UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 12)
America Online Latin America, Inc.
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(Name of Issuer)
Class A Common Stock, par value $0.01 per share
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(Title of Class of Securities)
02365B100
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(CUSIP Number)
Paul T. Cappuccio, Esq.
Executive Vice President and General Counsel
Time Warner Inc.
One Time Warner Center
New York, New York 10019
(212) 484-8000
Copy to:
Peter S. Malloy, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box |_|.
CUSIP No. 02365B100 Page 2 of 17
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Time Warner Inc. 13-4099534
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [x]
(b) [ ]
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3 SEC USE ONLY:
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4 SOURCE OF FUNDS:
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 104,455,601 (1)
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 136,551,706 (2)
REPORTING -----------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
104,455,601
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10 SHARED DISPOSITIVE POWER
136,911,706 (3)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
241,367,307
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN2SHARES:[x]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
71.7% (4)
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(1) Represents 44,150,105 shares of Class A Common Stock, par value $0.01 per
share ("Class A Common Stock"), of America Online Latin America, Inc.
("AOL-LA") into which (ultimately) the $160,000,000 11% senior convertible
notes owned by Time Warner Inc. ("Time Warner"), are immediately
convertible at an initial conversion price of $3.624 plus 60,305,496 shares
of Class A Common Stock into which (ultimately) 60,305,496 shares of Series
B Redeemable Convertible Preferred Stock ("Series B Preferred Stock") owned
by Time Warner are immediately convertible on a one-for-one basis.
(2) Calculated pursuant to Rule 13d-3, includes (i) 40,169,780 shares of Class
A Common Stock owned by America Online, Inc. ("AOL"), (ii) 79,840,676
shares of Class A Common Stock into which (ultimately) 79,840,676 shares of
Series B 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 360,000 shares of Class A Common Stock
issuable upon exercise of certain employee options issued by AOL-LA.
(4) For purposes of beneficial ownership calculation under Rule 13d-3, the
number of outstanding shares includes: (i) the 135,258,089 shares of Class
A Common Stock outstanding (including 40,169,780 shares of Class A Common
Stock owned by AOL) as of November 11, 2004 based on AOL-LA's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2004, filed on
November 15, 2004, (ii) 79,840,676 shares of Class A Common Stock into
which (ultimately) 79,840,676 shares of Series B 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) 360,000 shares of Class A Common Stock issuable
upon exercise of certain AOL-LA employee options, (v) 44,150,105 shares of
Class A Common Stock issuable upon conversion of Time Warner's $160,000,000
11% senior convertible notes and (vi) 60,305,496 shares of Class A Common
Stock into which (ultimately) 60,305,496 shares of Series B Preferred Stock
owned by Time Warner are immediately convertible on a one-for-one basis.
CUSIP No. 02365B100 Page 3 of 17
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14 TYPE OF REPORTING PERSON:
HC, CO
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CUSIP No. 02365B100 Page 4 of 17
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
America Online, Inc. 54-1322110
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [x]
(b) [ ]
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3 SEC USE ONLY:
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4 SOURCE OF FUNDS:
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 136,551,706 (1)
REPORTING -------------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
136,911,706 (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
136,911,706
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN2SHARES:[x]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
59.0% (3)
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14 TYPE OF REPORTING PERSON:
CO
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(1) Calculated pursuant to Rule 13d-3, includes (i) 40,169,780 shares of Class
A Common Stock owned by AOL, (ii) 79,840,676 shares of Class A Common Stock
in which (ultimately) 79,840,676 shares of Series B 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 360,000 shares of Class A Common Stock
issuable upon exercise of certain AOL-LA employee options.
(3) For purposes of beneficial ownership calculation under Rule 13d-3, the
number of outstanding shares includes: (i) the 135,258,089 shares of Class
A Common Stock outstanding (including 40,169,780 shares of Class A Common
Stock owned by AOL) as of November 11, 2004 based on AOL-LA's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2004, filed on
November 15, 2004, (ii) 79,840,676 shares of Class A Common Stock into
which (ultimately) 79,840,676 shares of Series B 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) 360,000 shares of Class A Common
Stock issuable upon exercise of certain AOL-LA employee options.
