SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN
STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
iVillage Inc.
---------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
46588H 10 5
---------------------------------------
(CUSIP Number)
Paul T. Cappuccio, Esq.
Executive Vice President and General Counsel
AOL Time Warner Inc.
75 Rockefeller Plaza
New York, New York 10019
(212) 484-8000
Copy to:
David J. Sorkin, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
---------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 11, 2001
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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. 46588H 10 5 Page 2 of 17
1. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
AOL Time Warner Inc.
13-4099534
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
3 SEC USE ONLY:
4 SOURCE OF FUNDS:
Not Applicable (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 2,511,983
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
2,511,983
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,511,983 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES: [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
8.5% (1)
14 TYPE OF REPORTING PERSON:
HC
CUSIP No. 46588H 10 5 Page 3 of 17
1. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
America Online, Inc.
54-1322110
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
3 SEC USE ONLY:
4 SOURCE OF FUNDS:
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 2,511,983(1)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
2,511,983(1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,511,983 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES: [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
8.5% (1)
14 TYPE OF REPORTING PERSON:
CO
_________________________
1 The Reporting Persons beneficially own 2,511,983 shares of Common
Stock of the Issuer, representing 2,161,075 shares of Common Stock,
350,908 shares issuable upon exercise of presently exercisable
warrants, or warrants exercisable within 60 days, based upon the
number of shares of Common Stock outstanding as reported in the
Issuer's Form 10-Q for the quarter ended September 30, 2000.
CUSIP No. 46588H 10 5 Page 4 of 17
Item 1. Security and Issuer.
AOL Time Warner Inc., a Delaware corporation ("AOL Time
Warner"), and its wholly owned subsidiary, America Online, Inc., a
Delaware corporation ("America Online") (collectively, the "Reporting
Persons"), hereby file this Statement on Schedule 13D to amend and
supplement the Statement on Schedule 13G originally filed on February 15,
2000 ("Schedule 13G") pursuant to Rule 13d-1(d) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), with respect to
the Common Stock, par value $0.01 per share ("iVillage Common Stock"), of
iVillage Inc., a Delaware corporation ("iVillage"), having its principal
executive offices at 500-512 Seventh Avenue, New York, New York 10018.
As provided in the Joint Filing Agreement filed as Exhibit 1 hereto, the
Reporting Persons have agreed pursuant to Rule 13d-1(k) under the
Exchange Act, to file one Statement on Schedule 13D with respect to their
ownership of iVillage Common Stock.
This Schedule 13D is being filed solely to reflect the combination
(the "Holding Company Transaction") on January 11, 2001 of America Online
and Time Warner Inc. ("Time Warner"), in connection with which (1) each
of America Online and Time Warner became a wholly owned subsidiary of AOL
Time Warner and (2) AOL Time Warner became the ultimate beneficial owner
of the iVillage Common Stock held of record by America Online.
The Schedule 13G is hereby amended and supplemented by this
Schedule 13D.
Item 2. Identity and Background.
This statement is being filed by AOL Time Warner Inc., a Delaware
corporation ("AOL Time Warner"), having its principal executive offices
at 75 Rockefeller Plaza, New York, New York 10019, and America Online,
Inc., a Delaware corporation ("America Online" and, together with AOL
Time Warner, the "Reporting Persons"), having its principal executive
offices at 22000 AOL Way, Dulles, Virginia 20166.
AOL Time Warner is the first internet powered media and
communications company. Its business interests include: interactive
services, cable systems, publishing, music, networks and filmed
entertainment. Substantially all of AOL Time Warner's interests in
filmed entertainment, most of its interests in cable systems and a
substantial portion of its interests in networks are held through
Time Warner Entertainment Company, L.P., a Delaware limited partnership
in which AOL Time Warner has a majority interest. America Online is a
direct wholly owned subsidiary of AOL Time Warner. America Online is the
world's leader in branded interactive services and content.
To the best of the knowledge of the Reporting Persons as of the
date hereof, the name, business address, present principal occupation or
employment and citizenship of each executive officer and director of each
CUSIP No. 46588H 10 5 Page 5 of 17
Reporting Person, and the name, principal business and address of any
corporation or other organization in which such employment is conducted
is set forth in Schedules I and II hereto. The information contained in
Schedules I and II is incorporated herein by reference.
During the last five years, none of the Reporting Persons nor, to
the best knowledge of the Reporting Persons, any of their executive
officers or directors listed in Schedules I and II hereto, has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation
with respect to such laws.
