SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN
STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
chinadotcom corporation
---------------------------------------
(Name of Issuer)
Class A Common Shares, par value $0.00025 per share
---------------------------------------------------
(Title of Class of Securities)
G2108N 10 9
---------------------------------------
(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:
David J. Sorkin, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
---------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 11, 2001
---------------------------------------
(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. G2108N 10 9 Page 2 of 14
1 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) [ ]
(b) [ ]
3 SEC USE ONLY:
4 SOURCE OF FUNDS:
Not Applicable (See Item 3)
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
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 18,594,250 (1)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
18,594,250 (1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
18,594,250 (1) (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES: [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
18.5% (1)
14 TYPE OF REPORTING PERSON:
HC
CUSIP No. G2108N 10 9 Page 3 of 14
1 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) [ ]
(b) [ ]
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 18,594,250 (1)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
18,594,250 (1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
18,594,250 (1) (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES: [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
18.5% (1)
14 TYPE OF REPORTING PERSON:
CO
_________________________
1 Based on 100,509,458 Class A Common Shares of chinadotcom outstanding
as of September 30, 2000, as disclosed by chinadotcom corporation in
its Registration Statement on Form F-4 filed with the Securities and
Exchange Commission on December 22, 2000.
Page 4 of 14
Item 1. Security and Issuer.
AOL Time Warner Inc., a Delaware corporation ("AOL Time Warner"), and
its wholly owned subsidiary, America Online, Inc., a Delaware corporation
("America Online") (collectively, the "Reporting Persons"), hereby file this
Statement on Schedule 13D to amend and supplement the Statement on Schedule
13G originally filed on February 15, 2000 ("Schedule 13G") pursuant to Rule
13d-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), with respect to the Class A Common Shares, par value $0.001 per share
("chinadotcom Common Stock"), of chinadotcom corporation, a Cayman Islands
corporation ("chinadotcom"), having its principal executive offices at 20/F
Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong. As provided in
the Joint Filing Agreement filed as Exhibit 1 hereto, the Reporting Persons
have agreed pursuant to Rule 13d-1(k) under the Securities Exchange Act of
1934, to file one Statement on Schedule 13D with respect to their ownership
of chinadotcom Common Stock.
This Schedule 13D is being filed solely to reflect the combination
(the "Holding Company Transaction") on January 11, 2001 of America Online and
Time Warner Inc. ("Time Warner"), in connection with which (1) each of
America Online and Time Warner became a wholly owned subsidiary of AOL Time
Warner and (2) AOL Time Warner became the ultimate beneficial owner of the
chinadotcom Common Stock held of record by America Online (as well as Warrant
A and Warrant B (as defined in Item 3)).
The Schedule 13G is hereby amended and supplemented by this Schedule
13D.
Item 2. Identity and Background.
This statement is being filed by AOL Time Warner Inc., a Delaware
corporation ("AOL Time Warner"), having its principal executive offices at 75
Rockefeller Plaza, New York, New York 10019, and America Online, Inc., a
Delaware corporation ("America Online") (America Online, together with AOL
Time Warner, the "Reporting Persons"), having its principal executive offices
at 22000 AOL Way, Dulles, Virginia 20166.
AOL Time Warner is the first internet powered media and
communications company. Its business interests include: interactive
services, cable systems, publishing, music, networks and filmed
entertainment. Substantially all of AOL Time Warner's interests in filmed
entertainment, most of its interests in cable systems and a substantial
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. America Online is a direct wholly owned
subsidiary of AOL Time Warner. America Online is the world's leader in
branded interactive services and content.
Page 5 of 14
To the best of the 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 I and II hereto. The information contained in
Schedules I and II 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 I and II 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.
This Schedule 13D is being filed while the Reporting Persons are in
the process of verifying information required herein from their respective
directors and executive officers. If the Reporting Persons obtain
information concerning such individuals which would cause a material change
in the disclosure contained herein, an amendment to this Schedule 13D will be
filed that will disclose such change.
To the best knowledge of the Reporting Persons, no directors or
officers of the Reporting Persons have legal or beneficial ownership of any
chinadotcom Common Stock.
Item 3. Source and Amount of Funds or Other Consideration.
The information set forth or incorporated by reference in Items 5 and
6 is hereby incorporated herein by reference.