CUSIP No. 02365B100 Page 5 of 17
Time Warner Inc., a Delaware corporation that was formerly named AOL Time
Warner Inc. ("Time Warner"), and its wholly-owned subsidiary, America Online,
Inc., a Delaware corporation ("AOL") (collectively, the "Reporting Persons"),
hereby file this Amendment No. 12 to amend the statement on Schedule 13D (as so
amended, this "Statement") 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, June 17, 2002,
August 29, 2002, October 18, 2002, January 24, 2003, May 6, 2003, October 14,
2003 and further amended and restated in its entirety on July 16, 2004, 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 7 to Amendment No. 1 filed on January 22, 2001, 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.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of this Statement is hereby amended by deleting the eighth paragraph
thereof and adding the following in lieu thereof:
In accordance with the terms of the Convertible Notes, on September 30,
2002, December 31, 2002, March 31, 2003, June 30, 2003, September 30, 2003,
December 31, 2003, March 31, 2004, June 30, 2004, September 30, 2004 and
December 31, 2004, AOL-LA issued 5,681,975, 5,183,668, 10,513,739, 6,962,267,
4,037,502, 3,024,732, 2,878,713, 5,945,725, 10,304,678, and 5,772,497 shares,
respectively, of Series B Preferred Stock to Time Warner as payment of interest
due as of such date on the aggregate principal amount of Convertible Notes
outstanding at such time.
Item 4. Purpose of Transaction
Item 4 of this Statement is hereby amended by deleting the second paragraph
thereof and adding the following in lieu thereof:
AOL and Time Warner, along with the Cisneros Group, exercise their control
over AOL-LA through several instruments and agreements, including (i) a Second
Amended and Restated Stockholders' Agreement, dated as of March 8, 2002, among
AOL, ODC and AOL-LA (the "Second Amended and Restated Stockholders' Agreement"),
(ii) an Amended and Restated Registration Rights and Stockholders' Agreement
(the "Banco Itau Registration Rights Agreement"), dated as of March 30, 2001,
among AOL-LA, the Banco Itau Reporting Persons and, for limited purposes, AOL
and ODC, (iii) AOL-LA's Fifth Restated Certificate of Incorporation, as amended
from time to time (the "Charter"), (iv) AOL-LA's Amended and Restated By-laws
(the "By-laws"), and (v) the Note Purchase Agreement (collectively, the
"Governing Documents"). In addition, AOL has entered into various agreements
relating to the equity securities issued by AOL-LA, including the Stock Purchase
Agreement and the Second Amended and Restated Registration Rights Agreement,
dated as of March 8, 2002, by and among AOL-LA, Time Warner, AOL, Aspen, and
Atlantis (the "Second Amended and Restated AOL-ODC Registration Rights
Agreement") (as described in Item 6 of this Statement).
CUSIP No. 02365B100 Page 6 of 17
Item 4 of this Statement is hereby further amended by deleting the tenth
paragraph thereof and adding the following in lieu thereof:
The voting rights for the election of the 15 members of the Board are as
follows: (a) the holders of B Stock are entitled to elect five directors (each a
"Class B Director"), (b) the holders of C Stock are entitled to elect five
directors (each a "Class C Director"), and (c) the holders of all shares of
AOL-LA's outstanding capital stock, voting together as a single class, are
entitled to elect the remaining five directors (each a "Class A Director").
Banco Itau is entitled to nominate one of these five Class A Directors.
