Aol LLC – ‘DEFS14A’ for 2/6/98

As of:  Tuesday, 1/20/98   ·   For:  2/6/98   ·   Accession #:  928385-98-87   ·   File #:  1-12143

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Definitive Proxy Solicitation Material — Special Meeting   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Definitive Special Meeting Material                   11     41K 

DEFS14A
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SCHEDULE 14A INFORMATION  

Proxy Statement Pursuant to Section 14(a) of the Securities 
Exchange Act of 1934 (Amendment No.  )  

Filed by the Registrant [X]                                                     

Filed by a Party other than the Registrant [_]                                  

Check the appropriate box:                                                      

[_]  Preliminary Proxy Statement        [_]  Confidential, for Use of the       
                                          Commission Only (as permitted by
                           Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement                                                 

[_]  Definitive Additional Materials                                            

[_]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

America Online, Inc.  
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)  

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)  

Payment of Filing Fee (Check the appropriate box):                              

[X]  No fee required.                                                           

[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.   

(1) Title of each class of securities to which transaction applies:   

   -------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:      

   -------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed  
   pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

   -------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:                  

   -------------------------------------------------------------------------

(5) Total fee paid:                                                   

   -------------------------------------------------------------------------

[_]  Fee paid previously with preliminary materials.                            

[_]  Check box if any part of the fee is offset as provided by Exchange         
  Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
     was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.           

(1) Amount Previously Paid:                                           

   -------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:                     

   -------------------------------------------------------------------------

(3) Filing Party:                                                     

   -------------------------------------------------------------------------

(4) Date Filed:                                                       

   -------------------------------------------------------------------------

Notes:                                                                          

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[LOGO OF AMERICA ONLINE, INC. APPEARS HERE]     

AMERICA ONLINE, INC.  
22000 AOL WAY 
DULLES, VA 20166-9323 

JANUARY 20, 1998      

Dear Stockholder,                                                               

You are cordially invited to attend a Special Meeting of Stockholders of    
America Online, Inc. (the "Company") to be held at 4:00 p.m. on February 6,     
1998 at the Sheraton Premiere at Tyson's Corner, located at 8661 Leesburg       
Pike, Vienna, Virginia.                                                         

At the Special Meeting, the Company will ask the Stockholders to approve and
adopt an amendment to the Company's Restated Certificate of Incorporation to    
increase the authorized number of shares of common stock.                       

Whether you plan to attend the Special Meeting or not, it is important that 
you promptly complete, sign, date and return the enclosed proxy card in         
accordance with the instructions set forth on the card. This will ensure your   
proper representation at the Special Meeting.                                   

              Sincerely,

                        /s/ Stephen M. Case,

                    Stephen M. Case,
                         Chairman of the Board

YOUR VOTE IS IMPORTANT. 
PLEASE REMEMBER TO RETURN YOUR PROXY PROMPTLY.  

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AMERICA ONLINE, INC.  

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 

TO BE HELD FEBRUARY 6, 1998 

To the Stockholders of America Online, Inc.                                     

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of America    
Online, Inc., a Delaware corporation (the "Company"), will be held on February  
6, 1998 at the Sheraton Premiere at Tyson's Corner, located at 8661 Leesburg    
Pike, Vienna, Virginia at 4:00 p.m. for the following purposes:                 

1. To amend the Company's Restated Certificate of Incorporation to increase 
the authorized number of shares of common stock from 300,000,000 to   
600,000,000.                                                          

2. To transact such other business as may be properly brought before the    
Special Meeting and any adjournments thereof.                         

The Board of Directors has fixed the close of business on January 14, 1998  
as the record date for the determination of Stockholders entitled to notice of  
and to vote at the Special Meeting and at any adjournments thereof. A list of   
such Stockholders will be available for inspection at the place of the Special  
Meeting, during ordinary business hours for the ten-day period prior to the     
Special Meeting.                                                                

All Stockholders are cordially invited to attend the Special Meeting.       
However, to ensure your representation, you are requested to complete, sign,    
date and return the enclosed proxy as soon as possible in accordance with the   
instructions on the proxy card. A return addressed envelope is enclosed for     
your convenience.                                                               