This Schedule 13D is being filed while the Reporting Persons are in
the process of verifying information required herein from their
respective directors and executive officers. If the Reporting Persons
obtain information concerning such individuals which would cause a
material change in the disclosure contained herein, an amendment to this
Schedule 13D will be filed that will disclose such change.
To the best knowledge of the Reporting Persons, no directors or
officers of the Reporting Persons have legal or beneficial ownership of
any iVillage Common Stock.
Item 3. Source and Amount of Funds or Other Consideration.
The information set forth or incorporated by reference in Items 4,
5 and 6 is hereby incorporated herein by reference.
Pursuant to a promissory note agreement between iVillage and
America Online entered into in August 1995, iVillage issued to America
Online a note in the principal amount of $500,000, with interest payable
at the rate of 8% per annum evidencing a loan by America Online to
iVillage of $500,000. The source of funds for this loan was the working
capital of America Online.
In September 1995, iVillage and America Online entered into a
securities purchase agreement pursuant to which (i) iVillage issued
1,000,000 shares of its Series A Convertible Preferred Stock to America
Online in exchange for the cancellation of the $500,000 note issued in
August 1995 together with all interest accrued thereon and the payment by
America Online to iVillage of an additional $496,494; and (ii) America
Online made an additional loan to iVillage in the form of a convertible
secured note in an aggregate principal amount of $1,000,000 whereby
iVillage received $650,000. The source of funds for these transactions
was the working capital of America Online. In connection with such
securities purchase agreement, iVillage also issued to America Online a
CUSIP No. 46588H 10 5 Page 6 of 17
stock subscription warrant (the "1995 Series B Warrant") representing,
based on the formula set forth therein, the right to purchase 52,100
shares of iVillage's Series B Convertible Preferred Stock at an exercise
price of $2.50 per share or, after giving effect to a one-for-three
reverse stock split of iVillage (the "Stock Split") prior to iVillage's
initial public offering of iVillage Common Stock in March 1999 (the
"IPO"), 17,366 shares at an exercise price of $7.50 per share. The 1995
Series B Warrant is filed as Exhibit 2 to this Statement and is hereby
incorporated herein by reference. The Series A Convertible Preferred
Stock held by America Online automatically converted into an aggregate of
333,333 shares of iVillage Common Stock at the completion of the IPO.
In February 1996, America Online exchanged the note issued in
September 1995 for a new convertible secured note in an aggregate
principal amount of $1.75 million.
In May 1996, iVillage entered into an information provider
agreement with America Online pursuant to which America Online agreed to
carry certain iVillage channels for a period of two years. As an
inducement to, and in consideration of, America Online entering into such
information provider agreement, iVillage issued to America Online a
warrant (the "1996 Series B Warrant") to purchase 800,000 shares of
iVillage's Series B Convertible Preferred Stock at an exercise price of
$2.50 per share or, after giving effect to the Stock Split, 266,667
shares at an exercise price of $7.50 per share. The 1996 Series B Warrant
is filed as Exhibit 3 to this Statement and is hereby incorporated herein
by reference.
In May 1996, America Online cancelled (i) the $1.75 million September
1995 note (as amended in February 1996) and (ii) a note of iVillage in the
amount of $500,000 which had been issued to America Online in April 1996 note
in exchange for iVillage's issuance to America Online of (ii) 797,130 shares
of Series B Convertible Preferred Stock and (iii) 300,000 shares of iVillage's
Series B-1 Convertible Preferred Stock. The Series B Convertible Preferred
Stock and Series B-1 Convertible Preferred Stock held by America Online
automatically converted into 441,128 shares of iVillage Common Stock at the
completion of the IPO and including the issuance of iVillage Common Stock as a
result of the anti-dilution provisions related to the Series B Preferred Stock
and Series B-1 Preferred Stock.
In February 1997, iVillage entered into a Note and Warrant Purchase
Agreement with America Online and several other investors. The Note and
Warrant Purchase Agreement, dated February 27, 1997, by and among
iVillage Inc. and each of the Purchasers identified therein (the "Note
and Warrant Purchase Agreement"), is filed as Exhibit 4 to this Statement
and is hereby incorporated herein by reference. Pursuant thereto,
iVillage issued to America Online a convertible secured promissory note
in an aggregate principal amount of $900,000 in exchange for a loan of
this amount to iVillage from America Online. The source of funds for
such loan was the working capital of America Online. In connection with
the issuance of this note, iVillage issued a stock subscription warrant
CUSIP No. 46588H 10 5 Page 7 of 17
(the "1997 Warrant") to America Online, representing the right to
purchase 66,875 shares of iVillage Common Stock at an exercise price of
$5.86 per share. The 1997 Warrant is filed as Exhibit 5 to this
Statement and is hereby incorporated herein by reference.