Item 4 of this Statement is hereby further amended by deleting the
seventeenth paragraph thereof and adding the following in lieu thereof:
In its Quarterly Report on Form 10-Q for the quarter ended September 30,
2004 ("Form 10-Q"), AOL-LA stated that it anticipated its cash on hand of $25.2
million as of September 30, 2004 will be sufficient to fund its operations into
the third quarter of 2005, based upon its current operating budget and subject
to a number of risks and uncertainties that are described in its Annual Report
on Form 10-K for the year ended December 31, 2003. AOL-LA stated in the Form
10-Q that it continued to explore various opportunities that could provide it
with additional cash resources in the future to operate its business and that
during the second quarter of 2004 it hired an investment banking firm to help it
explore potential strategic alternatives. AOL-LA further stated in the Form 10-Q
that it has not identified additional sources of financing necessary to repay
the Convertible Notes, which are due in March 2007.
Item 5. Interest in Securities of the Issuer
Item 5 of this 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 November 11, 2004, based on AOL-LA's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2004, filed on November 15, 2004, there were
135,258,089 shares of Class A Common Stock outstanding. No shares of AOL-LA's
Class B Common Stock or Class C Common Stock were outstanding. For purposes of
Rule 13d-3 under the Exchange Act, the Class A Common Stock issuable, directly
or indirectly, upon conversion of the Series B Preferred Stock currently held by
AOL, upon exercise of the AOL Warrant, and upon exercise by the Employees
(defined below) of their options, (i) with respect to percentage ownership
calculations made herein for AOL, increase the number of shares of Class A
Common Stock outstanding to 232,000,015 (1) and (ii) together with the
104,455,601 shares of Class A Common Stock issuable, directly or indirectly,
upon conversion of (x) the Convertible Notes and (y) the 60,305,496 shares of
Series B Preferred Stock issued to Time Warner by AOL-LA as payment of interest
due on the Convertible Notes with respect to percentage ownership calculations
made
-------
(1) Includes (i) the 135,258,089 shares of Class A Common Stock outstanding
(including 40,169,780 shares of Class A Common Stock owned by AOL), (ii)
79,840,676 shares of Class A Common Stock into which (ultimately)
79,840,676 shares of Series B 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) 360,000 shares of Class A Common Stock issuable upon
exercise of certain AOL-LA employee options.
CUSIP No. 02365B100 Page 7 of 17
herein for Time Warner, increase the number of Class A Common Stock outstanding
to 336,455,616.
As of the date hereof, the Reporting Persons (i) beneficially own
40,169,780 shares of Class A Common Stock held by AOL and (ii) pursuant to Rule
13d-3(a) promulgated under the Exchange Act, may be deemed to beneficially own
an additional 96,381,926 shares of Class A Common Stock, which are issuable upon
conversion, directly or indirectly, of all of the 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-for-one basis, and such Class B Common Stock is convertible
into Class A Common Stock at any time, initially on a one-for-one basis.
Pursuant to Rule 13d-3(a) promulgated under the Exchange Act, the Reporting
Persons may also be deemed to beneficially own options to purchase an aggregate
of 360,000 shares of Class A Common Stock. As stated in Item 6 below, upon
consummation of the Offering, J. Michael Kelly and Gerald Sokol, Jr., 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. In addition, David Gang
and Joseph A. Ripp, employees of AOL, were each granted an option to purchase
60,000 shares of Class A Common Stock in connection with their subsequent
appointment to the Board. On December 20, 2004, J. Michael Kelly and Joseph A.
Ripp resigned as members of the Board and, in connection therewith, the options
to purchase shares of Class A Common Stock issued to them will expire on
February 18, 2005. Joseph M. Redling and Neil Smit, employees of AOL (each an
"Employee" and along with Messrs. Gang and Sokol, the "Employees"), were
appointed to fill the vacancies created by the resignations of Messrs. Kelly and
Ripp. Messrs. Redling and Smit were each granted an option to purchase 60,000
shares of Class A Common Stock in connection with their appointment to the
Board. Under the Reporting Persons' conflicts of interest standards, each such
Employee must transfer the economic benefit of his options to AOL. Although each
such Employee is the record holder of the option, AOL and 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 this Statement and any amendment,
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, Time Warner
may also be deemed to beneficially own an additional 104,455,601 shares of Class
A Common Stock which are issuable upon conversion, directly or indirectly, of
(i) the Convertible Notes at the conversion price of $3.624 per share, as the
same may be adjusted in accordance with the terms of the Convertible Notes and
(ii) the shares of Series B Preferred Stock issued to Time Warner by AOL-LA as
payment of interest due on the Convertible Notes. As further described in Item
6, the Convertible Notes are convertible at any time into Applicable Shares (as
defined in Item 6 of this Statement), which may be shares of Series B Preferred
Stock or Class A Common Stock, in any case at a conversion price of $3.624 per
share.
