SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
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. 4)
America Online Latin America, Inc.
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(Name of Issuer)
Class A Common Stock, par value $0.01 per share
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(Title of Class of Securities)
02365B100
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(CUSIP Number)
Paul T. Cappuccio, Esq.
Executive Vice President and General Counsel
AOL Time Warner Inc.
75 Rockefeller Plaza
New York, New York 10019
(212) 484-8000
Copy to:
Peter S. Malloy, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 8, 2002
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(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box |_|.
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
AOL Time Warner Inc.
13-4099534
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [x]
(b) [ ]
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3 SEC USE ONLY:
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4 SOURCE OF FUNDS:
WC
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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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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 4,773,730 (1)
PERSON WITH
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8 SHARED VOTING POWER
136,551,706 (2)
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9 SOLE DISPOSITIVE POWER
4,773,730
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10 SHARED DISPOSITIVE POWER
136,791,706 (3)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
141,565,436
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [x]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
69.2% (4)
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14 TYPE OF REPORTING PERSON:
HC, CO
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1 Represents the number of shares of Class A Common Stock, par value $0.01 per
share ("Class A Common Stock"), of America Online Latin America, Inc.
("AOL-LA") into which (ultimately) the $17,300,000 11% senior convertible
notes owned by AOL Time Warner Inc. ("AOL Time Warner"), are immediately
convertible at an initial conversion price of $3.624.
2 Calculated pursuant to Rule 13d-3, includes (i) 4,000,000 shares of Class A
Common Stock owned by America Online, Inc. ("AOL"), (ii) 116,010,456 shares of
Class A Common Stock into which (ultimately) 116,010,456 shares of Series B
Redeemable Convertible Preferred Stock owned by AOL are immediately
convertible on a one for one basis and (iii) 16,541,250 shares of Class A
Common Stock issuable upon exercise of AOL's immediately exercisable warrant.
3 Calculated pursuant to Rule 13d-3, includes the 136,551,706 shares described
in number 8 above plus (i) 240,000 shares of Class A Common Stock issuable
upon exercise of certain employee options issued by AOL-LA.
4 For purposes of beneficial ownership calculation under Rule
13d-3, the number of outstanding shares includes: (i) the 67,057,124 shares of
Class A Common Stock outstanding (including 4,000,000 shares of Class A Common
Stock owned by AOL) as of March 25, 2002 as reported in AOL-LA's Annual
Report on Form 10-K filed by AOL-LA on April 1, 2002, (ii) 116,010,456 shares
of Class A Common Stock into which (ultimately) 116,010,456 shares of Series B
Redeemable Convertible Preferred Stock owned by AOL are immediately
convertible on a one for one basis, (iii)16,541,250 shares of Class A Common
Stock issuable upon exercise of AOL's immediately exercisable warrant,
(iv) 240,000 shares of Class A Common Stock issuable upon exercise of certain
AOL-LA employee option shares and (v) 4,773,730 shares of Class A Common
Stock issuable upon conversion of AOL Time Warner's $17,300,000 11% senior
convertible notes.
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1 NAME OF REPORTING PERSON
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) [x]
(b) [ ]
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3 SEC USE ONLY:
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4 SOURCE OF FUNDS:
Not Applicable
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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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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 0
PERSON WITH
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8 SHARED VOTING POWER
136,551,706 (1)
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
136,791,706 (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
136,791,706
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [ x ]
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1. Calculated pursuant to Rule 13d-3, includes (i) 4,000,000 shares of Class A
Common Stock owned by AOL, (ii) 116,010,456 shares of Class A Common Stock in
which (ultimately) 116,010,456 shares of Series B Redeemable Convertible
Preferred Stock owned by AOL are immediately convertible on a one for one
basis and (iii) 16,541,250 shares of Class A Common Stock issuable upon
exercise of AOL's immediately exercisable warrant.
2. Calculated pursuant to Rule 13d-3, includes the 136,551,706 shares described
in number 8 above plus (i) 240,000 shares of Class A Common Stock issuable
upon exercise of certain AOL-LA employee options.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
68.4%(3)
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14 TYPE OF REPORTING PERSON:
CO
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3. For purposes of beneficial ownership calculation under Rule 13d-3, the number
of outstanding shares includes: (i) the 67,057,124 shares of Class A Common
Stock outstanding (including 4,000,0000 shares of Class A Common Stock owned
by AOL), (ii) 116,010,456 shares of Class A Common Stock into which
(ultimately)116,010,456 shares of Series B Redeemable Convertible Preferred
Stock owned by AOL are immediately convertible on a one for one basis, (iii)
16,541,250 shares of Class A Common Stock issuable (ultimately) upon exercise
of AOL's immediately exercisable warrant and (iv) 240,000 shares of Class A
Common Stock issuable upon exercise of certain AOL-LA employee option shares.
AOL Time Warner Inc., a Delaware corporation ("AOL Time Warner"), and its
wholly-owned subsidiary, America Online, Inc., a Delaware corporation
("AOL")(collectively, the "Reporting Persons"), hereby file this Amendment No. 4
("Amendment No. 4") to amend and supplement the statement on Schedule 13D
originally filed on August 22, 2000 and amended on January 22, 2001 and February
27, 2001 and further amended and restated in its entirety on April 13, 2001 (as
previously so amended and restated, the "Statement"), with respect to the shares
of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"),
of America Online Latin America, Inc., a Delaware corporation ("AOL-LA"). As
provided in the Joint Filing Agreement filed as Exhibit 13 hereto, the Reporting
Persons have agreed pursuant to Rule 13d-1(k) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), to file one statement on Schedule 13D
with respect to their beneficial ownership of the Class A Common Stock.
Unless otherwise expressly set forth herein, capitalized terms not defined
in this Amendment No. 4 have the meanings given to such terms in the Statement.
Item 1. Security and Issuer
This Amendment No. 4 relates to the Class A Common Stock of AOL-LA. The
address of the principal executive office of AOL-LA is 6600 N. Andrews Avenue,
Suite 500, Fort Lauderdale, Florida 33309.
