Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A SC 13D - for America Online Latin America, Inc. 17 70K
4: EX-14 Amendment No. 1 to the Note Purchase Agreement 14 61K
3: EX-15 Letter to Aspen Investments 3 8K
2: EX-16 Letter to Banco Itau 3 9K
SC 13D/A — SC 13D – for America Online Latin America, Inc.
Document Table of Contents
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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. 6)
America Online Latin America, Inc.
_______________________________________________________________________________
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
_______________________________________________________________________________
(Title of Class of Securities)
02365B100
_______________________________________________________
(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
_____________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 12, 2002
_____________________________________________________
(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 16
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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) [ ]
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
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
--------- ----------------------------------------------------------------------
-------------------- ---------- ------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED -------
BY EACH REPORTING 19,674,390(1)
PERSON WITH ------- -------------------------------------------------
------- -------------------------------------------------
8. SHARED VOTING POWER
136,551,706(2)
------- -------------------------------------------------
------- -------------------------------------------------
9. SOLE DISPOSITIVE POWER
19,674,390
------- -------------------------------------------------
------- -------------------------------------------------
10. SHARED DISPOSITIVE POWER
136,851,706(3)
-------------------- ------- ------------------------------------------------
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
156,526,096
-------------------------------------------------------------------------------
______________
(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 $71,300,000 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.
CUSIP No. 02365B100 Page 3 of 16
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-------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [X]
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
71.3%(4)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
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 August 9, 2002 as reported in AOL-LA's Quarterly Report on
Form 10-Q filed by AOL-LA on August 14, 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)
19,674,390 shares of Class A Common Stock issuable upon conversion of AOL Time
Warner's $71,300,000 11% senior convertible notes.
CUSIP No. 02365B100 Page 4 of 16
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-------------------------------------------------------------------------------
NAME OF REPORTING PERSON
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) [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
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY 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.
CUSIP No. 02365B100 Page 5 of 16
------------------- ------------
-------------------------------------------------------------------------------
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.
CUSIP No. 02365B100 Page 6 of 16
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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. 6
("Amendment No. 6") 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") and June 17, 2002 (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. 6 have the meanings given to such terms in the Statement.
Item 1. Security and Issuer
This Amendment No. 6 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 3. Source and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended by adding the following as the
last two paragraphs thereof:
On July 10, 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 "Fourth Tranche Notes") pursuant to a Note Purchase Agreement described in
Items 4 and 6 using funds from AOL Time Warner's working capital.
On August 12, 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 "Fifth Tranche Notes") pursuant to a Note Purchase Agreement described in
Items 4 and 6 using funds from AOL Time Warner's working capital.
Item 4. Purpose of Transaction
Item 4 of the Statement is hereby amended by deleting paragraphs 18 and 19
and adding the following new paragraph 18 in lieu thereof:
AOL Time Warner has entered into a Note Purchase Agreement with AOL-LA,
dated as of March 8, 2002 (as amended from time to time, 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
CUSIP No. 02365B100 Page 7 of 16
------------------- ------------
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"). On May 20, 2002, AOL Time Warner and AOL-LA executed an
amendment to the Note Purchase Agreement (the "Note Purchase Agreement
Amendment") to substitute a revised form of Certificate of Amendment (as defined
in Item 6) for the form attached to the Note Purchase Agreement initially
executed. The Note Purchase Agreement Amendment is attached hereto as Exhibit
14. As more fully discussed in Item 6, after obtaining shareholder approval at
its Annual Meeting of Stockholders held on July 31, 2002, AOL-LA filed the
Certificate of Amendment with the Secretary of State of the State of Delaware on
August 5, 2002. Among other things, the Certificate of Amendment increased the
number of authorized shares and adjusted the liquidation preferences of the
Series B Preferred Stock.
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 9, 2002, as reported in AOL-LA's Quarterly Report on Form 10-Q
filed by AOL-LA on August 14, 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, 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 199,921,771(1) and (ii) together
with the 19,674,390 shares of Class A Common Stock issuable, directly or
indirectly, upon conversion of the First Tranche Notes, the Second Tranche
Notes, the Third Tranche Notes, the Fourth Tranche Notes and the Fifth 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 219,596,161.
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.
CUSIP No. 02365B100 Page 8 of 16
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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 19,674,390 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 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. As described in Item 6 below, prior to August 5,
2002, the Tranche Notes were convertible initially into shares of Series F
Preferred Stock rather than Series B Preferred Stock.
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 Employees. AOL Time
Warner has sole power to vote and dispose of the 19,674,390 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 Employees, 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 Employees, and the conversion of the Tranche Notes, AOL Time Warner would
beneficially own 156,526,096 shares of Class A Common Stock in the aggregate, or
approximately 71.3% 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
CUSIP No. 02365B100 Page 9 of 16
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options, AOL and AOL Time Warner would beneficially own approximately 41.3% and
47.3%, respectively, of the 331,130,155 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 34.9% of the 331,130,155 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 35,937,840 shares of Class A Common Stock, or approximately 10.9% of the
331,130,155 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
CUSIP No. 02365B100 Page 10 of 16
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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 paragraph one and
adding the following new paragraph one in lieu thereof:
Upon the consummation of AOL-LA's initial public offering, Michael Lynton,
J. Michael Kelly, and Gerald Sokol, Jr., each an employee of AOL or AOL Time
Warner, were each granted an option to purchase 60,000 shares of Class A Common
Stock at the offering price of $8.00. Janice Brandt and Joseph Ripp, employees
of AOL, 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
at the offering price of $1.49.