AOL and Time Warner have shared power to vote and dispose of 40,169,780
shares of Class A Common Stock held by AOL, the 79,840,676 shares of Class A
Common Stock issuable upon conversion, directly or indirectly, of all of the
Series B Preferred Stock held by AOL, and 16,541,250 shares of Class A Common
Stock issuable upon exercise of the AOL
CUSIP No. 02365B100 Page 8 of 17
Warrant. AOL and Time Warner share the power to dispose of the 360,000 shares of
Class A Common Stock issuable upon exercise of the stock options that were
granted to the Employees. Time Warner has sole power to vote and dispose of the
104,455,601 shares of Class A Common Stock that are issuable upon conversion,
directly or indirectly, of both the Convertible Notes acquired by Time Warner
pursuant to the Note Purchase Agreement and the shares of Series B Preferred
Stock issued to Time Warner as payment of interest due on the Convertible Notes.
Consequently, under Rule 13d-3(a), upon conversion of the B Stock held by
AOL, the exercise of the AOL Warrant and the exercise of the stock options
granted to the Employees, AOL would beneficially own 136,911,706 shares of Class
A Common Stock in the aggregate, or approximately 59.0% of the 232,000,015
shares of Class A Common Stock that would be issued and outstanding. Upon
conversion of the B Stock held by AOL, the exercise of the AOL Warrant, the
exercise of the stock options granted to the Employees, the conversion of the B
Stock held by Time Warner and the conversion of the Convertible Notes, Time
Warner would beneficially own 241,367,307 shares of Class A Common Stock in the
aggregate, or approximately 71.7% of the 336,455,616 shares of Class A Common
Stock that would be issued and outstanding. However, assuming (i) the conversion
of all B Stock and C Stock, (ii) the conversion of all of the Convertible Notes
and (iii) the exercise and conversion of all outstanding warrants and stock
options held by the Reporting Persons and the Cisneros Group, AOL and Time
Warner would beneficially own approximately 32.9% and 58.0%, respectively, of
the 416,094,318 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 and the Second Amended and Restated AOL-ODC Registration
Rights Agreement (each as defined in Item 6 of this 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. According to the Cisneros Group's
Amendment No. 6 to the statement on Schedule 13D filed on January 17, 2003,
members of the Cisneros Group individually beneficially own 35,895,292 shares of
Class A Common Stock, 79,518,702 shares of Series C Preferred Stock, which
represents all of such Series C Preferred Stock outstanding, and currently
exercisable options to purchase 120,000 shares of Class A Common Stock. Shares
of Series C Preferred Stock are convertible into AOL-LA's Class C Common Stock
at any time, initially on a one-for-one basis, and such Class C Common Stock is
convertible into Class A Common Stock at any time, initially on a one-for-one
basis. Consequently, upon conversion of the C Stock and the exercise of the
options held by the Cisneros Group, the Cisneros Group would beneficially own an
aggregate of 115,533,994 shares of Class A Common Stock. Such beneficial
ownership represents approximately 27.8% of the 416,094,318 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 Convertible Notes
and (iii) the exercise and conversion of all outstanding warrants and stock
options held by the Reporting Persons and the Cisneros Group. The Cisneros Group
has sole power to vote and dispose of its 35,895,292 shares of Class A Common
Stock, 79,518,702 shares of Series C Preferred Stock and currently exercisable
options to purchase 120,000 shares of Class A Common Stock. The Reporting
Persons disclaim beneficial ownership of any AOL-LA securities owned directly or
indirectly by the Cisneros Group.