Item 2. Identity and Background
Item 2 of the Statement is hereby amended and restated to read in its
entirety as follows:
This Amendment No. 4 is being filed by AOL Time Warner, a Delaware
corporation having its principal executive offices at 75 Rockefeller Plaza, New
York, New York 10019, and AOL, a Delaware corporation having its principal
executive offices at 22000 AOL Way, Dulles, Virginia 20166. The Reporting
Persons may be deemed members of a "group" (as such term is defined pursuant to
Regulation 13D under the Exchange Act) that may be deemed to have been formed by
(i) the Reporting Persons and (ii) Gustavo A. Cisneros, Ricardo J. Cisneros,
Aspen Investments LLC, a Delaware limited liability company ("Aspen"), and
Atlantis Investments LLC, a Delaware limited liability company ("Atlantis" and,
together with Aspen, "ODC") (collectively, the "Cisneros Group"), by virtue of
the agreements among the Reporting Persons and the Cisneros Group described
elsewhere in this Amendment No. 4 or the Statement. Until December 28, 2000, the
Cisneros Group included Riverview Media Corp., a British Virgin Islands
corporation ("Riverview"); on that date Riverview assigned to each of Aspen and
Atlantis, on an equal basis, all of its right, title and interest in and to the
shares of Class A Common Stock beneficially owned by Riverview. In addition, a
"group" may be deemed to have been formed by the Reporting Persons, the Cisneros
Group, and Banco Itau S.A., a Brazilian Sociedade Anonima ("Banco Itau"), Banco
Itau's affiliate, Banco Banerj S.A., a Brazilian Sociedade Anonima ("Banco
Banerj"), Banco Itau, S.A.-Cayman Branch, a Brazilian Sociedade Anonima ("Banco
Itau-Cayman"), Itau Bank Limited, a Cayman limited liability company, and
Roberto Egydio Setubal, President and Chief Executive Officer of Banco Itau
(collectively, the "Banco Itau Reporting Persons"), by virtue of the agreements
among the Reporting Persons, the Cisneros Group and the Banco Itau Reporting
Persons described elsewhere in this Statement. The addresses of the Cisneros
Group and the Banco Itau Reporting Persons are set forth in Schedule I to this
Amendment No. 4.
The Reporting Persons disclaim beneficial ownership of any AOL-LA
securities owned directly or indirectly by the Cisneros Group and the Banco Itau
Reporting Persons.
AOL Time Warner is the world's first fully integrated, Internet-powered
media and communications company. It classifies its business interests into the
following fundamental areas: AOL, cable, filmed entertainment, networks, music
and publishing. Substantially all of AOL Time Warner's interests in filmed
entertainment and cable and a portion of its interests in networks are held
through Time Warner Entertainment Company, L.P., a Delaware limited partnership
in which AOL Time Warner has a majority interest. AOL is a direct wholly-owned
subsidiary of AOL Time Warner. AOL is the world's leader in interactive
services, Web properties, Internet technologies and electronic commerce
services.
To the best knowledge of the Reporting Persons as of the date hereof, the
name, business address, present principal occupation or employment and
citizenship of each executive officer and director of each 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 Schedules II
and III hereto. The information contained in Schedules II and III is
incorporated herein by reference.
During the last five years, none of the Reporting Persons nor, to the best
knowledge of the Reporting Persons, any of their executive officers or directors
listed in Schedules II and III 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.
Except as provided in Item 6 of this Amendment No. 4, to the best knowledge
of the Reporting Persons, no directors or officers of the Reporting Persons have
legal or beneficial ownership of any shares of Class A Common Stock of AOL-LA.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended by adding the following as the
last paragraphs thereof:
On June 1, 2001, AOL purchased additional shares of Series D Redeemable
Convertible Preferred Stock, $0.01 par value per share (the "Series D Preferred
Stock"), and on August 1, 2001, AOL purchased shares of Series B Preferred
Stock, in each case pursuant to the Stock Purchase Agreement described in Items
4 and 6 of the Statement using funds from AOL's working capital. As further
described in Item 6, the shares of Series D Preferred Stock held by AOL
automatically converted into an equivalent number of shares of Series B
Preferred Stock on July 31, 2001, without the use of any additional funds from
AOL.
On March 11, 2002, AOL Time Warner purchased at par value $17,300,000
aggregate principal amount of AOL-LA's 11% Senior Convertible Notes due 2007,
pursuant to a Note Purchase Agreement described in Items 4 and 6 of this
Amendment No. 4, using funds from AOL Time Warner's working capital.
Item 4. Purpose of Transaction
Item 4 of the Statement is hereby amended by deleting the last four
paragraphs thereof and adding the following in lieu thereof:
The information set forth or incorporated by reference in Items 2, 3, 5, 6
and 7 is hereby incorporated by reference.
AOL Time Warner has entered into a Note Purchase Agreement with AOL-LA,
dated as of March 8, 2002 (the "Note Purchase Agreement"), for the purchase by
AOL Time Warner (and/or its permitted assigns) of up to $160,000,000 aggregate
principal amount of AOL-LA's 11% Senior Convertible Notes due 2007 (the "Initial
Notes"). On March 11, 2002, AOL Time Warner purchased an initial tranche of
$17,300,000 aggregate principal amount of the Initial Notes from AOL-LA (the
"First Tranche Notes").
As further described in Item 6, the Initial Notes are convertible into
capital stock of AOL-LA, and ultimately convertible into shares of Class A
Common Stock of AOL-LA at the conversion price of $3.624 per share, subject to
adjustment in accordance with their terms for certain dilutive transactions,
stock splits and other similar events.
As further described in Item 6, AOL-LA will pay interest on the Initial
Notes issued pursuant to the Note Purchase Agreement quarterly in arrears. Such
interest will be paid, at AOL-LA's option, subject to certain limitations, (i)
in cash or (ii) through the issuance of either Applicable Shares (as defined in
Item 6) of AOL-LA capital stock or additional 11% senior convertible notes
(each, a "PIK Note" and collectively, the "PIK Notes") (together with the
Initial Notes, each a "Note" and collectively, the "Notes"). Interest on any PIK
Notes issued shall be payable in cash or Applicable Shares or shall be added to
the principal of such PIK Notes as further described in Item 6 of this
Statement.
AOL Time Warner's purchase of Initial Notes is part of a broader investment
history with AOL-LA that included the Reorganization, AOL's purchase on August
11, 2000 of 4,000,000 shares of Class A Common Stock in the Offering and AOL's
purchases of additional preferred stock of AOL-LA under the Stock Purchase
Agreement in 2001. The Reporting Persons' investments in AOL-LA are expected to
increase as a result of additional purchases by AOL Time Warner (or its
permitted assigns) of Initial Notes pursuant to the Note Purchase Agreement, the
payment from time to time of interest on the Initial Notes in the form of PIK
Notes or shares of AOL-LA capital stock and the payment from time to time of
dividends on preferred stock held by the Reporting Persons in the form of
additional shares of capital stock. See Item 6.
