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. 5)
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)
May 28, 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 |_|.
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
AOL Time Warner Inc. 13-4099534
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [x]
(b) [ ]
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3 SEC USE ONLY:
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS:
WC
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
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
--------- ----------------------------------------------------------------------
-------------------- ---------- ------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 12,499,998 [1]
EACH ---------- ------------------------------------------------
REPORTING ---------- ------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
136,551,706 [2]
---------- ------------------------------------------------
---------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
12,499,998
---------- ------------------------------------------------
---------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
136,851,706 [3]
-------------------- ---------- ------------------------------------------------
--------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
149,351,704
--------- ----------------------------------------------------------------------
-----------------------------------------
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 $45,300,000 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 300,000 shares of Class A Common Stock
issuable upon exercise of certain employee options issued by AOL-LA.
--------- ----------------------------------------------------------------------
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):
70.3% [4]
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--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON:
HC, CO
--------- ----------------------------------------------------------------------
-----------------------------------------
4 For purposes of beneficial ownership calculation under Rule 13d-3, the
number of outstanding shares includes: (i) the 67,070,065 shares of Class A
Common Stock outstanding (including 4,000,000 shares of Class A Common
Stock owned by AOL) as of May 9, 2002 as reported in AOL-LA's Quarterly
Report on Form 10-Q filed by AOL-LA on May 15, 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) 300,000 shares of Class A Common Stock issuable
upon exercise of certain AOL-LA employee options and (v) 12,499,998 shares
of Class A Common Stock issuable upon conversion of AOL Time Warner's
$45,300,000 11% senior convertible notes.
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
America Online, Inc. 54-1322110
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [x]
(b) [ ]
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--------- ----------------------------------------------------------------------
3 SEC USE ONLY:
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS:
Not Applicable
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
--------- ----------------------------------------------------------------------
-------------------- -------- --------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 0
EACH -------- --------------------------------------------------
REPORTING -------- --------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
136,551,706 [1]
-------- --------------------------------------------------
-------- --------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------- --------------------------------------------------
-------- --------------------------------------------------
10 SHARED DISPOSITIVE POWER
136,851,706 [2]
-------------------- -------- --------------------------------------------------
--------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
136,851,706
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[x]
--------- ----------------------------------------------------------------------
-----------------------------------------
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 300,000 shares of Class A Common Stock
issuable upon exercise of certain AOL-LA employee options.
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
68.5%[3]
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON:
CO
--------- ----------------------------------------------------------------------
-----------------------------------------
3 For purposes of beneficial ownership calculation under Rule 13d-3, the
number of outstanding shares includes: (i) the 67,070,065 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
(ultimately) upon exercise of AOL's immediately exercisable warrant and
(iv) 300,000 shares of Class A Common Stock issuable upon exercise of
certain AOL-LA employee options.
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. 5
("Amendment No. 5") 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, further amended and restated in its entirety on April 13, 2001 and
further amended on April 5, 2002 ("Amendment No. 4") (as previously so amended,
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 to Amendment No. 4, 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. 5 have the meanings given to such terms in the Statement.
Item 1. Security and Issuer
This Amendment No. 5 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 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 April 23, 2002, AOL Time Warner purchased at par value $13,000,000
aggregate principal amount of AOL-LA's 11% Senior Convertible Notes due 2007
(the "Second Tranche Notes") pursuant to a Note Purchase Agreement described in
Items 4 and 6 using funds from AOL Time Warner's working capital.
On May 28, 2002, AOL Time Warner purchased at par value $15,000,000
aggregate principal amount of AOL-LA's 11% Senior Convertible Notes due 2007
(the "Third Tranche Notes") pursuant to a Note Purchase Agreement described in
Items 4 and 6 using funds from AOL Time Warner's working capital.
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 May 9, 2002, as reported in AOL-LA's Quarterly Report on Form 10-Q
filed by AOL-LA on May 15, 2002, there were 67,070,065 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 Officers (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 199,921,771[1] and (ii)
together with the 12,499,998 shares of Class A Common Stock issuable, directly
or indirectly, upon conversion of the First Tranche Notes, the Second Tranche
Notes and the Third Tranche Notes (collectively, the "Tranche Notes") with
respect to percentage ownership calculations made herein for AOL Time Warner,
increase the number of Class A Common Stock outstanding to 212,421,769.
