As filed with the Securities and Exchange Commission on May 25, 2000
Registration No. 333-30204
SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICA ONLINE, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1322110
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
22000 AOL Way, Dulles, Virginia 20166-9323 (703) 265-1000
(Address, including zip code, and telephone, including area code,
of registrant's principal executive offices)
Stephen M. Case
Chief Executive Officer
America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166-9323
(703) 265-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Paul T. Cappuccio, Esq.
Senior Vice President and General Counsel
America Online, Inc.
22000 AOL Way
Dulles, Virginia 20166-9323
(703) 265-1000
Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[ ]
The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PROSPECTUS
2,741,011 Shares of Common Stock
AMERICA ONLINE, INC.
This prospectus relates to the public offering, which is not being
underwritten, of 2,741,011 shares of our common stock which is held by the
selling stockholders listed on pages 8 through 10. The selling stockholders may
offer their shares of common stock through public or private transactions, on
or off the New York Stock Exchange, at prevailing market prices, or at
privately negotiated prices. We will not receive any of the proceeds from the
sale of the shares.
Our common stock is listed on the New York Stock Exchange, under the
symbol "AOL." On May 22, 2000 the last reported sale price for the common stock
was $52.250 per share.
You should carefully consider the risk factors beginning on page 4 of
this prospectus before purchasing any of the securities offered by this
prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is ,2000.
The Company
Founded in 1985, America Online is the world's leader in interactive
services, Web brands, Internet technologies and electronic commerce services.
America Online has two major lines of businesses organized into four
product groups:
- - the Interactive Online Services business, comprised of the Interactive
Services Group, the Interactive Properties Group and the AOL
International Group; and
- - the Enterprise Solutions business, comprised of the Netscape Enterprise
Group.
The product groups are described below.
The Interactive Services Group develops and operates branded
interactive services, including:
- - the AOL service, a worldwide Internet online service with more than 22
million members;
- - the CompuServe service, a worldwide Internet online service with more
than 2.5 million members;
- - the Netscape Netcenter, an Internet portal with more than 25 million
registered users;
- - the AOL.COM Internet portal; and
- - the Netscape Communicator client software, including the Netscape
Navigator browser.
The Interactive Properties Group is built around branded properties
that operate across multiple services and platforms, such as:
- - Digital City, Inc., the leading local online network and community
guide on the AOL service and the Internet based on the number of
visitors per month;
- - ICQ, the world's leading communications portal that provides instant
communications and chat technology based on the number of registered
users;
- - MovieFone, Inc., the nation's No. 1 movie guide and ticketing service
based on the number of users, is provided through an interactive
telephone service and on the AOL service and the Internet; and
- - Internet music brands Spinner.com, Winamp and SHOUTcast.
The AOL International Group oversees the AOL and CompuServe operations
outside the United States, as well as the Netscape Online service in the United
Kingdom.
The Netscape Enterprise Group focuses on providing businesses a range
of software products, technical support, consulting and training services. These
products and services enable businesses and users to share information, manage
networks and facilitate electronic commerce.
America Online also has a strategic alliance with Sun Microsystems,
Inc., a leader in network computing products and services, to accelerate the
growth of electronic commerce. Through the alliance, the two companies develop
and market to business enterprises, client software and network application and
server software for electronic commerce, extended communities and connectivity,
including software based in part on the Netscape Enterprise Group code base, on
Sun code and technology and on certain America Online services features.
Recent Developments. On March 17, 2000, America Online and Bertelsmann
AG announced a global alliance to expand the distribution of Bertelsmann's media
content and electronic commerce properties over America Online's interactive
brands worldwide. America Online and Bertelsmann also announced an agreement to
restructure their interests in the AOL Europe and AOL Australia joint ventures.
This restructuring consists of a put and call arrangement for America Online to
purchase, in two installments, Bertelsmann's 50% interest in AOL Europe for
consideration ranging from $6.75 billion to $8.25 billion, payable at America
Online's option in cash, America Online stock (or AOL Time Warner stock, if the
merger has closed) or a combination of cash and stock. Bertelsmann has the right
to require America Online to purchase 80% of its 50% interest in AOL Europe on
January 31, 2002 for $5.3 billion and the remainder on July 1, 2002 for $1.45
billion. If Bertelsmann fails to exercise its put rights, America Online has the
right to purchase 80% of Bertelsmann's 50% interest in AOL Europe between
January 15, 2002 and January 15, 2003 for $6.5 billion and the remainder between
June 30, 2002 and June 30, 2003 for $1.75 billion. In addition, the parties
agreed that America Online would take immediate ownership of Bertelsmann's 50%
interest in the parties' AOL Australia joint venture, subject to receipt of
necessary regulatory approvals. Because Bertelsmann's first put option will not
close until January 31, 2002, if exercised, America Online has not determined
yet how it will fund the payment of the purchase price for its purchases of
Bertelsmann's interest in AOL Europe. America Online cannot predict if
Bertelsmann will exercise its put rights, and America Online's call rights are
not exercisable unless Bertelsmann fails to exercise its put rights. If
Bertelsmann does not exercise its put rights, America Online will consider all
pertinent factors at such time and during the exercisability period of its call
rights in determining whether to exercise its call rights, including the
performance and perceived value of AOL Europe at such time, conditions in the
markets where AOL Europe operates, financial market conditions and America
Online's (or AOL Time Warner's) business plans and financial situation. For the
year ended June 30, 1999, AOL Europe's revenues are less than 10% of America
Online's revenues and AOL Europe's net loss is less than 5% of America Online's
net income. America Online anticipates that the primary impact of the potential
acquisition of Bertelsmann's interest in AOL Europe on results of operations
would be the amortization of $1 billion to $1.5 billion of goodwill each year.