In connection with the Note Purchase Agreement, AOL, ODC, AOL-LA and AOL
Time Warner entered into a Second Amended and Restated Stockholders Agreement,
dated as of March 8, 2002 (the "Second Amended and Restated Stockholders
Agreement"), which amended the existing Stockholders Agreement in order to,
among other things, (a) add AOL Time Warner as a party for certain limited
purposes, including (i) to agree to vote all of the shares of AOL-LA capital
stock held by AOL Time Warner to elect the four directors nominated by the
Special Committee for election by the holders of all shares of AOL-LA's
outstanding capital stock, voting together, and (ii) to agree to certain
restrictions on AOL Time Warner's ability to transfer equity securities of
AOL-LA and (b) to provide that, in the event that shares of Series F Redeemable
Convertible Preferred Stock, par value $0.01 per share, of AOL-LA (the "Series F
Preferred Stock") or Series B Preferred Stock are held by an entity other than
AOL Time Warner or a wholly-owned affiliate of AOL Time Warner or shares of
Series C Preferred Stock are held by an entity other than ODC or a wholly-owned
affiliate of ODC, Gustavo A. Cisneros, Ricardo J. Cisneros and/or their lineal
descendents and/or any trusts for the benefit of such persons, then all shares
transferred to or held by such entity are required to be converted from Series F
Preferred Stock, Series B Preferred Stock or Series C Preferred Stock, as
applicable, into that number of shares of Class B Common Stock (together with
Series B Preferred Stock, "B Stock") or Class C Common Stock (together with
Series C Preferred Stock, "C Stock"), as applicable, into which such shares are
then convertible, and any shares of Class B Common Stock or Class C Common Stock
held by such entity (including such shares of Class B Common Stock and Class C
Common Stock issued upon conversion of Series F Preferred Stock, Series B
Preferred Stock or Series C Preferred Stock, as applicable) are required to be
converted into that number of shares of Class A Common Stock into which such
shares are then convertible.
Also in connection with the Note Purchase Agreement, AOL Time Warner, AOL,
ODC and AOL-LA entered into a Second Amended and Restated AOL-ODC Registration
Rights Agreement (described in Item 6), and AOL Time Warner entered into certain
Voting Agreements (described in Item 6) with ODC and with certain of the Banco
Itau Reporting Persons.
The Reporting Persons intend to review their investment in AOL-LA on a
continuing basis and, subject to the limitations set forth in the Second Amended
and Restated Stockholders' Agreement, reserve the right to (i) acquire
additional securities of and increase their level of investment and control in
AOL-LA, through acquisitions in the open market or in privately negotiated
transactions with AOL-LA or third parties or otherwise, (ii) maintain their
holdings at current levels or (iii) sell all or a portion of their holdings in
the open market or in privately negotiated transactions or otherwise. Any such
actions will depend upon, among other things: the availability of such
securities for purchase, or the ability to sell such securities, at satisfactory
price levels; the continuing evaluation of AOL-LA's business, financial
condition, operations and prospects; general market, economic and other
conditions; the relative attractiveness of alternative business and investment
opportunities; the availability of financing; the actions of the management,
Board and controlling stockholders of AOL-LA; and other future developments.
As part of their ongoing review, the Reporting Persons may have additional
discussions with third parties, including other stockholders, or with the board
of directors or management of AOL-LA regarding the foregoing.
Except as set forth elsewhere in this Amendment No. 4, neither AOL Time
Warner nor AOL has any current plans or proposals which relate to or would
result in any of the actions requiring disclosure pursuant to Item 4 of Schedule
13D, although AOL Time Warner and AOL do not rule out the possibility of
effecting or seeking to effect any such actions in the future.
References to, and descriptions of, the Second Amended and Restated
Stockholders' Agreement, the Note Purchase Agreement, the Initial Notes, the PIK
Notes, the Second Amended and Restated AOL-ODC Registration Rights Agreement,
and the Voting Agreements are qualified in their entirety by reference to the
copies of such documents included as exhibits to this Amendment No. 4, and are
incorporated in this Item 4 in their entirety where such references and
descriptions appear.
Item 5. Interest in Securities of the Issuer
Item 5 of the Statement is hereby amended and restated to read in its
entirety as follows:
The information set forth or incorporated by reference in Items 2, 3, 4, 6
and 7 is hereby incorporated herein by reference.
As of March 25, 2002, as reported in AOL-LA's Annual Report on Form 10-K
filed by AOL-LA on April 1, 2002, there were 67,057,124 shares of Class A Common
Stock outstanding. No shares of AOL-LA's Series D Preferred Stock, Series E
Preferred Stock, Series F Preferred Stock, Class B Common Stock or Class C
Common Stock were outstanding. For purposes of Rule 13d-3 under the Exchange
Act, the Class A Common Stock issuable, directly or indirectly, upon conversion
of the Series B Preferred Stock currently held by AOL, upon exercise of the AOL
Warrant, and upon exercise by the Employees (defined below) of their options,
(i) with respect to percentage ownership calculations made herein for AOL,
increase the number of Class A Common Stock outstanding to 199,848,830(1) and
(ii) together with the 4,773,730 shares of Class A Common Stock issuable,
directly or indirectly, upon conversion of the First Tranche Notes, with respect
to percentage ownership calculations made herein for AOL Time Warner, increase
the diluted number of Class A Common Stock outstanding to 204,622,560.
As of the date hereof, the Reporting Persons (i) beneficially own 4,000,000
shares of Class A Common Stock held by AOL and (ii) pursuant to Rule 13d-3(a)
promulgated under the Exchange Act, may be deemed to beneficially own an
additional 132,551,706 shares of Class A Common Stock, which are issuable upon
conversion, directly or indirectly, of all of the shares of Series B Preferred
Stock held by AOL and upon exercise of the AOL Warrant. Shares of Series B
Preferred Stock are convertible into shares of Class B Common Stock at any time,
initially on a one share-for-one share basis, and such Class B Common Stock is
convertible into Class A Common Stock at any time, initially on a one
share-for-one share basis.
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1. Includes (i) the 67,057,124 shares of Class A Common Stock outstanding
(including 4,000,000 shares of Class A Common Stock owned by AOL), (ii)
116,010,456 shares of Class A Common Stock into which (ultimately)
116,010,456 shares of Series B Redeemable Convertible Preferred Stock owned
by AOL are immediately convertible on a one for one basis, (iii) 16,541,250
shares of Class A Common Stock issuable upon exercise of AOL's immediately
exercisable warrant and (iv) 240,000 shares of Class A Common Stock issuable
upon exercise of certain AOL-LA employee option shares.