Item 6 of the Statement is hereby amended by deleting paragraph nine and
adding the following new paragraph nine in lieu thereof:
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. This Certificate of Designation
provided that 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 (as amended by the Note Purchase Agreement
Amendment, the "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. On August 5,
2002, after obtaining shareholder approval(1) at its Annual Meeting of
Stockholders held on July 31, 2002, AOL-LA filed the Certificate of Amendment
with the Secretary of State of the State of Delaware. As a result, the Tranche
Notes became convertible in accordance with their terms into Series B Preferred
Stock.(2) Prior to August 5, 2002, the Tranche Notes were convertible into
Series F Preferred Stock. On August 6, 2002, AOL-LA filed its Fourth Restated
Certificate of Incorporation which incorporated, among other things, the changes
made by the Certificate of Amendment.
Item 6 of the Statement is hereby amended by deleting paragraph fifteen and
adding the following new paragraph fifteen in lieu thereof:
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
___________________
(1) Approval of the Certificate of Amendment by a majority of the outstanding
Series B Preferred Stock (all of which is held by AOL) voting as a separate
class was also required to be obtained and was obtained prior to the Annual
Meeting of Stockholders.
(2) See definition of "Applicable Shares" above for a description of
circumstances in which the Tranche Notes would become convertible into a series
or class of capital stock of AOL-LA other than Series B Preferred Stock.
CUSIP No. 02365B100 Page 11 of 16
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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. These proposals were to
be effected in the form of the Certificate of Amendment that was attached to the
Voting Agreements. The Voting Agreements were amended on May 20, 2002 to
substitute a revised form of Certificate of Amendment for the form attached to
the Voting Agreements initially executed. Upon approval of the above-referenced
proposals by the stockholders on July 31, 2002 and the subsequent filing of the
Certificate of Amendment on August 5, 2002, the Tranche Notes became convertible
in accordance with their terms into shares of Series B Preferred Stock.(3)
Item 7. Material to be Filed as Exhibits
Item 7 of the Statement is hereby amended by deleting Exhibit Number 10 and
adding the following in lieu thereof:
10. America Online Latin America, Inc.'s Fourth Restated Certificate
of Incorporation (filed as Exhibit 3.1 to America Online Latin
America, Inc.'s Quarterly Report on Form 10-Q filed on
August 14, 2002 and incorporated by reference herein).
Item 7 of the Statement is hereby amended by adding the following as the
last Exhibits thereof:
14. Amendment No. 1 to the Note Purchase Agreement, dated as of
May 20, 2002, between AOL Time Warner Inc. and America Online
Latin America, Inc.
15. Amendment dated as of May 20, 2002 to the 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.
16. Amendment dated as of May 20, 2002 to the 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.
(3) See definition of "Applicable Shares" above for a description of
circumstances in which the Tranche Notes would become convertible into a series
or class of capital stock of AOL-LA other than Series B Preferred Stock.
CUSIP No. 02365B100 Page 12 of 16
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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: August 29, 2002
AMERICA ONLINE, INC.
By: /s/Joseph A. Ripp
____________________________
Name: Joseph A. Ripp
Title: Executive Vice President and
Chief Financial Officer
Date: August 29, 2002
CUSIP No. 02365B100 Page 13 of 16
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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.
CUSIP No. 02365B100 Page 14 of 16
------------------- -------------
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)
CUSIP No. 02365B100 Page 15 of 16
------------------- -------------
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.
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
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.
Kenneth B. Lerer Executive Vice President; AOL Time Warner Inc.
Michael M. 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.
CUSIP No. 02365B100 Page 16 of 16
------------------- -------------
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
________________________________________
Jonathan F. Miller Chairman and 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.
John M. Buckley Executive Vice President, Corporate Communications;
America Online, Inc.
Joseph A. Ripp Executive Vice President and Chief Financial Officer;
America Online, Inc.
James E. de Castro President, Interactive Services; America Online, Inc.
David A. Lebow Executive Vice President, Programming and Strategy;
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 B. 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.
Thomas R. Colan Senior Vice President, Controller and Treasurer;
America Online, Inc.
EXHIBIT INDEX
Exhibit No. Description
14. Amendment No. 1 to the Note Purchase Agreement, dated as of
May 20, 2002, between AOL Time Warner Inc. and America Online
Latin America, Inc.
15. Amendment dated as of May 20, 2002 to the 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.
16. Amendment dated as of May 20, 2002 to the 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.
Dates Referenced Herein and Documents Incorporated by Reference
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