America Online does not anticipate an adverse impact from the potential
acquisition on America Online's financial position because it will have the
ability to pay the purchase price either in stock or cash, or a combination of
the two, at its option. America Online believes it will have adequate resources
from its cash reserves or from accessing the capital markets to make the
required payment upon exercise of a put or call right, should it decide to pay
in cash, and that following the merger, AOL Time Warner will be in a stronger
position to make such payments than America Online alone would be.
On January 10, 2000, America Online entered into a merger agreement with
Time Warner Inc. pursuant to which each of America Online and Time Warner would
become wholly owned subsidiaries of a new parent company named AOL Time Warner
Inc. In that merger, subject to the terms and conditions of the merger agreement
with Time Warner, each share of America Online common stock will be converted
into one share of AOL Time Warner common stock and each share of Time Warner
common stock and series common stock will be converted into 1.5 shares of AOL
Time Warner common stock and series common stock, respectively, and each share
of Time Warner preferred stock will be converted into a substantially identical
share of AOL Time Warner preferred stock. If the merger with Time Warner occurs,
the stockholders of America Online will become stockholders of AOL Time Warner,
whose business will consist of the current businesses of America Online and Time
Warner.
Additionally, on December 21, 1999, America Online and MapQuest.com,
Inc. entered into a merger agreement pursuant to which MapQuest, a leader in
online destination information solutions, will become a wholly owned subsidiary
of America Online. The merger is subject to customary conditions, including
regulatory consents and MapQuest stockholder approval, and is expected to be
completed prior to the merger of America Online and Time Warner.
The mergers with Time Warner and MapQuest are subject to a number of
conditions, including regulatory approvals and, with respect to the merger with
Time Warner, the approval of the stockholders of each of America Online and Time
Warner, and with respect to the merger with MapQuest, the approval of the
stockholders of MapQuest. America Online has filed a registration statement on
Form S-4 relating to the merger with MapQuest and AOL Time Warner has filed a
registration statement on Form S-4 relating to the merger with Time Warner. You
are encouraged to read those documents and the documents filed by America Online
with the Securities and Exchange Commission that are incorporated herein by
reference. See "Where You Can Find More Information" on pages 6 and 7.
America Online has been named as a defendant in several class action
lawsuits that have been filed in state and federal courts. The complaints in
these lawsuits contend that consumers and competing Internet service providers
have been injured because of the default selection features in AOL 5.0. These
cases are at a preliminary stage, but America Online does not believe they have
merit and intends to contest them vigorously.
America Online was incorporated in Delaware on May 24, 1985. The
principal executive offices are located at 22000 AOL Way, Dulles, Virginia
20166-9323. Our telephone number at that address is (703) 265-1000.
Risk Factors
Before purchasing the shares offered by this prospectus, you should
carefully consider the risks described below, in addition to the other
information presented in this prospectus or incorporated by reference into this
prospectus. If any of the following risks actually occur, they could seriously
harm our business, financial condition or results of operations. In such case,
the trading price of our common stock could decline and you may lose all or part
of your investment.
America Online has Entered Into Merger Agreements With Time Warner and MapQuest
America Online has entered into a merger agreement with Time Warner
Inc. pursuant to which each of America Online and Time Warner would become
wholly owned subsidiaries of a new parent company named AOL Time Warner. In that
merger, subject to the terms and conditions of the merger agreement with Time
Warner, each share of America Online common stock will be converted into one
share of AOL Time Warner common stock and each share of Time Warner common stock
and series common stock will be converted into 1.5 shares of AOL Time Warner
common stock and series common stock, respectively, and each share of Time
Warner preferred stock will be converted into a substantially identical share of
AOL Time Warner preferred stock. If the merger with Time Warner occurs, each
stockholder of America Online will become a stockholder of AOL Time Warner,
whose business will consist of the current businesses of America Online and Time
Warner.
Additionally, America Online entered into a merger agreement with
MapQuest.com, Inc., pursuant to which MapQuest would be merged into a newly
formed subsidiary of America Online and become a wholly owned subsidiary of
America Online. The merger with MapQuest is expected to be completed prior to
the completion of the merger with Time Warner.