Pursuant to Rule 13d-3(a) promulgated under the Exchange Act, the Reporting
Persons may also be deemed to beneficially own options to purchase an aggregate
of 240,000 shares of Class A Common Stock. As stated in Item 6 below, upon the
consummation of AOL-LA's initial public offering, Michael Lynton, J. Michael
Kelly, and Gerald Sokol, Jr., employees of AOL, and Robert W. Pittman, currently
an employee of AOL Time Warner and formerly an employee of AOL, who are each
also members of the Board (each an "Employee" and collectively, the
"Employees"), were each granted an option to purchase 60,000 shares of Class A
Common Stock. Under the Reporting Persons' conflicts of interest standards, each
such Employee must transfer the economic benefit of his option to AOL Time
Warner or AOL, as applicable. Although each such Employee is the record holder
of the option, AOL and AOL Time Warner hold or share the disposition power with
respect to all of the shares of Class A Common Stock underlying the options. The
filing of this Amendment No. 4, however, shall not be construed as an admission
for the purposes of Sections 13(d) and 13(g) of the Exchange Act and Regulation
13D-G promulgated thereunder that any of such Employees is the beneficial owner
of any securities of AOL-LA other than the options and shares of Class A Common
Stock underlying the options issued to such Employee.
Pursuant to Rule 13d-3(a) promulgated under the Exchange Act, AOL Time
Warner may also be deemed to beneficially own an additional 4,773,730 shares of
Class A Common Stock, which are issuable upon conversion, directly or
indirectly, of the First Tranche Notes at the conversion price of $3.624 per
share, as the same may be adjusted in accordance with the terms of the Initial
Notes. As further described in Item 6, the Initial Notes are convertible at any
time into Applicable Shares (as defined in Item 6), which may be shares of
Series F Preferred Stock, Series B Preferred Stock, or Class A Common Stock, in
any case at a conversion price of $3.624 per share. Shares of Series F Preferred
Stock are convertible into shares of Class B Common Stock at any time, initially
on a one share-for-one share basis, and such Class B Common Stock is convertible
into Class A Common Stock at any time, initially on a one share-for-one share
basis.
AOL and AOL Time Warner have shared power to vote and dispose of 4,000,000
shares of Class A Common Stock held by AOL, the 116,010,456 shares of Class A
Common Stock issuable upon conversion, directly or indirectly, of all of the
Series B Preferred Stock held by AOL, and 16,541,250 shares of Class A Common
Stock issuable upon exercise of the AOL Warrant. AOL and AOL Time Warner share
the power to dispose of the 240,000 shares of Class A Common Stock issuable upon
exercise of the stock options that were granted to the Employees. AOL Time
Warner has sole power to vote and dispose of the 4,773,730 shares of Class A
Common Stock that are issuable upon conversion, directly or indirectly, of the
First Tranche Notes acquired by AOL Time Warner on March 11, 2002 pursuant to
the Note Purchase Agreement.
Consequently, under Rule 13d-3(a), upon conversion of the B Stock held by
AOL, the exercise of the AOL Warrant and the exercise of the stock options
granted to the Employees, AOL would beneficially own 136,791,706 shares of Class
A Common Stock in the aggregate, or approximately 68.4% of the shares of Class A
Common Stock currently outstanding. Upon conversion of the B Stock held by AOL,
the exercise of the AOL Warrant, the exercise of the stock options granted to
the Employees, and the conversion of the First Tranche Notes, AOL Time Warner
would beneficially own 141,565,436 shares of Class A Common Stock in the
aggregate, or approximately 69.2% of the shares of Class A Common Stock
currently outstanding. However, assuming (i) the conversion of all B Stock and C
Stock, (ii) the conversion of all of the First Tranche Notes and (iii) the
exercise and conversion of all outstanding warrants and stock options, AOL and
AOL Time Warner would beneficially own approximately 43.3% and 44.8%,
respectively, of the 316,216,554 shares of Class A Common Stock of AOL-LA that
would be issued and outstanding.
Pursuant to Rule 13d-5(b)(1) promulgated under the Exchange Act, to the
extent a "group" is deemed to exist by virtue of the Second Amended and Restated
Stockholders' Agreement, the ODC Voting Agreement, and the Second Amended and
Restated AOL-ODC Registration Rights Agreement (each as defined in Item 6
hereof), the Reporting Persons may be deemed to have beneficial ownership, for
purposes of Sections 13(d) and 13(g) of the Exchange Act, of all of the equity
securities of AOL-LA beneficially owned by the Cisneros Group. As of the date
hereof, the Cisneros Group beneficially owns 4,000,000 shares of Class A Common
Stock, 111,413,994 shares of Series C Preferred Stock, which represents all of
such Series C Preferred Stock outstanding, and currently exercisable options to
purchase 120,000 shares of Class A Common Stock. Shares of Series C Preferred
Stock are convertible into AOL-LA's Class C Common Stock at any time, initially
on a one share-for-one share basis, and such Class C Common Stock is convertible
into Class A Common Stock at any time, initially on a one share-for-one share
basis. As of the date hereof, the Cisneros Group beneficially owns an aggregate
of 115,533,994 shares of Class A Common Stock, or approximately 36.5% of the
316,216,554 shares of Class A Common Stock that would be issued and outstanding,
assuming (i) the conversion of all B Stock and C Stock, (ii) the conversion of
all of the First Tranche Notes purchased by AOL Time Warner on March 11, 2002,
and (iii) the exercise and conversion of all outstanding warrants and stock
options. The Reporting Persons disclaim beneficial ownership of any AOL-LA
securities owned directly or indirectly by the Cisneros Group.
Pursuant to Rule 13d-5(b)(1) promulgated under the Exchange Act, to the
extent a "group" is deemed to exist by virtue of the Banco Itau Registration
Rights Agreement and the Itau Voting Agreement (as defined in Item 6), the
Reporting Persons may be deemed to have beneficial ownership, for purposes of
Sections 13(d) and 13(g) of the Exchange Act, of all of the equity securities of
AOL-LA beneficially owned by the Banco Itau Reporting Persons. As of the date
hereof, the Banco Itau Reporting Persons beneficially own 35,997,840 shares of
Class A Common Stock (assuming the exercise of an option for 60,000 shares of
Class A Common Stock granted to Mr. Setubal, the President and Chief Executive
Officer of Banco Itau), or approximately 11.4% of the 316,216,554 shares of
Class A Common Stock that would be issued and outstanding, assuming (i) the
conversion of all B Stock and C Stock, (ii) the conversion of all of the Initial
Notes purchased by AOL Time Warner on March 11, 2002, and (iii) the exercise and
conversion of all outstanding warrants and stock options. The Reporting Persons
disclaim beneficial ownership of any AOL-LA securities owned directly or
indirectly by the Banco Itau Reporting Persons.
