21, 1999 and
incorporated herein by reference).