America Online and chinadotcom entered into a Subscription Agreement,
dated as of June 8, 1999 (the "Subscription Agreement"), pursuant to which
America Online agreed to purchase 10% of the outstanding chinadotcom Common
Stock at a subscription price to be determined based on the price of the
initial public offering of chinadotcom Common Stock. Upon the completion of
the initial public offering of chinadotcom Common Stock on July 12, 1999 (the
"IPO"), the subscription price became fixed at approximately $34.0 million
for 3,397,600 shares of chinadotcom Common Stock. The source of funds for
this subscription was working capital of America Online. Because a two-for-
one stock split of the chinadotcom Common Stock occurred on May 5, 2000,
America Online currently owns 6,795,200 shares of chinadotcom Common Stock.
The Subscription Agreement is filed as Exhibit 2 to this Statement and is
hereby incorporated herein by reference.
Page 6 of 14
In connection with and in consideration of the above referenced
subscription, on June 8, 1999 chinadotcom issued two warrants to purchase
chinadotcom Common Stock to America Online. Warrant A, issued on June 8,
1999 ("Warrant A"), is filed as Exhibit 3 to this Statement and is hereby
incorporated herein by reference. Warrant B, issued on June 8, 1999
("Warrant B"), is filed as Exhibit 4 to this Statement and is hereby
incorporated herein by reference. The terms of Warrant A and Warrant B are
set forth in Item 5.
On January 11, 2001, the Holding Company Transaction was consummated
pursuant to the Second Amended and Restated Agreement and Plan of Merger,
dated as of January 10, 2000, by and among AOL Time Warner, America Online,
America Online Merger Sub Inc., a Delaware corporation and a direct wholly
owned subsidiary of AOL Time Warner ("America Online Merger Sub"), Time
Warner and Time Warner Merger Sub Inc., a Delaware corporation and a direct
wholly owned subsidiary of AOL Time Warner ("Time Warner Merger Sub"),
whereby among other things, America Online Merger Sub merged with and into
America Online with America Online continuing as the surviving corporation
and becoming a direct wholly owned subsidiary of AOL Time Warner and Time
Warner Merger Sub merged with and into Time Warner with Time Warner
continuing as the surviving corporation and becoming a direct wholly owned
subsidiary of AOL Time Warner (together, the "Mergers"). In addition, upon
consummation of the Mergers (i) each outstanding share of America Online
Common Stock was automatically converted into one share of AOL Time Warner
Common Stock, (ii) each outstanding share of Time Warner Common Stock was
automatically converted into 1.5 shares of AOL Time Warner Common Stock, and
(iii) each outstanding share of Time Warner Series LMCN-V Common Stock was
automatically converted into 1.5 shares of AOL Time Warner Series LMCN-V
Common Stock having terms substantially identical to those of the Time Warner
Series LMCN-V Common Stock.
As a result of the Holding Company Transaction, AOL Time Warner
became the ultimate beneficial owner of the chinadotcom Common Stock held of
record by America Online and of Warrant A and Warrant B.
Item 4. Purpose of the Transaction.
America Online acquired the securities of chinadotcom described
herein as an investment and holds them in the ordinary course of business and
not with the purpose or effect of changing the control of chinadotcom.
As described in Item 3 above, AOL Time Warner became the ultimate
beneficial owner of the chinadotcom Common Stock as a result of the
consummation of the Holding Company Transaction.
AOL Time Warner and America Online intend to review and evaluate
their investment in chinadotcom from time to time. On the basis of such
review and evaluation, AOL Time Warner and America Online may acquire
additional chinadotcom securities from time to time in market transactions or
Page 7 of 14
otherwise or may dispose of some or all of their holdings of chinadotcom
securities from time to time in market transactions or otherwise.
Other than as described above, neither AOL Time Warner or America
Online has any current plans or proposals that relate to or would result in
(i) the acquisition or disposition of securities of chinadotcom; (ii) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving chinadotcom or any of its subsidiaries; (iii) a sale
or transfer of a material amount of assets of chinadotcom or any of its
subsidiaries; (iv) any change in the present board of directors or management
of chinadotcom, including any current plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board of
directors of chinadotcom; (v) any material change in the present
capitalization or dividend policy of chinadotcom; (vi) any other material
change in chinadotcom's business or corporate structure; (vii) changes in
chinadotcom's charter, by-laws or instruments corresponding thereto or other
actions which may impede the acquisition of control of chinadotcom by any
person; (viii) causing a class of securities of chinadotcom to be delisted
from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association; (ix) causing a class of equity securities of chinadotcom to
become eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or (x) any action similar
to any of those enumerated in clauses (i) through (ix) of this sentence.
Item 5. Interest in Securities of chinadotcom.
The information set forth or incorporated by reference in Items 3 and
6 is hereby incorporated herein by reference.