CUSIP No. 02365B100 Page 9 of 17
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, 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. According to Banco Itau's Amendment No. 10 to the statement
on Schedule 13D filed on November 12, 2003, Banco Itau beneficially owns
35,937,840 shares of Class A Common Stock. Such beneficial ownership represents
approximately 8.6% of the 416,094,318 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 Convertible Notes and (iii) the
exercise and conversion of all outstanding warrants and stock options held by
the Reporting Persons and the Cisneros Group. 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 Note Purchase Agreement, the
Convertible Notes, the Second Amended and Restated AOL-ODC Registration Rights
Agreement, the Second Amended and Restated Stockholders Agreement and the Banco
Itau Registration Rights Agreement are qualified in their entirety by reference
to the copies of such documents included as exhibits to this Statement 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 this Statement is hereby amended by deleting the second paragraph
thereof and adding the following in lieu thereof:
Upon consummation of the Offering, J. Michael Kelly and Gerald Sokol, Jr.,
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 at the offering
price of $8.00. In addition, David Gang and Joseph A. Ripp, employees of AOL,
were each granted an option to purchase 60,000 shares of Class A Common Stock in
connection with their subsequent appointment to the Board at the exercise price
of $0.98 and $1.49, respectively. On December 20, 2004, J. Michael Kelly and
Joseph A. Ripp resigned as members of the Board and, in connection therewith,
the options to purchase shares of Class A Common Stock issued to them will
expire on February 18, 2005. Joseph M. Redling and Neil Smit, employees of AOL,
were appointed to fill the vacancies created by the resignations of Messrs.
Kelly and Ripp. Messrs. Redling and Smit were each granted an option to purchase
60,000 shares of Class A Common Stock in connection with their appointment to
the Board at the exercise price of $0.85.
CUSIP No. 02365B100 Page 10 of 17
Item 7. Material to be Filed as Exhibits
Item 7 of this Statement is hereby amended and restated to read in its
entirety as follows:
Exhibit Description
Number
1. America Online Latin America, Inc.'s Fifth 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 16, 2004 and
incorporated by reference herein).
2. America Online Latin America, Inc.'s Amended and Restated By-laws
(filed as Exhibit 3.2 to America Online Latin America, Inc.'s
Quarterly Report on Form 10-Q filed on August 14, 2002 and
incorporated by reference herein).
3. Note Purchase Agreement, dated as of March 8, 2002, by and between
America Online Latin America, Inc. and Time Warner Inc. (filed as
Exhibit 99.2 to America Online Latin America, Inc.'s Current Report on
Form 8-K filed on March 11, 2002 and incorporated by reference
herein).
4. Amendment No. 1 to the Note Purchase Agreement, dated as of May 20,
2002, between Time Warner Inc. and America Online Latin America, Inc.
(filed as Exhibit 14 to the Reporting Persons' Amendment No. 6 to
Schedule 13D filed on August 29, 2002 and incorporated by reference
herein).
5. Form of Initial Note (filed as Exhibit 10.35 to America Online Latin
America, Inc.'s Annual Report on Form 10-K filed on April 1, 2002 and
incorporated by reference herein).
6. Second Amended and Restated Stockholders' Agreement, dated as of March
8, 2002, by and among America Online, Inc., Aspen Investments LLC,
Atlantis Investments, LLC and America Online Latin America, Inc. and,
for limited purposes, Time Warner Inc. (filed as Exhibit 10.2 to
America Online Latin America, Inc.'s Annual Report on Form 10-K filed
on April 1, 2002 and incorporated by reference herein. Portions of
such Exhibit have been omitted and have been filed separately by
AOL-LA with the Securities and Exchange Commission pursuant to a
request for confidential treatment).