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.
-----------------------------------------
1 Includes (i) the 67,070,065 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) 300,000 shares of Class A Common Stock
issuable upon exercise of certain AOL-LA employee options.
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 300,000 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., officers of AOL, were each granted an option to
purchase 60,000 shares of Class A Common Stock. Janice Brandt and Joseph Ripp,
officers of AOL (each an "officer" and along with Messrs. Lynton, Kelly and
Sokol, the "Officers"), were each granted an option to purchase 60,000 shares of
Class A Common Stock in connection with their appointment to the board of
directors of AOL-LA. Under the Reporting Persons' conflicts of interest
standards, each such Officer must transfer the economic benefit of his or her
options to AOL Time Warner or AOL, as applicable. Although each such Officer 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 Amendments to the Statement, 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 Officers 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 Officer.
Pursuant to Rule 13d-3(a) promulgated under the Exchange Act, AOL Time
Warner may also be deemed to beneficially own an additional 12,499,998 shares of
Class A Common Stock, which are issuable upon conversion, directly or
indirectly, of the 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 of the Statement), 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 300,000 shares of Class A Common Stock issuable upon
exercise of the stock options that were granted to the Officers. AOL Time
Warner has sole power to vote and dispose of the 12,499,998 shares of Class A
Common Stock that are issuable upon conversion, directly or indirectly, of the
Tranche Notes acquired by AOL Time Warner 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 Officers, AOL would beneficially own 136,851,706 shares of Class
A Common Stock in the aggregate, or approximately 68.5% 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 Officers, and the conversion of the Tranche Notes, AOL Time Warner would
beneficially own 149,351,704 shares of Class A Common Stock in the aggregate, or
approximately 70.3% 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 Tranche Notes and (iii) the exercise and conversion of
all outstanding warrants and stock options, AOL and AOL Time Warner would
beneficially own approximately 42.2% and 46.1%, respectively, of the 324,015,763
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 of the
Statement), 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 35.7% of the 324,015,763 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 Tranche Notes 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 (each as defined in Item 6 of the
Statement), 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 11.1% of
the 324,015,763 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 Tranche Notes 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 herein, 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 Amendment No. 4 and are incorporated in this Item 5 in
their entirety where such references and descriptions appear.
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: June 17, 2002
AMERICA ONLINE, INC.
By: /s/Joseph A. Ripp
------------------
Name: Joseph A. Ripp
Title: Executive Vice President
and Chief Financial Officer
Date: June 17, 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.
Richard D. Parsons 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.
Robert W. Pittman 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. DiBiasio 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.
Michael Lynton Executive Vice President and President, International;
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.
Wayne H. Pace Executive Vice President and Chief Financial Officer;
AOL Time Warner Inc.
75 Rockefeller Plaza
New York, New York 10019
Executive Officers Who Are Not Directors
----------------------------------------
Robert W. Pittman Chief Executive Officer; America Online, Inc.
Janice Brandt Vice Chair and Chief Marketing Officer;
America Online, Inc.
Theodore J. Leonsis Vice Chair, Advanced Services Group; America
Online, Inc.
Raymond J. Oglethorpe President; 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.
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.
James E. de Castro President, AOL Interactive Services;
America Online, Inc.
David M. Colburn President, Business Affairs and Development;
America Online, Inc.
Martin R. Fisher President, Technology Department; America Online, Inc.
David A. Gang Executive Vice President, Product Marketing and
President, AOL Strategic Business Solutions; America
Online, Inc.
Lisa A. Hook President, AOL Anywhere/AOL Broadband;
America Online, Inc.
Michael M. Lynton President, AOL International; America Online, Inc.
Joseph M. Redling President, Marketing; America Online, Inc.
Robert Sherman President, Interactive Marketing; America Online, Inc.
Peter B. Ashkin Executive Vice President, Technology Assessment;
America Online, Inc.
James P. Bankoff Executive Vice President, Operations, Interactive
Services; America Online, Inc.
Joel M. Davidson Executive Vice President, AOL Web Properties; America
Online, Inc.
Matthew R. Korn Executive Vice President, Network and Data Center
Operations; America Online, Inc.
Neil Smit Executive Vice President, Member Services; America
Online, Inc.