Warrant A became exercisable by America Online on October 12, 2000,
and it provides that America Online may, at any time until July 12, 2003,
purchase a number of shares of chinadotcom Common Stock which, when added to
the number of shares of chinadotcom Common Stock owned, legally or
beneficially by America Online, would equal 18.5% of the then total
outstanding shares of chinadotcom Common Stock on a fully diluted basis. The
exercise price for Warrant A is $5.00 per share.
Warrant B will become exercisable by America Online on July 12, 2001,
and it provides that America Online may, at any time thereafter until July
12, 2003, purchase a number of shares of chinadotcom Common Stock equal to
6.5% of the then total outstanding shares of chinadotcom Common Stock on a
fully diluted basis. The exercise price for Warrant B is $42.50 per share.
Page 8 of 14
Warrant A and Warrant B may only be sold, transferred, assigned or
hypothecated, to any person, other than any limited partnership with the same
general partner, or to any company that, directly or indirectly, controls or
is controlled by or is under common control with America Online.
On January 11, 2001, in connection with the Holding Company
Transaction described in Item 3 above, America Online became a direct wholly
owned subsidiary of AOL Time Warner. As a result, AOL Time Warner and
America Online may be deemed to have shared power to vote and dispose of the
6,795,200 shares of chinadotcom Common Stock, Warrant A and Warrant B, all of
which are registered in the name of America Online and owned beneficially by
AOL Time Warner.
Except as described herein, to the best knowledge of the Reporting
Persons as of the date hereof, (i) none of the Reporting Persons nor any of
the executive officers or directors of the Reporting Persons, beneficially
owns any shares of chinadotcom Common Stock, and (ii) there have been no
transactions in the shares of chinadotcom Common Stock effected during the
past 60 days by the Reporting Persons, nor, to the best of the knowledge of
the Reporting Persons, by any of the executive officers or directors of the
Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of chinadotcom.
The information set forth or incorporated by reference in Items 3 and
5 is hereby incorporated herein by reference.
The Subscription Agreement also provides that so long as America
Online holds not less than 5% of the issued and outstanding shares of
chinadotcom Common Stock, America Online will be entitled to designate such
number of directors, in any event not less than one director, to sit on the
board of directors of chinadotcom as is proportionate to America Online's
equity interest in chinadotcom.
The Subscription Agreement contains a provision which requires that
if America Online intends to resell or transfer any of the shares of
chinadotcom Common Stock purchased by it pursuant to the Subscription
Agreement (the "Offered Securities"), America Online must first offer the
sale of the Offered Securities to the other shareholders of chinadotcom set
forth on Exhibit C to the Subscription Agreement (the "First Offer
Shareholders"), at the same price and on no less favorable terms as America
Online offers the Offered Securities to any other third party. The First
Offer Shareholders have the option to purchase (subject to cutback, if
necessary, on a basis that is proportional to their holdings of chinadotcom
Common Stock) such Offered Securities for 30 days following their receipt of
notice of America Online's intent to sell the Offered Securities.
Page 9 of 14
In connection with the Subscription Agreement, chinadotcom and
America Online also entered into a Registration Rights Agreement dated as of
June 8, 1999 (the "Registration Rights Agreement"). The Registration Rights
Agreement is filed as Exhibit 5 to this Statement and is hereby incorporated
herein by reference. The Registration Rights Agreement provides that America
Online has the right to make a single request that chinadotcom register
shares of chinadotcom Common Stock held by America Online under the
Securities Act of 1933 (the "Securities Act"). This right is subject to
customary limitations and cutback provisions in favor of chinadotcom. In
addition, America Online is entitled to "piggyback" registration rights in
cases where chinadotcom files registration statements with respect to sales
of chinadotcom Common Stock. These "piggyback" rights will terminate once
America Online's equity interest in chinadotcom falls below 5% or its sale of
shares is permitted pursuant to Rule 144(k) under the Securities Act and are
also subject to customary limitations and cutback provisions in favor of
chinadotcom.
To the best of the knowledge of AOL Time Warner and America Online,
except as described in this Schedule 13D, there are at present no other
contracts, arrangements, understandings or relationships among the persons
named in Item 2 above, and between any such persons and any persons, with
respect to any securities of chinadotcom.
Item 7. Material to Be Filed as Exhibit.
Exhibit Number Description
1 Joint Filing Agreement, dated January 22, 2001, between
AOL Time Warner Inc. and America Online, Inc.
2 Subscription Agreement by and between chinadotcom
corporation and America Online, Inc. dated as of June 8,
1999, incorporated herein by reference to Exhibit 10.1.21
to Amendment No. 1 to Form F-1 Registration Statement of
chinadotcom corporation (Reg. No. 333-10498) as filed on
June 30, 1999.