The mergers with Time Warner and MapQuest are subject to a number of
conditions. There can be no assurance that the mergers with Time Warner and
MapQuest will occur or, if they do occur, their effect on the stock price,
results of operations or financial condition of America Online or AOL Time
Warner.
The Price of our Common Stock is Volatile
The trading price of our common stock has been and may continue to be
subject to wide fluctuations over short and long periods of time. During the
twelve months ending December 31, 1999, the closing sale prices of our common
stock on the New York Stock Exchange ranged from $35.11 to $93.94. Our stock
price may fluctuate in response to a number of events and factors, such as:
- - quarterly variations in financial results and membership growth and
usage
- - the announcement of technological innovations, mergers, acquisitions,
strategic partnerships or new product offerings by America Online or
its competitors
- - the entrance of new competitors into the online services market
- - changes in financial estimates and recommendations by securities
analysts and news reports relating to trends in the Internet-related
markets
- - the operating and stock price performance of other companies that
investors may deem comparable
In addition, the market prices for Internet-related companies have
experienced volatility that often has not been directly related to the operating
performance of such companies. Market and industry fluctuations may adversely
affect the price of our common stock, regardless of our operating performance.
Where You Can Find More Information
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document we file with the Commission at the Commission's public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the Commission at 1-800-SEC-0330 for further information on the public reference
room. Our Commission filings are also available to the public at the
Commission's web site at http://www.sec.gov.
The Commission allows us to "incorporate by reference" the information
we file with them, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus, and information that we file later
with the Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the Commission under Sections 13(a), 13(c ), 14 or 15(d) of the
Securities Exchange Act prior to the termination of the offerings described in
this prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1999, as filed with the Commission on August 13, 1999
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (File No. 001-12143).
(b) The Company's Quarterly Report on Form 10-Q, for the quarterly period
ended September 30, 1999, as filed with the Commission on November 2,
1999, pursuant to the Exchange Act (File No. 001-12143).
(c) The Company's Quarterly Report on Form 10-Q, for the quarterly period
ended December 31, 1999, as filed with the Commission on February 14,
2000, pursuant to the Exchange Act (File No. 001-12143).
(d) The Company's Quarterly Report on Form 10-Q/A, for the quarterly
period ended March 31, 2000, which contains financial statements and
related information that restate and supersede the financial
statements and related information in America Online's Annual Report
on Form 10-K for the fiscal year ended June 30, 1999, filed with the
Commission on August 13, 1999, pursuant to the Exchange Act (File No.
001-12143).
(e) The Company's Proxy Statement on Schedule 14A for the Company's 1999
Annual Meeting (File No. 001-12143 and filing date of September 24,
1999).
(f) The Company's Current Report on Form 8-K dated December 1, 1999 (File
No. 001-12143 and filing date of December 2, 1999).
(g) The Company's Current Report on Form 8-K dated December 21, 1999 (File
No. 001-12143 and filing date of January 3, 2000).
(h) The Company's Current Report on Form 8-K dated January 10, 2000 (File
No. 001-12143 and filing date of January 14, 2000).
(i) The Company's Current Report on Form 8-K dated January 19, 2000 (File
No. 001-12143 and filing date of January 20, 2000).
(j) The Company's Current Report on Form 8-K dated January 10, 2000 (File
No. 001-12143 and filing date of February 11, 2000).
(k) The Company's Current Report on Form 8-K dated March 17, 2000 (File
No. 001-12143 and filing date of March 24, 2000).
(l) The Company's Current Report on Form 8-K dated April 3, 2000 (File No.
001-12143 and filing date of April 3, 2000).
(m) The Company's Current Report on Form 8-K dated April 18, 2000 (File
No. 001-12143 and filing date of April 21, 2000).
(n) The Company's Current Report on Form 8-K dated May 23, 2000 (File No.
001-12143 and filing date of May 23, 2000).
(o) The descriptions of the Company's Common Stock, including preferred
stock purchase rights, which are contained in registration statements
on Forms 8-A under the Exchange Act, including any amendments or
reports filed for the purpose of updating such description.
You may request a copy of these filings, at no cost, by writing or
telephoning as follows:
America Online, Inc.
Attention: Investor Relations
22000 AOL Way
Dulles, VA 20166
(703) 265-2741
AOL [email protected]
This prospectus is part of a registration statement on Form S-3 we
filed with the SEC under the Securities Act. You should rely only on the
information or representations provided in this prospectus. We have authorized
no one to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus is accurate as of any date other
than the date on the front of the document.
Forward-Looking Statements
This prospectus and the documents incorporated by reference in this
prospectus contain forward-looking statements. These forward-looking statements
are based on our current expectations, estimates and projections about our
industry, management's beliefs and certain assumptions made by us. Words such as
"anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates"
and variations of these words or similar expressions are intended to identify
forward-looking statements. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and assumptions that
are difficult to predict. Therefore, our actual results could differ materially
from those expressed or forecasted in any forward-looking statements as a result
of a variety of factors, including those set forth in "Risk Factors" above and
elsewhere in, or incorporated by reference into, this prospectus. We undertake
no obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur in the future.