                                      BY ORDER OF THE BOARD OF DIRECTORS

                              /s/ George Vradenburg, III

                          George Vradenburg, III
             Secretary

Dulles, Virginia                                                                

January 20, 1998                                                                

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AMERICA ONLINE, INC.  
22000 AOL WAY 
DULLES, VIRGINIA 20166-9323 
(703) 448-8700  
----------------  

PROXY STATEMENT 
----------------  

GENERAL INFORMATION 

This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of America Online, Inc. (the "Company" or "America           
Online"), a Delaware corporation, of proxies, in the accompanying form, to be   
used at the Special Meeting of Stockholders to be held at the Sheraton          
Premiere at Tyson's Corner, located at 8661 Leesburg Pike, Vienna, Virginia on  
February 6, 1998 at 4:00 p.m., and any adjournments thereof (the "Meeting").    

Where the Stockholder specifies a choice on the proxy as to how his or her  
shares are to be voted, the shares will be voted accordingly. If no choice is   
specified, the shares will be voted FOR the amendment of the Company's          
Restated Certificate of Incorporation to increase the authorized number of      
shares of the Company's common stock, par value $.01 per share ("Common         
Stock"), from 300,000,000 to 600,000,000. A proxy may be revoked by written     
instrument delivered to the Company at any time before the proxy is voted. Any  
Stockholder who has executed a proxy but is present at the Meeting, and who     
wishes to vote in person, may do so by revoking his or her proxy as described   
in the preceding sentence. Shares represented by valid proxies in the form      
enclosed, received in time for use at the Meeting and not revoked at or prior   
to the Meeting, will be voted at the Meeting. The presence, in person or by     
proxy, of the holders of a majority of the outstanding shares of the Company's  
Common Stock, is necessary to constitute a quorum at the Meeting. With respect  
to the tabulation of proxies for purposes of constituting a quorum,             
abstentions and broker non-votes are treated as present, and with respect to    
the tabulation of proxies for purposes of the proposal to amend the Company's   
Restated Certificate of Incorporation, abstentions and broker non-votes are     
treated as votes against the proposal.                                          

The close of business on January 14, 1998 has been fixed as the record date 
for determining the Stockholders entitled to notice of and to vote at the       
Meeting. As of that date, the Company had 104,809,467 shares of Common Stock    
outstanding and entitled to vote. Holders of Common Stock are entitled to one   
vote per share on all matters to be voted on by Stockholders. This Proxy        
Statement and the accompanying proxy are being mailed on or about January 20,   
1998 to all Stockholders entitled to notice of and to vote at the Meeting.      

The cost of soliciting proxies, including expenses in connection with       
preparing and mailing this Proxy Statement, will be borne by the Company. In    
addition, the Company will reimburse brokerage firms and other persons          
representing beneficial owners of Common Stock of the Company for their         
expenses in forwarding proxy material to such beneficial owners. Solicitation   
of proxies by mail may be supplemented by telephone, telegram, telex, and       
personal solicitation by the directors, officers or employees of the Company.   
No additional compensation will be paid to directors, officers or employees     
for such solicitation. The Company has retained Georgeson & Company, Inc. to    
assist in the solicitation of proxies, for a fee estimated to be approximately  
$8,000 plus reasonable out-of-pocket expenses.                                  

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SHARE OWNERSHIP 

The following table sets forth certain information as of December 31, 1997, 
concerning the ownership of Common Stock by (i) each stockholder of the         
Company known by the Company to be the beneficial owner of more than 5% of its  
outstanding shares of Common Stock, (ii) each current member of the Board of    
Directors of the Company, (iii) the Company's five most highly compensated      
executive officers (measured as of fiscal year 1997) and (iv) all current       
directors and executive officers of the Company as a group.                     

