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. 10)
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 LLP
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)
September 30, 2003
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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 |_|.
CUSIP No. 02365B100 Page 2 of 13
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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
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
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:
OO
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
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 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 76,529,256 (1)
EACH ---------- ------------------------------------------------
REPORTING ---------- ------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
136,551,706 (2)
---------- ------------------------------------------------
---------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
76,529,256
---------- ------------------------------------------------
---------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
136,851,706 (3)
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--------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
213,380,962
--------- ----------------------------------------------------------------------
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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):
69.20% (4)
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14 TYPE OF REPORTING PERSON:
HC, CO
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-----------------------------------------------------
1 Represents 44,150,105 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 $160,000,000 11% senior convertible
notes owned by AOL Time Warner Inc. ("AOL Time Warner"), are immediately
convertible at an initial conversion price of $3.624 plus 32,379,151 shares
of Class A Common Stock into which (ultimately) 32,379,151 shares of Series
B Redeemable Convertible Preferred Stock owned by AOL Time Warner are
immediately convertible on a one-for-one basis.
2 Calculated pursuant to Rule 13d-3, includes (i) 40,169,780 shares of Class
A Common Stock owned by America Online, Inc. ("AOL"), (ii) 79,840,676
shares of Class A Common Stock into which (ultimately) 79,840,676 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.
4. For purposes of beneficial ownership calculation under Rule 13d-3, the
number of outstanding shares includes: (i) the 135,136,771 shares of Class
A Common Stock outstanding (including 40,169,780 shares of Class A Common
Stock owned by AOL) as of August 11, 2003 based on AOL-LA's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2003, filed on August
14, 2003, (ii) 79,840,676 shares of Class A Common Stock into which
(ultimately) 79,840,676 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, (v)
44,150,105 shares of Class A Common Stock issuable upon conversion of AOL
Time Warner's $160,000,000 11% senior convertible notes and (vi) 32,379,151
shares of Class A Common Stock into which (ultimately) 32,379,151 shares of
Series B Redeemable Convertible Preferred Stock owned by AOL Time Warner
are immediately convertible on a one-for-one basis.
CUSIP No. 02365B100 Page 3 of 13
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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) [ ]
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
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
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--------------------------------------------------------------------------------
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 ]
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
59.0% (3)
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON:
CO
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1 Calculated pursuant to Rule 13d-3, includes (i) 40,169,780 shares of Class
A Common Stock owned by AOL, (ii) 79,840,676 shares of Class A Common Stock
into which (ultimately) 79,840,676 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.
3 For purposes of beneficial ownership calculation under Rule 13d-3, the
number of outstanding shares includes: (i) the 135,136,771 shares of Class
A Common Stock outstanding (including 40,169,780 shares of Class A Common
Stock owned by AOL) based on AOL-LA's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2003, filed on August 14, 2003, (ii) 79,840,676
shares of Class A Common Stock into which (ultimately) 79,840,676 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.
CUSIP No. 02365B100 Page 4 of 13
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. 10
("Amendment No. 10") 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"), June 17, 2002 ("Amendment
No. 5"), August 29, 2002 ("Amendment No. 6"), October 18, 2002 ("Amendment No.
7"), January 24, 2003 ("Amendment No. 8") and May 6, 2003 ("Amendment No. 9")
(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. 10 have the meanings given to such terms in the Statement.
Item 1. Security and Issuer
This Amendment No. 10 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 400, Fort Lauderdale, Florida 33309.
Item 2. Identity and Background
Item 2 of the Statement is hereby amended by deleting the first paragraph
thereof and adding the following in lieu thereof:
This Amendment No. 10 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. 10 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"), and Itau Bank Limited, a Cayman limited liability company
(collectively, the "Banco Itau Reporting Persons"), by virtue of the agreements
among
CUSIP No. 02365B100 Page 5 of 13
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. 10.
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 paragraph thereof:
In accordance with the terms of the Tranche Notes (as defined in Item 5),
on June 30, 2003 and September 30, 2003, AOL-LA issued 6,962,267 shares and
4,037,502 shares, respectively, of Series B Preferred Stock to AOL Time Warner
as payment of interest due as of such dates on $160,000,000 aggregate principal
amount of AOL-LA's 11% Senior Convertible Notes due 2007 held by AOL Time
Warner.