Other than as set forth in this Amendment 4, to the best of the Reporting
Persons' knowledge as of the date hereof, (i) neither the Reporting Persons nor
any subsidiary or affiliate of the Reporting Persons nor any of the Reporting
Persons' executive officers or directors, beneficially owns any shares of Class
A Common Stock, and (ii) there have been no transactions in the shares of Class
A Common Stock effected during the past 60 days by the Reporting Persons, nor to
the best of the Reporting Persons' knowledge, by any subsidiary or affiliate of
the Reporting Persons or any of the Reporting Persons' executive officers or
directors.
References to, and descriptions of, the Second Amended and Restated
Stockholders' Agreement, the Note Purchase Agreement, the Voting Agreements, and
the Second Amended and Restated AOL-ODC Registration Rights Agreement are
qualified in their entirety by reference to the copies of such documents
included as exhibits to this Amendment No. 4, and are 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
Item 6 of the Statement is hereby amended by deleting the last three
paragraphs thereof and adding the following in lieu thereof:
Pursuant to the Note Purchase Agreement, AOL Time Warner has agreed to
purchase an aggregate principal amount of up to $160,000,000 of Initial Notes.
Subject to certain conditions set forth in the Note Purchase Agreement,
including the delivery by AOL-LA of a funding notice in respect of any
subsequent tranche, the Initial Notes will be issued in a series of tranches
from time to time in an aggregate amount not to exceed the aggregate principal
amount for the applicable funding period set forth in the table below and in the
Note Purchase Agreement (each such period, a "Funding Period"). On March 11,
2002, AOL Time Warner purchased an initial tranche of $17,300,000 aggregate
principal amount of Initial Notes, which are all of the Initial Notes that
AOL-LA may issue through March 31, 2002, the end of the first Funding Period. In
accordance with the terms set forth in the Note Purchase Agreement attached
hereto as Exhibit 1: (i) no Initial Notes will be issued and AOL Time Warner or
its assigns will have no obligation to purchase any Initial Notes after December
31, 2002, (ii) there will be no more than one tranche of Initial Notes issued in
any one calendar month, (iii) each subsequent tranche of Initial Notes will
consist of no less than $10,000,000 principal amount of Initial Notes, and (iv)
at no time will the aggregate principal amount of Initial Notes issued as of
March 11, 2002 and thereafter exceed the maximum aggregate principal amount
specified in the following table for the applicable Funding Period (as reduced
on a dollar-for-dollar basis by the amount of all net cash proceeds received by
AOL-LA or its subsidiaries from certain financings or asset sales in excess of
certain thresholds):
SUBSEQUENT TRANCHES
--------------------------------------------------------------------------------
Maximum Aggregate
Principal Amount
of Initial Notes To Be
Funding Period Issued
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
First Closing to and including March 31, 2002 $17,300,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
On and after April 1, 2002 to and including $86,800,000
June 30, 2002
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
On and after July 1, 2002 to and including $124,900,000
September 30, 2002
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
On and after October 1, 2002 to and including $160,000,000
December 31, 2002
--------------------------------------------------------------------------------
Commencing on June 30, 2002, AOL-LA will pay interest on the Initial Notes
issued pursuant to the Note Purchase Agreement quarterly in arrears on each
March 31, June 30, September 30 and December 31 of each calendar year and on the
final maturity date (each an "Interest Payment Date") to the holder of record on
the date which is 15 days before the applicable Interest Payment Date. Any
interest payable on the Initial Notes will be paid on each Interest Payment
Date, at AOL-LA's option: (i) in cash or (ii) subject to the next succeeding
sentence, either (x) through the issuance of PIK Notes or (y) through the
issuance of Applicable Shares having an aggregate Fair Market Value (as defined
in the Initial Notes) on such Interest Payment Date equal to the amount of
interest payable on the Initial Notes on such Interest Payment Date. AOL-LA's
ability to pay interest on the Initial Notes through the issuance of PIK Notes
or Applicable Shares (defined below) will be subject to certain conditions set
forth in the Notes, including, with respect to payment of interest in the form
of Applicable Shares, the making of all required filings under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules
and regulations promulgated thereunder (the "HSR Act"), and the expiration or
termination of any required waiting period thereunder, in each case with respect
to the receipt of Applicable Shares by the holder of the Notes (the "Required
HSR Approval").
Subject to and upon compliance with certain terms set forth therein, the
Initial Notes are convertible at any time and from time to time, in whole or in
part, at AOL Time Warner's (or any other permitted holders') option, into duly
authorized, validly issued, fully paid and nonassessable Applicable Shares. The
term "Applicable Shares" means (i) prior to the occurrence of a Class B
Triggering Event (as defined in the Restated Certificate of Incorporation of
AOL-LA), if AOL Time Warner or any AOLTW Affiliated Holder is the holder of the
Notes, (A) Series F Preferred Stock, prior to the automatic conversion of Series
F Preferred Stock into Series B Preferred Stock pursuant to the Certificate of
Designation (defined below), and (B) Series B Preferred Stock, after the
automatic conversion of Series F Preferred Stock into Series B Preferred Stock
pursuant to the Certificate of Designation, and (ii) after the occurrence of a
Class B Triggering Event, or if any Person other than AOL Time Warner or an
AOLTW Affiliated Holder is the holder of the Notes, Class A Common Stock. "AOLTW
Affiliated Holder" means each entity directly or indirectly wholly-owned by AOL
Time Warner and, as of any date, each then current employee of AOL Time Warner
or of any entity directly or indirectly wholly-owned by AOL Time Warner.
On March 11, 2002, AOL-LA filed the certificate of designation with respect
to the Series F Preferred Stock (the "Certificate of Designation") with the
Secretary of State of the State of Delaware, as authorized in the Restated
Certificate of Incorporation of AOL-LA. Any outstanding shares of Series F
Preferred Stock shall be automatically converted into an equal number of shares
of Series B Preferred Stock upon the approval by AOL-LA's shareholders and the
subsequent filing by AOL-LA of a certificate of amendment to the Restated
Certificate of Incorporation of AOL-LA in the form attached as an exhibit to the
Note Purchase Agreement to, among other things, increase the number of
authorized shares and adjust the liquidation preferences of the Series B
Preferred Stock. Holders of Series F Preferred Stock are entitled to one vote
per share and holders of Series B Preferred Stock are entitled to 10 votes per
share.