Use of Proceeds
The selling stockholders are offering all of the shares of common stock
covered by this prospectus. We will not receive any proceeds from the sale of
these shares.
Selling Stockholders
The following table sets forth the number of shares owned by each of
the selling stockholders and the number of shares issuable to certain
stockholders upon exercise by those stockholders of warrants held by such
stockholders. All information contained in the table below is based upon their
beneficial ownership as of February 11, 2000. We are not able to estimate the
amount of shares that will be held by the selling stockholders after the
completion of this offering because the selling stockholders may offer all or
some of their shares and because there currently are no agreements, arrangements
or understandings with respect to the sale of any of their shares. The following
table assumes that all of the shares being registered will be sold. The selling
stockholders are not making any representation that any shares covered by the
prospectus will be offered for sale. The selling stockholders reserve the right
to accept or reject, in whole or in part, any proposed sale of shares.
<TABLE>
Number of Shares Number of Shares Percent of Outstanding
Beneficially Registered for Shares After
Name of Selling Stockholder Owned Sale Hereby The Offering
--------------------------- ----- ----------- ------------
<S> <C> <C> <C>
Acorn Ventures Inc. (1) 36,218 25,806 --
Scott Anderson (2) 49,230 34,589 --
Christopher T. Bayley 24,897 16,806 --
Bear, Stearns International Limited 284,322 284,322 --
Kennet Belenky 90 61 --
Thomas J. and Lucille F. Boyle 9,054 6,112 --
Richard Burns 1,099 1,099 --
C.G.M.K. Holding Company, L.L.C. 81,493 61,120 --
Douglas Cameron 679 459 --
Cedar Grove Investments 24,897 16,806 --
City National Bank, Trustee 4,527 3,056 --
Christopher Clark 18,109 12,449 --
Geoffrey M. Clark 9,054 6,112 --
Donald Bruce Davidge 10,865 7,334 --
John Faul 26,972 18,206 --
First Washington Corp. Profit Sharing 12,448 8,403 --
Fluke Capital Management, L.P. 184,217 124,347 --
Phillip Frink, Jr. 30,183 20,373 --
Elizabeth A. Frink Trust U/A 3,771 2,546 --
Laurie E. Frink Trust U/A 3,771 2,546 --
Lloyd D. Frink Trust U/A 3,771 2,546 --
G3 Investments, L.P. 24,897 16,806 --
Robert J. and Penelope W. Genise 41,953 28,319 --
Glory B. Farms Living Trust 9,054 6,112 --
Bill F. Green 7,473 5,045 --
Dale Grover 120,295 81,200 --
Lawrence L. Grover 2,010 1,357 --
Mary Joyce Grover 2,010 1,357 --
Cheryl Grunbock 31,691 21,392 --
Mary-Jean Hart 24,897 16,806 --
Robert S. and Lizabeth C. Hart 6,247 4,217 --
Thomas S. Huseby & Janice Magee Huseby 12,448 8,403 --
Joel R. Hussey & Christi Hussey 6,338 4,279 --
Mark C. Illing 16,298 11,002 --
Inland Northwest Investors, L.P. 46,834 31,613 --
Scot Jarvis (3) 49,203 34,589 --
George King 76,965 51,952 --
Martin King 597,734 403,471 --
Kirlan 1, L.P. 45,273 30,560 --
Kirlan Venture Partners II, L.P. 107,720 72,711 --
Cliff Kushler 187,649 126,664 --
Elizabeth M. Kushler Revocable Trust 19,920 13,446 --
Robert Kushler, Jr. 19,467 13,141 --
Robert H. Kushler Revocable Trust 19,920 13,446 --
Larry L. and Sandra LaBossier 9,054 6,112 --
George Lightbody 3,621 2,444 --
Christina Lorenz 5,432 3,667 --
Nicholas J. and Robin H. Lynch 9,054 6,112 --
Shannon Maher and Cindy Bellomy 12,448 8,403 --
William H. McAleer 4,527 3,056 --
Meigs/Meyer Trust 12,448 8,403 --
Charles H. Morse 62,243 42,014 --
Mundt MacGregor, L.L.P. 3,621 2,444 --
New Pacific Partners, LLC 13,582 10,187 --
Newport Hill Chiropractic Center, P.S. 15,393 10,391 --
Norman Nie 2,868 1,937 --
Northwest Venture Partners II, L.P. 69,925 47,200 --
Oak Investment Partners VIII L.P. 761,374 513,928 --
Oak VIII Affiliates Fund L.P. 14,746 9,954 --
Kathleen B. Ogle 18,109 12,224 --
Mary Jo Oresti 1,368 925 --
Greg Pass 15,223 15,223 --
Miriam Pierce 76,910 51,914 --
R. Alex Polson and Diane K.H. Polson 17,022 11,490 --
Roger Putnam 9,054 6,112 --
Andrew A. Quartner 23,044 15,555 --
Soochon Radee 1,264 1,264 --
Radigan & Garnett, P.C. 550 550 --
Robert A. Ratliffe (4) 12,676 8,964 --
R. Stockton Rush, III 14,954 10,094 --
SCC Investments, Inc. (5) 45,273 31,918 --
Richard Henry Scheel 2,716 1,834 --
SeaPoint Ventures (6) 29,974 22,481 --
Ruth Marie Seeley-Scheel 2,716 1,834 --
Justin Shimada 2,263 1,528 --
Spanish Caravan Investments, LLC 13,582 9,168 --
John M. Steel 6,224 4,202 --
Steve Walker & Associates, L.L.C. 2,525 2,525 --
Arthur V. Strom 24,447 16,502 --
Strom Associates, LLC 18,109 12,224 --
Barton W. Stuck and Mary-Jane Cross 12,448 8,403 --
Stephen Sulzbacher 51,008 34,431 --
Christopher John Szyba 905 611 --