3 Warrant "A" to Purchase Class A Common Shares of
chinadotcom corporation, issued June 8, 1999
4 Warrant "B" to Purchase Class A Common Shares of
chinadotcom corporation, issued June 8, 1999
5 Registration Rights Agreement by and between chinadotcom
corporation and America Online, Inc. dated as of June 8,
1999
Page 10 of 14
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
AOL TIME WARNER INC.
By: /s/ J. Michael Kelly
-------------------------
Name: J. Michael Kelly
Title: Executive Vice President
and Chief Financial
Officer
AMERICA ONLINE, INC.
By: /s/ Randall J. Boe
-------------------------
Name: Randall J. Boe
Title: Senior Vice President,
General Counsel and
Secretary
Dated: January 22, 2001
Page 11 of 14
Schedule I
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;
Chairman of the Board AOL Time Warner Inc.
Gerald M. Levin Chief Executive Officer;
Chief Executive Officer AOL Time Warner Inc.
Kenneth J. Novack Vice Chairman;
Vice Chairman AOL Time Warner Inc.
R.E. Turner Vice Chairman and Senior Advisor;
Vice Chairman and AOL Time Warner Inc.
Senior Advisor
Daniel F. Akerson Chairman of the Board and
Chief Executive Officer;
XO Communications, Inc.
1505 Farm Credit Drive
McLean, VA 22101
(a broadband and communications company)
James L. Barksdale Partner;
The Barksdale Group
c/o AOL Time Warner Inc.
(a venture capital firm)
Stephen F. Bollenbach President and Chief Executive Officer;
Hilton Hotels Corporation
9336 Civic Center Drive
Beverly Hills, CA 90210
(hotel ownership and management)
Frank J. Caufield Partner;
Kleiner Perkins Caufield & Byers
Four Embarcadero Center
San Francisco, CA 94111
(a venture capital partnership)
Miles R. Gilburne Director;
AOL Time Warner Inc.
Page 12 of 14
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
Three Lakes Drive
Northfield, IL 60093
Richard D. Parsons Co-Chief Operating Officer;
Co-Chief Operating Officer AOL Time Warner Inc.
Robert W. Pittman Co-Chief Operating Officer;
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
(Private Investor) and
Director of Various Companies
Vincent Enterprises
300 First Stamford Place
Stamford, CT 06902
Executive Officers Who Are Not Directors
----------------------------------------
Name Title and Present Principal Occupation
---- --------------------------------------
Richard J. Bressler Executive Vice President;
AOL Time Warner Inc.
Paul T. Cappuccio Executive Vice President, General Counsel
and Secretary; AOL Time Warner Inc.
David Colburn Executive Vice President;
AOL Time Warner Inc.
Page 13 of 14
J. Michael Kelly Executive Vice President and Chief Financial
Officer; AOL Time Warner Inc.
Kenneth B. Lerer Executive Vice President;
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.
George Vradenburg, III Executive Vice President for Global and
Strategic Policy;
AOL Time Warner Inc.
Page 14 of 14
SCHEDULE II
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. 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
-------------- ----------------------------
Paul T. Cappuccio Executive Vice President, General Counsel
and Secretary; AOL Time Warner Inc.
J. Michael Kelly Executive Vice President and Chief
Financial Officer; AOL Time Warner Inc.
Barry M. Schuler Chairman and Chief Executive Officer;
Chairman and America Online, Inc.
Chief Executive Officer
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.
Raymond J. Oglethorpe President and Chief Operating Officer;
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 Senior Vice President, General Counsel and
Secretary; America Online, Inc.
Ann Brackbill Senior Vice President, Corporate
Communications; America Online, Inc.
Exhibit 1
JOINT FILING AGREEMENT
AOL Time Warner Inc., a Delaware corporation and America
Online, Inc., a Delaware corporation, each hereby agrees, in accordance with
Rule 13d-1(k) under the Securities Exchange Act of 1934, that the Schedule
13D filed herewith, and any amendments thereto, relating to the shares of
common stock, par value $0.00025, of chinadotcom corporation, a Cayman
Islands corporation, is, and will be, jointly filed on behalf of each such
person and further agree that this Joint Filing Agreement be included as an
Exhibit to such joint filings. In evidence thereof, the undersigned hereby
execute this Agreement as of the date set forth below.
Dated: January 22, 2001
AOL TIME WARNER INC.
By: /s/ J. Michael Kelly
-------------------------
Name: J. Michael Kelly
Title: Executive Vice President
and Chief Financial
Officer
AMERICA ONLINE, INC.
By: /s/ Randall J. Boe
-------------------------
Name: Randall J. Boe
Title: Senior Vice President,
General Counsel and
Secretary