                                                                [Download Table]

                                                                  SHARES      
                                                            BENEFICIALLY OWNED
                                                                   (1)        
                                                            ------------------
NAME AND ADDRESS*                                             NUMBER   PERCENT
-----------------                                           ---------- -------
                                                                              

The Capital Group Companies, Inc. and                                         
Capital Research and Management Company(2)(3).............. 12,833,220  12.3% 
333 South Hope Street                                                         
Los Angeles, California 90071                                                 
American Century Investments, Inc.(4)......................  6,609,100   6.3% 
4500 Main Street, Suite 400                                                   
Kansas City, MO 64111                                                         
Putnam Investments, Inc.(2)(5).............................  7,727,146   7.4% 
One Post Office Square                                                        
Boston, Massachusetts 02109                                                   
Daniel F. Akerson, Director(8).............................     25,000     ** 
Bruce R. Bond, President and CEO, ANS Communications(8)....      4,500     ** 
Stephen M. Case, President and CEO, Chairman of the                           
 Board(6)(7)...............................................  2,252,895   2.1% 
Frank J. Caufield, Director(8).............................    179,800     ** 
Robert J. Frankenberg, Director(8).........................     55,000     ** 
General Alexander M. Haig, Jr., Director(8)................    219,360     ** 
Lennert J. Leader, Senior V. P., CFO, Treasurer, Chief                        
Accounting Officer, and Assistant Secretary(7).............    496,031     ** 
Theodore J. Leonsis, President and CEO, AOL Studios(7).....    402,454     ** 
William N. Melton, Director(7).............................    375,000     ** 
Dr. Thomas Middelhoff, Director(9).........................        -0-     ** 
Robert W. Pittman, President and CEO, AOL Networks,                           
 Director(8)...............................................    145,423     ** 
All executive officers and directors as a group (15                           
 persons)(7)...............................................  4,658,759   4.3% 

--------                                                                        
*  Addresses are given for beneficial owners of more than 5% of the Common    
Stock only.                                                             

**  Represents beneficial ownership of less than 1% of the Company's Common     
Stock.                                                                  

(1) The number of shares of Common Stock issued and outstanding on December     
31, 1997, was 104,173,306. The calculation of percentages is based upon 
 the number of shares of Common Stock issued and outstanding on such date,
plus shares of Common Stock subject to options held by the respective   
persons on December 31, 1997 and exercisable within 60 days thereafter. 
The persons and entities named in the table                             

2 

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  have sole voting and dispositive power with respect to all shares shown as
beneficially owned by them, except as described below. Attached to each 
share of Common Stock is a Preferred Share Purchase Right to acquire one
one-hundredth of a share of the Company's Series A Junior Participating 
 Preferred Stock, par value $.01 per share, which Preferred Share Purchase
Rights are not presently exercisable.                                   

(2) Based solely upon information filed with the Securities and Exchange        
Commission as of December 31, 1997.                                     

(3) The Capital Group Companies, Inc. reports that it does not have             
dispositive or voting power over the reported shares of Common Stock but
  may be deemed to "beneficially own" such securities by virtue of Rule 13d-
 3 under the Securities Exchange Act of 1934, as amended. Capital Research
 and Management Company, an investment advisor and wholly-owned subsidiary
of The Capital Group Companies, Inc. reports that it is the beneficial  
owner of and has sole dispositive power over 9,914,400 shares of Common 
Stock. The remaining shares are reported as being beneficially owned by 
 other subsidiaries of The Capital Group Companies, Inc., none of which by
itself owns 5% or more of the outstanding securities.                   

(4) Based solely on information acquired from the Company's proxy solicitor as  
of December 31, 1997.                                                   

(5) Putnam Investments, Inc. is a wholly-owned subsidiary of Marsh & McClennan  
Companies, Inc. Included in the 7,727,146 shares of Common Stock        
beneficially owned by Putnam Investments, Inc., are 6,536,878 shares    
beneficially owned by Putnam Investment Management, Inc. and 625,384    
 shares of Common Stock beneficially owned by The Putnam Advisory Company,
  Inc., both registered investment advisers and wholly-owned subsidiaries of
  Putnam Investments, Inc. Putnam Investments, Inc. shares voting power with
The Putnam Advisory Company, Inc. with respect to 420,514 shares.       

(6) Includes 4,086 shares held by a custodian on behalf of Mr. Case's minor     
children under the Uniform Gifts to Minors Act.                         

(7) Includes shares issuable within 60 days of December 31, 1997, upon the      
exercise of options to purchase Common Stock as follows: Mr. Case--     
  1,692,200; Mr. Melton--175,000; Mr. Leader--366,036; Mr. Leonsis--267,628;
and all executive officers and directors as a group--3,631,568.         