Julie Ann Szyba 1,810 1,222 --
TWG Investors I, LLC 31,142 21,021 --
Voyager Capital Fund I, L.P. 106,453 71,856 --
Voyager Capital Founder's Fund I, L.P. 5,780 3,902 --
Walker Investment Fund I, L.L.C. 6,818 6,818 --
Dennis Weibling 13,582 9,168 --
Thomas Wilson 54 37 --
Carol Wood 550 550 --
Frank Wood 15,223 15,223 --
- ----------------------------
</TABLE>
(1) Includes 13,582 shares issuable upon exercise of a warrant held by Acorn
Ventures Inc.
(2) Includes 13,582 shares issuable upon exercise of a warrant held by Scott
Anderson.
(3) Includes 13,582 shares issuable upon exercise of a warrant held by Scot
Jarvis.
(4) Includes 4,075 shares issuable upon exercise of a warrant held by Robert
Ratliff.
(5) Includes 13,582 shares issuable upon exercise of a warrant held by SCC
Investments Inc.
(6) Includes 22,481 shares issuable upon exercise of a warrant held by SeaPoint
Ventures.
The selling stockholders received their shares of common stock pursuant
to either our merger with Tegic Communications, Inc. which occurred on November
30, 1999, or our merger with ToFish! Incorporated, which occurred on January 18,
2000, or hold warrants exercisable for common stock that were assumed by America
Online in connection with the merger with Tegic.
The stockholders who received their shares or warrants pursuant to the
Tegic merger are parties to a Registration Rights Agreement dated as of November
30, 1999, in which we agreed to register a portion of their shares in a
registration statement, and to keep such registration statement effective for a
period of 180 days. Several of those selling stockholders are currently employed
by America Online.
The stockholders who received their shares pursuant to the ToFish!
merger are parties to a Registration Rights Agreement dated as of January 18,
2000, in which we agreed to include their shares in any registration statement
we filed within one year of the date of the Registration Rights Agreement (other
than on Forms S-4 or S-8), and to keep such registration statement effective for
a period of 90 days. Several of those selling stockholders are currently
employed by America Online.
This prospectus also covers any additional shares of common stock that
become issuable in connection with the shares being registered by reason of any
stock dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase in
the number of our outstanding shares of common stock. In addition, this
prospectus covers the preferred stock purchase rights that currently trade with
America Online's common stock and entitle the holder to purchase additional
shares of common stock under certain circumstances.
Plan of Distribution
We are registering the common stock on behalf of the selling
stockholders. As used in this prospectus, the term "selling stockholders"
includes pledgees, transferees or other successors-in-interest selling shares
received from the selling stockholders as pledgors, borrowers or in connection
with other non-sale-related transfers after the date of this prospectus. This
prospectus may also be used by transferees of the selling stockholders,
including broker-dealers or other transferees who borrow or purchase the shares
to settle or close out short sales of shares of common stock. The selling
stockholders will act independently of us in making decisions with respect to
the timing, manner, and size of each sale or non-sale related transfer. We will
not receive any of the proceeds of this offering.
The selling stockholders are offering shares of America Online common
stock that they received either in connection with our mergers with Tegic or
ToFish! or shares of America Online common stock they received or will receive
upon exercise of warrants that America Online assumed in connection with the
merger with Tegic. This prospectus covers their resale of up to 2,741,011 shares
of common stock.
The selling stockholders may sell their shares of common stock directly
to purchasers from time to time. Alternatively, they may from time to time offer
the common stock to or through underwriters, broker/dealers or agents, who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the selling stockholders or the purchasers of such securities
for whom they may act as agents. The selling stockholders and any underwriters,
broker/dealers or agents that participate in the distribution of common stock
may be deemed to be "underwriters" within the meaning of the Securities Act and
any profit on the sale of such securities and any discounts, commissions,
concessions or other compensation received by any such underwriter,
broker/dealer or agent may be deemed to be underwriting discounts and
commissions under the Securities Act.