Each Initial Note is convertible into Applicable Shares based upon a
conversion price of $3.624 per Applicable Share, subject to adjustment upon the
occurrence of certain events specified in the Initial Notes. Initial Notes are
convertible at the then effective conversion rate, determined by dividing (i)
the portion of the face amount of the Initial Note outstanding on such date
proposed to be converted into Applicable Shares, plus any accrued and unpaid
interest on the face amount of the Initial Note proposed to be converted into
Applicable Shares, by (ii) the then effective conversion price.
Each PIK Note will be convertible into Applicable Shares based upon a
conversion price per Applicable Share equal to the Fair Market Value of such
Applicable Share at the time of issuance of such PIK Note, subject to adjustment
upon the occurrence of certain events specified in such PIK Note. PIK Notes will
be convertible at the then effective conversion rate, determined by dividing (i)
the portion of the face amount of the PIK Note outstanding on such date proposed
to be converted into Applicable Shares, plus any accrued and unpaid interest on
such portion of the face amount of the PIK Note by (ii) the then effective
conversion price.
AOL-LA will pay interest on each issued PIK Note quarterly in arrears on
each Interest Payment Date, at AOL-LA's option: (i) in cash, (B) subject to the
next succeeding sentence, through the issuance of Applicable Shares having an
aggregate Fair Market Value (as defined in the PIK Notes) on such Interest
Payment Date equal to the amount of interest payable on the PIK Notes on such
Interest Payment Date or (C) prior to obtaining the Required HSR Approval, by
adding an amount equal to the interest payable on such Interest Payment Date to
the then aggregate face amount outstanding on such PIK Note on such Interest
Payment Date. AOL-LA's ability to pay interest on the PIK Notes through the
issuance of Applicable Shares will be subject to certain conditions set forth in
the PIK Notes, including the receipt of the Required HSR Approval.
At any time on or after the date which is eighteen months
after March 11, 2002, AOL-LA may, at its option, but subject to AOL Time
Warner's right to convert the Notes into Applicable Shares, redeem all or a
portion of the Notes at a price equal to the face amount thereof, plus accrued
but unpaid interest on such redeemed portion of the Notes (the "Redemption
Price"). If AOL-LA or any of its Subsidiaries receives net proceeds from certain
financings or asset sales specified in the Notes in excess of certain
thresholds, AOL-LA must use such net cash proceeds received from such financing
or asset sale to redeem the Notes at the Redemption Price.
AOL-LA must comply with various affirmative and negative covenants
contained in the Notes, including, among others, limitations on the ability of
AOL-LA and its subsidiaries to (i) incur debt, (ii) create, incur, assume or
permit to exist liens on their property, (iii) make investments, (iv)
consolidate or merge with other individuals or entities, (v) sell or otherwise
dispose of its assets, (vi) enter into affiliate transactions, (vii) make
dividends or other distributions with respect to any shares of their capital
stock, or payments on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of such shares of capital stock, and
(viii) make dispositions of their property, rights or other assets.
In connection with the Note Purchase Agreement, the Reporting Persons
entered into a voting agreement, dated as of March 8, 2002 with ODC (the "ODC
Voting Agreement") and a voting agreement, dated as of March 8, 2002 with Banco
Itau, Banco Banerj, Banco Itau -Cayman and Itau Bank Limited (the "Itau Voting
Agreement" and, together with the ODC Voting Agreement, the "Voting
Agreements"), pursuant to each of which the parties thereto, subject to certain
conditions, agreed to vote all shares of AOL-LA's capital stock owned by them in
favor of certain proposals to be presented at a meeting of the holders of
AOL-LA's stockholders, including a proposal to amend the Restated Certificate of
Incorporation of AOL-LA in order to change the liquidation preference of the
Series B Preferred Stock. Upon approval of these proposals by the stockholders
and the subsequent amendment of the Restated Certificate of Incorporation of
AOL-LA, all authorized outstanding shares of Series F Preferred Stock will
automatically convert into shares of Series B Preferred Stock.
The Second Amended and Restated Stockholders Agreement, dated as of March
8, 2002, among AOL, ODC and AOL-LA and, for limited purposes, AOL Time Warner
(the "Second Amended and Restated Stockholders Agreement"), amended the existing
Stockholders Agreement in order to, among other things, (a) add AOL Time Warner
as a party for certain limited purposes, including (i) to agree to vote all of
the shares of AOL-LA capital stock held by AOL Time Warner to elect the four
directors nominated by the Special Committee for election by the holders of all
shares of AOL-LA's outstanding capital stock, voting together and (ii) to agree
to certain restrictions on AOL Time Warner's ability to transfer equity
securities of AOL-LA and (b) to provide that, in the event that shares of Series
F Preferred Stock or Series B Preferred Stock are held by an entity other than
AOL Time Warner or a wholly-owned affiliate of AOL Time Warner, or shares of
Series C Preferred Stock are held by an entity other than ODC or a wholly-owned
affiliate of ODC, Gustavo A. Cisneros, Ricardo J. Cisneros and/or their lineal
descendents, and/or any trusts for the benefit of such persons, then all shares
transferred to or held by such entity are required to be converted from Series F
Preferred Stock, Series B Preferred Stock or Series C Preferred Stock, as
applicable, into that number of shares of Class B Common Stock or Class C Common
Stock, as applicable, into which such shares are then convertible, and any
shares of Class B Common Stock or Class C Common Stock held by such entity
(including such shares of Class B Common Stock and Class C Common Stock issued
upon conversion of Series F Preferred Stock, Series B Preferred Stock or Series
C Preferred Stock, as applicable) are required to be converted into that number
of shares of Class A Common Stock into which such shares are then convertible.
The Second Amended and Restated Registration Rights Agreement, dated as of
March 8, 2002, among AOL Time Warner, AOL, ODC and AOL-LA (the "Second Amended
and Restated AOL-ODC Registration Rights Agreement"), amended the existing
AOL-ODC Registration Rights Agreement in order to, among other things, (i) grant
AOL Time Warner (or any subsidiary of AOL Time Warner who becomes a party to the
agreement pursuant to its terms) rights to cause AOL-LA to register shares of
Class A Common Stock held or acquired from time to time by or issuable at any
time to AOL Time Warner or such Subsidiary upon conversion, directly or
indirectly, of the Notes, or payment of dividends or interest in the form of
capital stock and (ii) include AOL Time Warner as an indemnified party
thereunder.