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 August 11, 2003, based on AOL-LA's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2003, filed on August 14, 2003, there were
135,136,771 shares of Class A Common Stock outstanding. No shares of AOL-LA's
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 231,818,697 (1) and (ii) together with the 76,529,256 shares of
Class A Common Stock issuable, directly or indirectly, upon conversion of (x)
the First Tranche Notes, the Second Tranche Notes, the Third Tranche Notes, the
Fourth Tranche Notes, the Fifth Tranche Notes, the Sixth Tranche Notes, the
Seventh Tranche Notes and the Eighth Tranche Notes (collectively, the "Tranche
Notes") and (y) the 32,379,151 shares of Series B Preferred Stock issued to AOL
Time Warner by AOL-LA as payment of interest due on 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 308,347,953.
As of the date hereof, the Reporting Persons (i) beneficially own
40,169,780 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 96,381,926 shares of Class A Common Stock, which are issuable upon
conversion, directly or indirectly, of all of the
------------------
1 Includes (i) the 135,136,771 shares of Class A Common Stock outstanding
(including 40,169,780 shares of Class A Common Stock owned by AOL), (ii)
79,840,676 shares of Class A Common Stock into which (ultimately)
79,840,676 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.
CUSIP No. 02365B100 Page 6 of 13
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.
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., employees of AOL or AOL Time Warner, were each
granted an option to purchase 60,000 shares of Class A Common Stock. Janice
Brandt and Joseph Ripp, employees of AOL (each an "Employee" and along with
Messrs. Lynton, Kelly and Sokol, the "Employees"), 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 Employee must transfer the economic
benefit of his or her options 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 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 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 76,529,256 shares of
Class A Common Stock which are issuable upon conversion, directly or indirectly,
of: (i) 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 Tranche Notes and (ii)
the shares of Series B Preferred Stock issued to AOL Time Warner by AOL-LA as
payment of interest due on the Tranche Notes. As further described in Item 6,
the Tranche Notes are convertible at any time into Applicable Shares (as defined
in Item 6 of the Statement), which may be shares of Series B Preferred Stock or
Class A Common Stock, in any case at a conversion price of $3.624 per share.
AOL and AOL Time Warner have shared power to vote and dispose of 40,169,780
shares of Class A Common Stock held by AOL, the 79,840,676 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 Employees. AOL Time
Warner has sole power to vote and dispose of the 76,529,256 shares of Class A
Common Stock that are issuable upon conversion, directly or indirectly, of both
the Tranche Notes acquired by AOL Time Warner pursuant to the Note Purchase
Agreement and the shares of Series B Preferred Stock issued to AOL Time Warner
as payment of interest due on the Tranche Notes.
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 136,851,706 shares of Class
A Common Stock in the aggregate, or approximately 59.0% of the 231,818,697
shares of Class A Common Stock that
CUSIP No. 02365B100 Page 7 of 13
would be issued and 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, the conversion of the B Stock held by AOL Time Warner and the
conversion of the Tranche Notes, AOL Time Warner would beneficially own
213,380,962 shares of Class A Common Stock in the aggregate, or approximately
69.2% of the 308,347,953 shares of Class A Common Stock that would be issued and
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 held by the Reporting
Persons, AOL and AOL Time Warner would beneficially own approximately 35.3% and
55.0%, respectively, of the 387,986,655 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 35,895,292 shares of Class A
Common Stock, 79,518,702 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 29.8% of the 387,986,655 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 held by the
Reporting Persons. 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 35,937,840 shares of Class A Common Stock, or approximately 9.3% of the
387,986,655 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 held by the Reporting Persons. 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
CUSIP No. 02365B100 Page 8 of 13
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 Amendment No. 6 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.
Date: October 14, 2003
AOL TIME WARNER INC.
By: /s/ James W. Barge
-------------------------------------
Name: James W. Barge
Title: Senior Vice President and
Controller
AMERICA ONLINE, INC.
By: /s/ Stephen M. Swad
-------------------------------------
Name: Stephen M. Swad
Title: Executive Vice President and
Chief Financial Officer
CUSIP No. 02365B100 Page 9 of 13
SCHEDULE I
ADDRESSES OF THE CISNEROS 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
Praca Alfredo Egydio de Souza Aranha, 100
Torre Itausa - Parque Jabaquara
04344-902 Sao Paulo (SP), Brazil
Banco Banerj, S.A
Rua da Alfandega, 28 - 9 andar
20070-000 Rio de Janeiro (RJ), Brazil
Itau Bank Ltd.