The common stock may be sold from time to time in one or more
transactions at fixed prices, at prevailing market prices at the time of sale,
at varying prices determined at the time of sale or at negotiated prices. The
sale of the common stock may be effected by means of one or more of the
following transactions (which may involve crosses or block transactions):
- on any national securities exchange, such as the NYSE, or quotation
service on which the common stock may be listed or quoted at the time
of sale,
- in the over-the-counter market,
- in transactions otherwise than on such exchanges or services or in the
over-the-counter market or
- through the purchase and sale of over-the-counter options.
In connection with sales of the common stock or otherwise, the selling
stockholders may enter into hedging transactions with broker/dealers, which may
in turn engage in short sales of the common stock in the course of hedging the
positions they assume. The selling stockholders may also sell common stock short
and deliver common stock to close out such short positions, or loan or pledge
common stock to broker/dealers that in turn may sell such securities.
At the time a particular offering of the common stock is made, a
prospectus supplement, if required, will be distributed which will set forth the
aggregate amount common stock being offered and the terms of the offering,
including the name or names of any underwriters, broker/dealers or agents, any
discounts, commissions and other terms constituting compensation from the
selling stockholders and any discounts, commissions or concessions allowed or
reallowed or paid to broker/dealers.
To comply with the securities laws of certain jurisdictions, if
applicable, the common stock will be offered or sold in such jurisdictions only
through registered or licensed brokers or dealers.
The selling stockholders will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder, which provisions may
limit the timing of purchases and sales of any of the common stock by the
selling stockholders. The foregoing may affect the marketability of such
securities.
Pursuant to the Registration Rights Agreements related to the mergers
with Tegic and ToFish!, all expenses of the registration of the common stock
will be paid by us; provided, however, that the selling stockholders will pay
all registration and filing fees and all underwriting discounts and selling
commissions, if any. The selling stockholders will be indemnified by us against
certain civil liabilities, including certain liabilities under the Securities
Act, or will be entitled to contribution in connection therewith. We will be
indemnified by the selling stockholders severally against certain civil
liabilities, including certain liabilities under the Securities Act, or will be
entitled to contribution in connection therewith.
Experts
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements for the three years ended June 30, 1999, incorporated by
reference as Exhibit 99 to our Form 10-Q/A for the quarterly period ended March
31, 2000, as set forth in their report, which is incorporated by reference in
this prospectus and elsewhere in the registration statement. Our consolidated
financial statements are incorporated by reference in reliance on Ernst & Young
LLP's report, given on their authority as experts in accounting and auditing.
Ernst & Young LLP, independent auditors, have audited the consolidated
financial statements and schedules of Time Warner Inc. ("Time Warner") and Time
Warner Entertainment Company, L.P. included in Time Warner's Annual Report on
Form 10-K for the year ended December 31, 1999, as set forth in their reports,
which are incorporated by reference in this prospectus and elsewhere in the
registration statement. These consolidated financial statements and schedules
are incorporated by reference in reliance on Ernst & Young LLP's reports, given
on their authority as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following sets forth the expenses in connection with the issuance
and distribution of the securities being registered, other than underwriting
discounts and commissions. All such expenses shall be borne by America Online.
All amounts set forth below are estimates, other than the SEC registration fee.
SEC Registration Fee $41,202
New York Stock Exchange additional listing fee 4,500
Accounting Fees and Expenses 10,000
Miscellaneous 10,000
------
TOTAL $65,702
=======
Item 15. Indemnification of Officers and Directors
Section 145(a) of the General Corporation Law of the State of Delaware
("Delaware Corporation Law") provides, in general, that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), because the person is or was a director
or officer of the corporation. Such indemnity may be against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with such action, suit or
proceeding, if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and if, with respect to any criminal action or proceeding, the
person did not have reasonable cause to believe the person's conduct was
unlawful.
Section 145(b) of the Delaware Corporation Law provides, in general,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor because the person is or was a director or officer of the
corporation, against any expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Section 145(g) of the Delaware Corporation Law provides, in general,
that a corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the corporation
against any liability asserted against the person in any such capacity, or
arising out of the person's status as such, whether or not the corporation would
have the power to indemnify the person against such liability under the
provisions of the law.
Article Ninth of the Registrant's Restated Certificate of Incorporation
(incorporated by reference herein) provides for indemnification of directors,
officers and other persons as follows:
To the fullest extent permitted by the Delaware General
Corporation Law as the same now exists or may hereafter be amended, the
Corporation shall indemnify, and advance expenses to, its directors and
officers and any person who is or was serving at the request of the
Corporation as a director or officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
Corporation, by action of its board of directors, may provide
indemnification or advance expenses to employees and agents of the
Corporation or other persons only on such terms and conditions and to
the extent determined by the board of directors in its sole and
absolute discretion.