The Note Purchase Agreement also provides that if AOL Time Warner assigns
the Note Purchase Agreement or transfers any Notes to any person that is not an
AOLTW Affiliate, AOL-LA shall execute and deliver to such assignee/transferee a
registration rights agreement, pursuant to which AOL-LA will grant such
assignee/transferee rights to cause AOL-LA to register shares of Class A Common
Stock issued to such assignee/transferee upon conversion, whether directly or
indirectly, of Notes held by such assignee/transferee.
Pursuant to the Stock Purchase Agreement described in Items 4 and 6 of the
Statement, on June 1, 2001, AOL purchased an additional 4,717,374 shares of
Series D Preferred Stock, and each of Aspen and Atlantis purchased an additional
2,268,339 shares of Series E Preferred Stock, in each case at a price of $4.6875
per share. On July 31, 2001, at AOL-LA's Annual Meeting of Stockholders,
AOL-LA's stockholders approved a proposal to amend the certificate of
incorporation of AOL-LA to change the liquidation preference of the Series B
Preferred Stock and Series C Preferred Stock. Pursuant to the terms of the
Series D Preferred Stock and Series E Preferred Stock, upon filing of AOL-LA's
Restated Certificate of Incorporation on July 31, 2001, the Series D Preferred
Stock and Series E Preferred Stock then outstanding were automatically converted
on a one-to-one basis into shares of Series B Preferred Stock and Series C
Preferred Stock, respectively. Also pursuant to the Stock Purchase Agreement, on
August 1, 2001, AOL purchased 4,717,374 shares of Series B Preferred Stock, and
each of Aspen and Atlantis purchased an aggregate of 2,268,339 shares of Series
C Preferred Stock, in each case at a price of $4.6875 per share.
References to, and descriptions of, the Note Purchase Agreement, the Second
Amended and Restated AOL-ODC Registration Rights Agreement, the Second Amended
and Restated Stockholders Agreement and the Voting Agreements, are qualified in
their entirety by reference to the copies of such documents included as exhibits
to this Amendment No. 4, which are incorporated in this Item 6 in their entirety
where such references and descriptions appear.
To the best of the Reporting Persons' knowledge, except as described in
this Amendment No. 4, 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
AOL-LA.
The information set forth or incorporated by reference in Items 2, 3, 4, 5
and 7 is hereby incorporated by reference.
Item 7. Material to be Filed as Exhibits
Item 7 of the Statement is hereby amended and restated to read in its
entirety as follows:
Exhibit
Number Description
1. Note Purchase Agreement, dated as of March 8, 2002, by and between
America Online Latin America, Inc. and AOL Time Warner Inc. (filed as
Exhibit 99.2 to America Online Latin America, Inc.'s Current Report
on Form 8-K filed on March 11, 2002 and incorporated by reference
herein).
2. Form of Initial Note (filed as Exhibit 10.35 to America Online Latin
America, Inc.'s Annual Report on Form 10-K filed on April 1, 2002 and
incorporated by reference herein).
3. Form of PIK Note (filed as Exhibit 99.4 to America Online Latin
America, Inc.'s Current Report on Form 8-K filed on March 11, 2002 and
incorporated by reference herein).
4. Certificate of Designation, Powers, Preferences and Rights of Series F
Redeemable Convertible Preferred Stock(filed as Exhibit 99.5 to
America Online Latin America, Inc.'s Current Report on Form 8-K filed
on March 11, 2002 and incorporated by reference herein).
5. Second Amended and Restated Stockholders' Agreement, dated as of March
8, 2002, by and among America Online, Inc., Aspen Investments LLC,
Atlantic Investments, LLC and America Online Latin America, Inc. and,
for limited purposes, AOL Time Warner Inc. (filed as Exhibit 10.2 to
America Online Latin America, Inc.'s Annual Report on Form 10-K filed
on April 1, 2002 and incorporated by reference herein. Portions of
such Exhibit containing confidential information have been omitted
therefrom and have been filed by the Reporting Persons separately with
the Securities and Exchange Commission).
6. Second Amended and Restated Registration Rights Agreement, dated as of
March 8, 2002, by and among America Online Latin America, Inc., AOL
Time Warner Inc., America Online, Inc., Aspen Investments LLC, and
Atlantis Investments LLC. (filed as Exhibit 10.4 to America Online
Latin America, Inc.'s Annual Report on Form 10-K filed on April 1,
2002 and incorporated by reference herein).
7. Voting Agreement, dated as of March 8, 2002, by and among AOL Time
Warner Inc., America Online, Inc., Aspen Investments LLC and Atlantis
Investments LLC.
8. Voting Agreement, dated as of March 8, 2002, by and among AOL Time
Warner Inc., America Online, Inc., Banco Itau, S.A., Banco Banerj,
S.A., Banco Itau, S.A.-Cayman Branch, and Itau Bank Limited.
9. Amended and Restated Registration Rights and Stockholders' Agreement,
dated as of March 30, 2001, by and among America Online Latin America,
Inc., Banco Itau, S.A., Banco Banerj, S.A., Banco Itau, S.A.-Cayman
Branch, Itau Bank Limited, and for purposes of certain sections
thereof, America Online, Inc., Atlantis Investments LLC, and Aspen
Investments LLC. (filed as Exhibit 2 to the Reporting Persons'
Amendment No. 3 to Schedule 13D filed on April 13, 2001 and
incorporated by reference herein).
10. America Online Latin America, Inc.'s Restated Certificate of
Incorporation (filed as Exhibit 3.1 to America Online Latin America,
Inc.'s Annual Report on Form 10-K filed on April 1, 2002 and
incorporated by reference herein).
11. Stock Purchase Agreement, dated as of March 30, 2001, by and among
America Online Latin America, Inc., America Online, Inc., Aspen
Investments LLC, Atlantis Investments LLC, and Banco Itau, S.A.-Cayman
Branch. (filed as Exhibit 8 to the Reporting Persons' Amendment No. 3
to Schedule 13D filed on April 13, 2001 and incorporated by reference
herein).
12. America Online Latin America, Inc's Restated By-laws (filed as Exhibit
3.2 to Amendment No. 10 to America Online Latin America, Inc's Form
S-1 Registration Statement (File No. 333-95051), filed with the
Securities and Exchange Commission on July 27, 2000 and incorporated
by reference herein).