7. Second Amended and Restated Registration Rights Agreement, dated as of
March 8, 2002, by and among America Online Latin America, Inc., AOL
Time Warner Inc., America Online, Inc., Aspen Investments LLC, and
Atlantis Investments LLC. (filed as Exhibit 10.4 to America Online
Latin America, Inc.'s Annual Report on Form 10-K filed on April 1,
2002 and incorporated by reference herein).
8. Amended and Restated Registration Rights and Stockholders' Agreement,
dated as of March 30, 2001, by and among America Online Latin America,
CUSIP No. 02365B100 Page 11 of 17
Inc., Banco Itau S.A., Banco Banerj, S.A., Banco Itau S.A.-Cayman
Branch, Itau Bank Limited, and for purposes of certain sections
thereof, America Online, Inc., Atlantis Investments LLC, and Aspen
Investments LLC. (filed as Exhibit 2 to the Reporting Persons'
Amendment No. 3 to Schedule 13D filed on April 13, 2001 and
incorporated by reference herein).
9. Stock Purchase Agreement, dated as of March 30, 2001, by and among
America Online Latin America, Inc., America Online, Inc., Aspen
Investments LLC, Atlantis Investments LLC, and Banco Itau, S.A.-Cayman
Branch. (filed as Exhibit 8 to the Reporting Persons' Amendment No. 3
to Schedule 13D filed on April 13, 2001 and incorporated by reference
herein).
10. Joint Filing Agreement, dated January 22, 2001, between Time Warner
Inc. and America Online, Inc. (filed as Exhibit 7 to the Reporting
Persons' Amendment No. 1 to Schedule 13D filed on January 22, 2001 and
incorporated by reference herein).
CUSIP No. 02365B100 Page 12 of 17
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 13, 2005
TIME WARNER INC.
By:/s/ Wayne H. Pace
------------------------------
Name: Wayne H. Pace
Title: Executive Vice President
and Chief Financial Officer
AMERICA ONLINE, INC.
By:/s/ Stephen M. Swad
-------------------------------
Name: Stephen M. Swad
Title: Executive Vice President
and Chief Financial Officer
CUSIP No. 02365B100 Page 13 of 17
SCHEDULE I
ADDRESSES OF THE CISNEROS GROUP AND THE BANCO ITAU
REPORTING PERSONS
Atlantis Investments LLC
c/o Finser Corporation
550 Biltmore Way, Suite 900
Coral Gables, FL 33134
Aspen Investments LLC
c/o Finser Corporation
550 Biltmore Way, Suite 900
Coral Gables, FL 33134
Banco Itau S.A.
Praca Alfredo Egydio de Souza Aranha, 100
Torre Itausa, Parque Jabaquara
04344-902 Sao Paulo (SP), Brazil
Banco Banerj, S.A.
Rua da Alfandega, 28 - 9 andar
20070-000 Rio de Janeiro (RJ), Brazil
Itau Bank Ltd.
P.O. Box 2587 - GT
Ansbacher House - 3rd Floor
20 Genesis Close, Georgetown
Grand Cayman, Cayman Islands, B.W.I.
Banco Itau S.A.- Grand Cayman Branch
P.O. Box 2582 - GT
Ansbacher House -3rd Floor
20 Genesis Close, Georgetown
Grand Cayman, Cayman Islands, B.W.I.
CUSIP No. 02365B100 Page 14 of 17
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS OF TIME WARNER
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of
Time Warner. Unless otherwise noted, each such person is a U.S. citizen, and the
business address of each such person is One Time Warner Center, New York, New
York 10019.
Board of Directors
Name and Title Present Principal Occupation
Richard D. Parsons Chairman of the Board and Chief Executive
Officer; Time Warner Inc.
Kenneth J. Novack Senior Counsel; Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo PC (law firm)
James L. Barksdale President and Chairman of the Board;
Barksdale Management Corporation
800 Woodland Parkway, Suite 118
Ridgland, MS 39157
Stephen F. Bollenbach Co-Chairman and Chief Executive Officer;
Hilton Hotels Corporation
9336 Civic Center Drive
Beverly Hills, CA 90210
Stephen M. Case Co-Founder; America Online, Inc.