The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article Ninth shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity
while holding such office.
The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the Corporation would have the power to indemnify him against
such liability under this Article Ninth.
The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article Ninth shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director or officer and shall inure to the benefit of
the heirs, executors and administrators of such officer or director.
The indemnification and advancement of expenses that may have been
provided to an employee or agent of the Corporation by action of the
board of directors, pursuant to the last sentence of Paragraph 1 of
this Article Ninth, shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be an employee or
agent of the Corporation and shall inure to the benefit of the heirs,
executors and administrators of such a person, after the time such
person has ceased to be an employee or agent of the Corporation, only
on such terms and conditions and to the extent determined by the board
of directors in its sole discretion.
Article Five of the Registrant's Restated By-Laws (incorporated by
reference herein) provides that:
Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved
in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, because he is or was a director or an
officer of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "Indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee
or agent or in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but,
in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification
rights than such law permitted the Corporation to provide before such
amendment), against all expense, liability and loss (including
attorney's fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid in settlement) reasonably incurred or suffered by such
Indemnitee in connection therewith; provided, however, that, except as
provided in the section "Right of Indemnitees to Bring Suit" of this
Article with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such Indemnitee in
connection with a proceeding (or part thereof) initiated by such
Indemnitee only if such proceeding (or part thereof) was authorized by
the board of directors of the Corporation.
Right to Advancement of Expenses. The right to indemnification
conferred in the section "Right to Indemnification" of this Article
shall include the right to be paid by the Corporation the expenses
(including attorney's fees) incurred in defending any such proceeding
in advance of its final disposition; provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses
incurred by an Indemnitee in his capacity as a director or officer (and
not in any other capacity in which service was or is rendered by such
Indemnitee, including, without limitation, service to an employee
benefit plan) shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such Indemnitee, to repay all amounts
so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal that such
Indemnitee is not entitled to be indemnified for such expenses under
this section or otherwise. The rights to indemnification and to the
advancement of expenses conferred in this section and the section
"Right to Indemnification" of this Article shall be contract rights and
such rights shall continue as to an Indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of
the Indemnitee's heirs, executors and administrators. Any repeal or
modification of any of the provisions of this Article shall not
adversely affect any right or protection of an Indemnitee existing at
the time of such repeal or modification.
Right of Indemnitees to Bring Suit. If a claim under the
section "Right to Indemnification" or "Right to Advancement of
Expenses" of this Article is not paid in full by the Corporation within
sixty (60) days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty (20)
days, the Indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If successful in
whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the Indemnitee shall also be entitled to be paid the
expenses of prosecuting or defending such suit. In (1) any suit brought
by the Indemnitee to enforce a right to indemnification hereunder (but
not in a suit brought by the Indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (2) in any
suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the Corporation shall be
entitled to recover such expenses upon a final adjudication that, the
Indemnitee has not met any applicable standard for indemnification set
forth in the Delaware General Corporation Law. Neither the failure of
the Corporation (including its board of directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the Indemnitee is
proper in the circumstances because the Indemnitee has met the
applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Corporation
(including its board of directors, independent legal counsel, or its
stockholders) that the Indemnitee has not met such applicable standard
of conduct, shall create a presumption that the Indemnitee has not met
the applicable standard of conduct or, in the case of such a suit
brought by the Indemnitee, be a defense to such suit. In any suit
brought by the Indemnitee to enforce a right to indemnification or to
an advancement of expenses hereunder, or brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the Indemnitee is not entitled
to be indemnified, or to such advancement of expenses, under this
Article or otherwise shall be on the Corporation.
Non-Exclusivity of Rights. The rights to indemnification and
to the advancement of expenses conferred in this Article shall not be
exclusive of any other right which any person may have or hereafter
acquire under any statute, the Corporation's Certificate of
Incorporation as amended from time to time, these By-Laws, any
agreement, any vote of stockholders or disinterested directors or
otherwise.
Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent
of the Corporation or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss,
whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the Delaware
General Corporation Law.
Indemnification of Employees and Agents of the Corporation.
The Corporation may, to the extent authorized from time to time by the
board of directors, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Corporation to
the fullest extent of the provisions of this Article with respect to
the indemnification and advancement of expenses of directors and
officers of the Corporation.
The directors and officers of the Registrant are covered by a policy of
liability insurance.
Item 16. Exhibits.
Exhibit Description
No.
4.1 Section B of Article 4, Article 6 and Article 8 of the Restated
Certificate of Incorporation of America Online, Inc. (Filed as Exhibit
3.1 to America Online's Annual report on Form 10-K for the fiscal Year
ended June 30, 1997 and incorporated herein by reference.)