13. Joint Filing Agreement, dated January 22, 2001, between AOL Time
Warner Inc. and America Online, Inc. (filed as Exhibit 7 to the
Reporting Persons' Amendment No. 1 to Schedule 13D filed on January
22, 2001 and incorporated by reference herein).
SIGNATURES
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.
AOL TIME WARNER INC.
By: /s/ Wayne H. Pace
--------------------------------
Name: Wayne H. Pace
Title: Executive Vice President and
Chief Financial Officer
Date: April 5, 2002
AMERICA ONLINE, INC.
By: /s/ Joseph A. Ripp
---------------------------------
Name: Joseph A. Ripp
Title: Executive Vice President and
Chief Financial Officer
Date: April 5, 2002
SCHEDULE I
ADDRESSES OF THE CISNEROS GROUP AND THE BANCO ITAU GROUP
AND THE BANCO ITAU REPORTING PERSONS
Atlantis Investments LLC
c/o Finser Corporation
550 Biltmore Way, Suite 900
Coral Gables, FL 33134
Aspen Investments LLC
c/o Finser Corporation
550 Biltmore Way, Suite 900
Coral Gables, FL 33134
Banco Itau, S.A.
176 Rua Boa Vista
01014-913 Sao Paulo, Brazil
Banco Banerj, S.A.
Rua da Alfandega 28, 9th Floor
Rio de Janeiro, Brazil
Itau Bank Limited
Ansbacher House, 3rd Floor
20 Genesis Close -P.O. Box 10141
Grand Cayman
Cayman Islands, B.W.I.
Banco Itau, S.A.-Cayman Branch
Ansbacher House, 3rd Floor
20 Genesis Close -P.O. Box 10141
Grand Cayman
Cayman Islands, B.W.I.
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS OF AOL TIME WARNER
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of AOL
Time Warner. Except as indicated below, each such person is a U.S. citizen, and
the business address of each such person is 75 Rockefeller Plaza, New York, New
York 10019.
Board of Directors
Name and Title Present Principal Occupation
-------------- ----------------------------
Stephen M. Case Chairman of the Board; AOL Time Warner Inc.
Gerald M. Levin Chief Executive Officer; AOL Time Warner Inc.
Kenneth J. Novack Vice Chairman; AOL Time Warner Inc.
R.E. Turner Vice Chairman; AOL Time Warner Inc.
Daniel F. Akerson Chairman of the Board and Chief Executive Officer;
XO Communications, Inc.
11111 Sunset Hills Road
Reston, VA 20190
(a broadband and communications company)
James L. Barksdale President and Chief Executive Officer of Barksdale
Management Corporation
800 Woodland Parkway
Suite 118
Ridgland, MS 39157
Stephen F. Bollenbach President and Chief Executive Officer;
Hilton Hotels Corporation
9336 Civic Center Drive
Beverly Hills, CA 90210
Frank J. Caufield Partner;
Kleiner Perkins Caufield & Byers
Four Embarcadero Center
San Francisco, CA 94111
(a venture capital partnership)
Miles R. Gilburne Principal; ZG Ventures L.L.C.
1250 Connecticut Avenue
Washington, D.C. 20036
Carla A. Hills Chairman and Chief Executive
Officer; Hills & Company
1200 19th Street, NW
Washington, DC 20036
(international trade and investment consultants)
Reuben Mark Chief Executive Officer;
Colgate-Palmolive Company
300 Park Avenue
New York, NY 10022
(consumer products)
Michael A. Miles Former Chairman of the Board and
Chief Executive Officer of Phillip
Morris Companies Inc.; Director of
Various Companies
c/o AOL Time Warner Inc.
Richard D. Parsons Co-Chief Operating Officer; AOL Time Warner Inc.
Robert W. Pittman Co-Chief Operating Officer; AOL Time Warner Inc.
Franklin D. Raines Chairman and Chief Executive Officer;
Fannie Mae
3900 Wisconsin Avenue, NW
Washington, DC 20016-2806
(a non-banking financial services company)
Francis T. Vincent, Jr. Chairman of Vincent Enterprises
and Director of Various Companies;
290 Harbor Drive
Stamford, CT 06902
(a private investment firm)
Executive Officers Who Are Not Directors
Name Title and Present Principal Occupation
---- --------------------------------------
Paul T. Cappuccio Executive Vice President, General Counsel and
Secretary; AOL Time Warner Inc.
David Colburn Executive Vice President and President of Business
Development for Subscription Services and
Advertising and Commerce Businesses;
AOL Time Warner Inc.
Adolf R. DiBiaso Executive Vice President of Strategy and
Investments; AOL Time Warner Inc.
Patricia Fili-Krushel Executive Vice President of Administration; AOL
Time Warner Inc.
Robert M. Kimmitt Executive Vice President, Global & Strategic
Policy; AOL Time Warner Inc.
Kenneth B. Lerer Executive Vice President; AOL Time Warner Inc.
Wayne H. Pace Executive Vice President and Chief Financial
Officer; AOL Time Warner Inc.
William J. Raduchel Executive Vice President and Chief Technology
Officer; AOL Time Warner Inc.
Mayo S. Stuntz, Jr. Executive Vice President; AOL Time Warner Inc.
SCHEDULE III
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
America Online, Inc. Unless otherwise noted, each such person is a U.S. citizen,
and the business address of each such person is 22000 AOL Way, Dulles, Virginia
20166.
Board of Directors
Name and Title Present Principal Occupation
-------------- ----------------------------
Paul T. Cappuccio Executive Vice President, General Counsel
and Secretary;
AOL Time Warner Inc.
75 Rockefeller Plaza
New York, New York 10019
J. Michael Kelly Chief Operating Officer; America Online, Inc.
Barry M. Schuler Chairman and Chief Executive Officer; America
Online, Inc.
Executive Officers Who Are Not Directors
Name Title and Present Principal Occupation
---- --------------------------------------
Janice Brandt Vice Chair and Chief Marketing Officer; America
Online, Inc.
Theodore J. Leonsis Vice Chair and New Product Officer; America
Online, Inc.
David M. Colburn President, Business Affairs and Development;
America Online, Inc.
Raymond J. Oglethorpe President; America Online, Inc.
Joseph A. Ripp Executive Vice President, Chief Financial Officer
and Treasurer; America Online, Inc.
Mark E. Stavish Executive Vice President, Human Resources;
America Online, Inc.
Randall J. Boe Executive Vice President, General Counsel and
Secretary; America Online, Inc.
Ann Brackbill Executive Vice President, Corporate
Communications; America Online, Inc.