(8) Represents shares issuable within 60 days of December 31, 1997 upon the     
exercise of options to purchase Common Stock.                           

(9) Dr. Middelhoff is a Director and a member of the Executive Board of         
  Bertelsmann AG, a joint venture partner of the Company. Dr. Middelhoff has
been elected as Chairman of the Board of Bertelsmann AG beginning in    
October 1998. Dr. Middelhoff disclaims beneficial ownership of 3,609,280
shares of Common Stock owned by Bertelsmann AG.                         

3 

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AMENDMENT OF THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION  
TO INCREASE THE AUTHORIZED NUMBER OF SHARES 

The Company's Restated Certificate of Incorporation (the "Certificate of    
Incorporation") authorizes the issuance of 300,000,000 shares of Common Stock,  
$.01 par value, and 5,000,000 shares of Preferred Stock, $.01 par value. As of  
January 7, 1998, the Board of Directors of the Company approved an amendment    
to the Certificate of Incorporation to increase the authorized number of        
shares of Common Stock from 300,000,000 to 600,000,000 and to submit the        
proposed amendment to the Stockholders at the Meeting called for that purpose.  

PURPOSE AND EFFECT OF THE AMENDMENT                                             

The general purpose and effect of the proposed amendment to the Company's   
Certificate of Incorporation will be to authorize 300,000,000 additional        
shares of Common Stock. The Board of Directors believes that it is prudent to   
have the additional shares of Common Stock available for general corporate      
purposes, including acquisitions, equity financings, grants of stock options,   
payment of stock dividends, stock splits or other recapitalizations.            

Although the Board of Directors has not decided to effect a stock split, the
Board may decide to effect a stock split if the proposed increase is approved   
by the stockholders. The Company has a history of regular stock splits, having  
declared three such splits since October 1994, each of which was effected by    
dividending one additional share for each share presently owned. In             
considering stock splits, the Board's philosophy continues to be guided by a    
conviction not only that the Company's ownership, and the liquidity afforded    
its stockholders, expands in relation to the number of shares outstanding, but  
also that the Company's shares become more attractive to individual investors   
when it is possible to acquire a larger number of them for the same total       
dollar amount. Securing Stockholder approval of additional authorized shares    
prior to the consideration by the Board of any future stock split is felt by    
the Company to be appropriate, given that any such stock split would consume a  
substantial portion of the remaining shares currently authorized for issuance.  
The Board of Directors considers a number of factors, including general market  
conditions, in deciding whether or when to effect a stock split, and any of     
these factors could cause the Board to decide against effecting a stock split   
at any particular time.                                                         

The Company currently has 300,000,000 authorized shares of Common Stock. As 
of December 31, 1997, the Company had 104,173,306 shares issued and             
outstanding and of the remaining 195,826,694 authorized but unissued shares,    
the Company has reserved approximately 3,600,000 shares in connection with the  
possible exercise of outstanding warrants, 1,000,000 shares in connection with  
the possible conversion of outstanding preferred stock, 3,353,000 shares in     
connection with the possible conversion of outstanding convertible              
subordinated debt, 33,100,000 shares pursuant to the Company's option plans     
and 225,000 shares pursuant to the Company's Employee Stock Purchase Plan.      

Except in connection with the reserved shares described above, the Company  
currently has no arrangements or understandings for the issuance of additional  
shares of Common Stock, although opportunities for acquisitions and equity      
financings could arise at any time. If the Board of Directors deems it to be    
in the best interest of the Company and the Stockholders to issue additional    
shares of Common Stock in the future, the Board of Directors generally will     
not seek further authorization by vote of the Stockholders, unless such         
authorization is otherwise required by law or regulations.                      

The increase in the authorized number of shares of Common Stock could have  
an anti-takeover effect. If the Company's Board of Directors desired to issue   
additional shares in the future, such issuance could dilute the voting power    
of a person seeking control of the Company, thereby deterring or rendering      
more difficult a merger, tender offer, proxy contest or an extraordinary        
corporate transaction opposed by the Company.                                   

4 

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VOTE                                                                            

The affirmative vote of a majority of the outstanding shares of Common Stock
entitled to vote at the Meeting will be required to approve the amendment to    
the Company's Certificate of Incorporation increasing the number of authorized  
shares of Common Stock from 300,000,000 to 600,000,000.                         