P.O. Box 2587 - GT
Ansbacher House - 3rd Floor
20 Genesis Close - Georgetown
Grand Cayman - Cayman Islands, B.W.I.
Banco Itau, S.A - Grand Cayman Branch
P.O. Box 2582 - GT
Ansbacher House - 3rd Floor
20 Genesis Close - Georgetown
Grand Cayman - Cayman Islands, B.W.I.
CUSIP No. 02365B100 Page 10 of 13
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
-------------- ----------------------------
Richard D. Parsons Chairman of the Board and
Chief Executive Officer;
AOL Time Warner Inc.
Kenneth J. Novack Vice Chairman; AOL Time Warner Inc.
James L. Barksdale President and Chief Executive Officer;
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
Stephen M. Case Co-Founder, America Online, Inc.
Frank J. Caufield Co-Founder;
Kleiner Perkins Caufield & Byers
Four Embarcadero Center
San Francisco, CA 94111
(a venture capital partnership)
Miles R. Gilburne Managing Member; 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
(international trade and investment
consultants)
Reuben Mark Chairman and Chief Executive Officer;
Colgate-Palmolive Company
300 Park Avenue
New York, NY 10022
(consumer products)
CUSIP No. 02365B100 Page 11 of 13
Michael A. Miles Former Chairman of the Board and
Chief Executive Officer;
Phillip Morris Companies Inc.;
Director of Various Companies
c/o 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)
R.E. Turner Founder, Turner Broadcasting System, Inc.
Francis T. Vincent, Jr. Chairman; 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
---- --------------------------------------
Jeffrey A. Bewkes Chairman, Entertainment & Networks Group;
AOL Time Warner Inc.
Don Logan Chairman, Media & Communications Group;
AOL Time Warner Inc.
Paul T. Cappuccio Executive Vice President, General Counsel and
Secretary; 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.
Michael M. Lynton Executive Vice President and President,
International; AOL Time Warner Inc.
Olaf Olafsson Executive Vice President; AOL Time Warner Inc.
Wayne H. Pace Executive Vice President and
Chief Financial Officer; AOL Time Warner Inc.
CUSIP No. 02365B100 Page 12 of 13
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
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Name and Title Present Principal Occupation
-------------- ----------------------------
Don Logan Chairman, Media & Communications Group;
AOL Time Warner Inc.
75 Rockefeller Plaza
New York, New York 10019
Jonathan F. Miller Chairman and Chief Executive 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
----------------------------------------
Joseph A. Ripp Vice Chairman; America Online, Inc.
Theodore J. Leonsis Vice Chairman; America Online, Inc.
Lisa A. Hook President, AOL Broadband & Premium Services;
America Online, Inc.
J. Michael Kelly Chairman and Chief Executive Officer,
AOL International & Web Services;
America Online, Inc.
Joseph M. Redling Chief Marketing Officer; America Online, Inc.
Randall J. Boe Executive Vice President, General Counsel and
Secretary; America Online, Inc.
John Buckley Executive Vice President,
Corporate Communications; America Online, Inc.
Stephen M. Swad Executive Vice President and
Chief Financial Officer; America Online, Inc.
John A. McKinley Chief Technology Officer and President,
AOL Technologies; America Online, Inc.
Martin R. Fisher President, AOL Advanced Services;
America Online, Inc.
Michael M. Lynton President, AOL International;
America Online, Inc.
Peter B. Ashkin Executive Vice President, Advanced Devices;
America Online, Inc.
James P. Bankoff Executive Vice President, AOL Programming;
America Online, Inc.
Joel M. Davidson Executive Vice President, Web Properties;
America Online, Inc.
David A. Gang Executive Vice President, AOL Products;
America Online, Inc.
Mark. J. Greatrex Executive Vice President, Marketing and
Brand Development; America Online, Inc.
Matthew R. Korn Executive Vice President, Network and
Data Center Operations; America Online, Inc.
CUSIP No. 02365B100 Page 13 of 13
David A. Lebow Executive Vice President, Core Online Service;
America Online, Inc.
Robert Quigley Executive Vice President & COO,
Acquisition Marketing; America Online, Inc.
Neil Smit Executive Vice President, Member Services;
America Online, Inc.
Leonard V. Short Executive Vice President, Brand Marketing;
America Online, Inc.
Thomas R. Colan Senior Vice President, Controller and Treasurer;
America Online, Inc.