4.2 Amendments of Section A of Article 4 of the Restated Certificate of
Incorporation of America Online, Inc. (Filed as Exhibit 4.1 to America
Online's Registration Statement on Form S-3, Registration No. 333-
46633 and as Exhibit 3.1 to America Online's Quarterly Report on Form
10-Q for the quarter ended September 30, 1999, both of which are
incorporated herein by reference.)
4.3 Restated By-Laws of America Online, Inc. (Filed as Exhibit 3.5 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended June
30, 1998 and incorporated herein by reference.)
4.4 Rights Agreement dated as of May 12, 1998, between America Online,
Inc. and BankBoston, N.A., as Rights Agent (Filed as Exhibit 4.1 to
the Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998 and incorporated herein by reference.)
4.5 Amendment No. 1, dated as of January 9, 2000, between the Registrant
and BankBoston, N.A., as Rights Agent (filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form 8-A/A, dated as of January
14, 2000 and incorporated herein by reference).
4.6 Indenture, dated as of November 17, 1997, between the Registrant, as
issuer, and State Street Bank and Trust Company, as trustee (filed as
Exhibit 4.1 to the Registrant's Current Report on Form 8-K, dated as
of December 2, 1997 and incorporated herein by reference).
4.7 Form of Indenture to be dated as of December 6, 1999, between the
Registrant and State Street Bank and Trust Company, as trustee (filed
as Exhibit 4.5 to the Registrant's Current Report on Form 8-K, dated
as of December 2, 1999 and incorporated herein by reference).
4.8 Form of Supplemental Indenture No. 1 to be dated as of December 6,
1999, between the Registrant and State Street Bank and Trust Company,
as trustee (filed as Exhibit 4.7 to the Registrant's Current Report on
Form 8-K, dated as of December 2, 1999 and incorporated herein by
reference).
5.1* Opinion of Brenda C. Karickhoff, Associate General Counsel of the
Company, regarding the legality of securities being offered
23.1 Consents of Ernst & Young LLP
23.2* Consent of Brenda C. Karickhoff, Associate General Counsel of the
Company (included in her opinion filed as Exhibit 5.1 and incorporated
herein by reference)
24.1* Powers of Attorney (included in the signature pages to the
Registration Statement)
- ----------------
* Previously filed
Item 17. Undertakings.
A. Rule 415 Offering
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B. Filings Incorporating Subsequent Exchange Act Documents by Reference
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Request for Acceleration of Effective Date
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Loudoun, Commonwealth of Virginia, on May 25, 2000.
2000.
AMERICA ONLINE, INC.
By: /s/J. Michael Kelly
J. Michael Kelly, Senior Vice President,
Chief Financial Officer, and Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated in one or more counter-parts.
<TABLE>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
* Chairman of the Board and Chief May 25, 2000
- ----------------------- Executive Officer (principal executive
Stephen M. Case officer)
* President, Chief Operating Officer and May 25, 2000
- ----------------------- Director
Robert W. Pittman
/s/J. Michael Kelly Senior Vice President, Chief Financial May 25, 2000
- ----------------------- Officer and Assistant Secretary (principal
J. Michael Kelly financial officer)
* Vice President, Controller, Chief May 25, 2000
- ----------------------- Accounting and Budget Officer (principal
James F. MacGuidwin accounting officer)
* Director May 25, 2000
Daniel F. Akerson
* Director May 25, 2000
James L. Barksdale
* Director May 25, 2000
Frank J. Caufield
* Director May 25, 2000
Miles R. Gilburne
* Director May 25, 2000
- -----------------------
Alexander M. Haig, Jr.
* Vice Chairman and Director May 25, 2000
Kenneth J. Novack
* Director May 25, 2000
Colin L. Powell
* Director May 25, 2000
Franklin D. Raines
* Director May 25, 2000
Marjorie M. Scardino
</TABLE>
*By: /s/J. Michael Kelly
J. Michael Kelly,
under Power of Attorney
EXHIBIT INDEX
Exhibit No. Description
No.
23.1 Consents of Ernst & Young LLP
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in Amendment
No. 1 to the Registration Statement (Form S-3 No. 333-30204) and related
Prospectus of America Online, Inc. for the registration of its common stock and
to the incorporation by reference therein of our report dated July 21, 1999,
except for Note 3, as to which the date is May 12, 2000, with respect to the
consolidated financial statements of America Online, Inc. for the three years
ended June 30, 1999, incorporated by reference as Exhibit 99 to its Form 10-Q/A
for the quarterly period ended March 31, 2000, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
McLean, Virginia
May 19, 2000
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3 No. 333-30204) and
related Prospectus of America Online, Inc. for the registration of its common
stock and to the incorporation by reference therein of our reports dated
February 2, 2000, with respect to the consolidated financial statements,
schedule and supplementary information of Time Warner Inc. ("Time Warner") and
the consolidated financial statements and schedule of Time Warner Entertainment
Company, L.P., included in Time Warner's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
May 19, 2000