Frank J. Caufield Co-Founder; Kleiner Perkins Caufield &
Byers
Four Embarcadero Center
San Francisco, CA 94111
(a venture capital partnership)
Robert C. Clark Distinguished Service Professor;
Harvard University
1575 Massachusetts Avenue
Cambridge, MA 02138
Miles R. Gilburne Managing Member; ZG Ventures L.L.C.
1250 Connecticut Avenue
Washington, D.C. 20036
Carla A. Hills Chairman and Chief Executive Officer;
Hills & Company
1200 19th Street, NW
Washington, D.C. 20036
(international trade and investment
consultants)
CUSIP No. 02365B100 Page 15 of 17
Reuben Mark Chairman and 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;
Phillip Morris Companies Inc.; Director
of Various Companies
R.E. Turner Founder; Turner Broadcasting System, Inc.
Francis T. Vincent, Jr. Chairman; Vincent Enterprises
290 Harbor Drive
Stamford, CT 06902
(a private investment firm)
Executive Officers Who Are Not Directors
Name Title and Present Principal Occupation
Jeffrey L. Bewkes Chairman, Entertainment & Networks
Group; Time Warner Inc.
Don Logan Chairman, Media & Communications Group;
Time Warner Inc.
Edward I. Adler Executive Vice President, Corporate
Communications; Time Warner Inc.
Paul T. Cappuccio Executive Vice President and General
Counsel; Time Warner Inc.
Patricia Fili-Krushel Executive Vice President,
Administration; Time Warner Inc.
Robert M. Kimmitt Executive Vice President, Global &
Strategic Policy; Time Warner Inc.
Olaf Olafsson Executive Vice President; Time Warner
Inc. *
Wayne H. Pace Executive Vice President and Chief
Financial Officer; Time Warner Inc.
* Citizen of Iceland.
CUSIP No. 02365B100 Page 16 of 17
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
Don Logan Chairman, Media & Communications Group;
Time Warner Inc.
One Time Warner Center
New York, New York 10019
Jonathan F. Miller Chairman and Chief Executive Officer;
America Online, Inc.
Wayne H. Pace Executive Vice President and Chief Financial
Officer; Time Warner Inc.
One Time Warner Center
New York, New York 10019
Executive Officers Who Are Not Directors
Theodore J. Leonsis Vice Chairman and President, AOL Audience
Business
Lisa A. Hook President, AOL Broadband, Premium and Developer
Services
J. Michael Kelly Chairman and Chief Executive Officer, AOL
International & Web Services
John M. Buckley Executive Vice President, Corporate
Communications
Stephen M. Swad Executive Vice President and Chief Financial
Officer
Randall J. Boe Executive Vice President, General Counsel and
Secretary
John A. McKinley Chief Technology Officer and President, AOL
Digital Services Business
Lance Miyamoto Executive Vice President, Human Resources
Joseph M. Redling Chief Marketing Officer
Michael J. Kelly President, Media Networks
James P. Bankoff Executive Vice President, AOL Audience Business
Michael G. Barrett Executive Vice President, AOL Audience Business
Kevin Conroy Executive Vice President AOL Audience Business
Joel M. Davidson Executive Vice President, AOL Access Business
David A. Gang Executive Vice President, Technology Development
Mark. J. Greatrex Executive Vice President, AOL Access Business
Carol J. Kline Chief Information Officer
Matthew R. Korn Executive Vice President, Network Operations
Daniel J. Krifcher Executive Vice President, Operational
Effectiveness Program
David A. Lebow Executive Vice President, AOL Audience Business
CUSIP No. 02365B100 Page 17 of 17
Neil Smit President, AOL Access Business
Gerald Sokol, Jr. Executive Vice President, AOL Access Business
Lewis Taffer Executive Vice President, Acquisition Marketing
Thomas R. Colan Senior Vice President, Controller and Treasurer