THE BOARD OF DIRECTORS RECOMMENDS THE APPROVAL OF THE AMENDMENT TO THE      
COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED      
SHARES OF COMMON STOCK FROM 300,000,000 TO 600,000,000.                         

OTHER MATTERS 

The Board of Directors knows of no other business which will be presented to
the Meeting. If any other business is properly brought before the Meeting, it   
is intended that proxies in the enclosed form will be voted in respect thereof  
in accordance with the judgment of the persons voting the proxies.              

STOCKHOLDER PROPOSALS 

To be considered for inclusion in the Company's proxy materials relating to 
the 1998 Annual Meeting of Stockholders, stockholder proposals must be          
received, marked for the attention of: Secretary, America Online, Inc., 22000   
AOL Way, Dulles, Virginia 20166-9323, no later than June 8, 1998.               

WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, YOU ARE URGED TO    
FILL OUT, SIGN, DATE AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST             
CONVENIENCE.                                                                    

                                       By order of the Board of Directors:

                              /s/ George Vradenburg, III

                          George Vradenburg, III
             Secretary
Dulles, Virginia                                                                

January 20, 1998                                                                

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                                                            3860-SP-98

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AMERICA ONLINE, INC.  

THIS PROXY IS BEING SOLICITED BY AMERICA ONLINE, INC.'S 
BOARD OF DIRECTORS  

The undersigned, revoking previous proxies relating to these shares,
hereby acknowledges receipt of the Notice and Proxy Statement dated January 20, 
1998 in connection with the Special Meeting to be held at 4:00 p.m. on February 
6, 1998 at the Sheraton Premiere at Tyson's Corner, located at 8661 Leesburg    
Pike, Vienna, Virginia and hereby appoints Stephen N. Case, Lennert J. Leader,  
Robert W. Pittman and George Vradenburg, III and each of them (with full power  
to act alone), the attorneys and proxies of the undersigned, with power of      
substitution to each, to vote all shares of the Common Stock of America Online, 
Inc. registered in the name provided herein which the undersigned is entitled to
vote at the 1998 Special Meeting of Stockholders, and at any adjournment or     
adjournments thereof, with all the powers the undersigned would have if         
personally present. Without limiting the general authorization hereby given,    
said proxies are, and each of them is, instructed to vote or act as follows on  
the proposals set forth in said proxy.                                          

    This Proxy when executed will be voted in the manner directed herein. If
no direction is made this Proxy will be voted FOR the amendment of the Restated 
Certificate of Incorporation to increase the authorized number of shares. With  
respect to the tabulation of proxies for purposes of the proposal to amend the  
Company's Restated Certificate of Incorporation to increase the authorized      
number of shares, abstentions and broker non-votes are treated as votes against 
the proposal.                                                                   

  In their discretion the proxies are authorized to vote upon such other
matters as may properly come before the meeting or any adjournments thereof.    

     SEE REVERSE SIDE FOR THE PROPOSAL. If you wish to vote in accordance with
the Board of Directors' recommendations, just sign on the reverse side. You need
not mark any boxes.                                                             

                                            [SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE           SIDE]          

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[X] Please mark                                                                 
votes as in                                                             
this example.                                                           

The Board of Directors recommends a vote FOR the amendment.                     

1.  Amendment of Restated Certificate                                           
of Incorporation to increase the                                        
number of authorized shares.                                            

FOR      AGAINST    ABSTAIN                                                 
[ ]        [ ]       [ ]                                                    

                               MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

                            Please sign exactly as name(s) appears hereon.
                            Joint owners should each sign. When signing as
                           attorney, executor, administrator, trustee or
                       guardian, please give full title as such.

Signature: ________________ Date________ Signature:______________ Date_________ 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFS14A’ Filing		Date		First		Last			Other Filings
		6/8/98		8
For Period End:		2/6/98		2		10			PRES14A
Filed on:		1/20/98		2		10			SC 13D/A
		1/14/98		3		4			POS AM
		1/7/98		7					PRES14A
		12/31/97		5		7			10-Q,  10-Q/A
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