In April 1997, iVillage issued to America Online another
convertible secured promissory note in an aggregate principal amount of
$1.0 million, in exchange for a loan of this amount to iVillage from
America Online. The source of funds for such loan was the working
capital of America Online. America Online at this time also exchanged
the February 1997 note for an amended and restated convertible secured
promissory note in an aggregate principal amount of $1.35 million.
In May 1997, iVillage issued shares of its Series C Convertible
Preferred Stock to America Online and other investors, at a purchase
price of $1.954 per share. America Online converted all of the $1.35
million note and eventually all of the $1.0 million note it received in
April 1997 ($200,000 in May 1997 and $800,000 in December 1997) for an
aggregate of 1,202,662 shares of Series C Convertible Preferred Stock of
iVillage. Upon the completion of the IPO, the Series C Convertible
Preferred Stock owned by America Online automatically converted into
400,887 shares of iVillage Common Stock.
In May 1997, America Online received 609,000 shares of iVillage
Common Stock (which, after the Stock Split, became 203,000 shares) in
exchange for its equity interest in Health ResponseAbility Systems, Inc.
when iVillage acquired Health ResponseAbility Systems, pursuant to the
Agreement and Plan of Reorganization and Merger, dated as of January 31,
1997, among iVillage Inc., Health ResponseAbility Systems, Inc., and
other signatories identified therein, which is filed as Exhibit 6 to this
Statement and is hereby incorporated herein by reference.
In a series of transactions occurring between February 1998 and
June 1998, iVillage issued shares of its Series D Convertible Preferred
Stock to America Online and other investors, at a purchase price of $2.50
per share. The source of funds for America Online's purchase of such
shares was the working capital of America Online. America Online
received 1,200,000 shares of Series D Convertible Preferred Stock in such
transaction, which shares were automatically converted into 400,000
shares of iVillage Common Stock upon the completion of the IPO.
In December 1998, iVillage issued shares of its Series E
Convertible Preferred Stock to America Online and other investors, at a
purchase price of $2.85 per share. The source of funds for America
Online's purchase of such shares was the working capital of America
Online. America Online received 701,754 shares of Series E Convertible
Preferred Stock in such transaction, which shares were automatically
converted into 233,918 shares of iVillage Common Stock upon completion of
the IPO.
CUSIP No. 46588H 10 5 Page 8 of 17
America Online purchased a total of 107,143 shares of iVillage
Common Stock from iVillage in connection with its public offering of
common stock in October 1999. The source of funds for America Online's
purchase of such shares was the working capital of America Online. In
addition, America Online purchased a total of 41,666 shares of iVillage
Common Stock in open market transactions on March 24, 1999. The
source of funds for America Online's purchase of such shares was the
working capital of America Online.
On January 11, 2001, the Holding Company Transaction was
consummated pursuant to the Second Amended and Restated Agreement and
Plan of Merger, dated as of January 10, 2000, by and among AOL Time
Warner, America Online, America Online Merger Sub Inc., a Delaware
corporation and a direct wholly owned subsidiary of AOL Time Warner
("America Online Merger Sub"), Time Warner and Time Warner Merger Sub
Inc., a Delaware corporation and a direct wholly owned subsidiary of AOL
Time Warner ("Time Warner Merger Sub"), whereby among other things,
America Online Merger Sub merged with and into America Online with
America Online continuing as the surviving corporation and becoming a
direct wholly owned subsidiary of AOL Time Warner and Time Warner Merger
Sub merged with and into Time Warner with Time Warner continuing as the
surviving corporation and becoming a direct wholly owned subsidiary of
AOL Time Warner (together, the "Mergers"). In addition, upon
consummation of the Mergers (i) each outstanding share of America Online
Common Stock was automatically converted into one share of AOL Time
Warner Common Stock, (ii) each outstanding share of Time Warner Common
Stock was automatically converted into 1.5 shares of AOL Time Warner
Common Stock, and (iii) each outstanding share of Time Warner Series
LMCN-V Common Stock was automatically converted into 1.5 shares of AOL
Time Warner Series LMCN-V Common Stock having terms substantially
identical to those of the Time Warner Series LMCN-V Common Stock.
As a result of the Holding Company Transaction, AOL Time Warner
became the ultimate beneficial owner of the iVillage Common Stock held of
record by America Online.
CUSIP No. 46588H 10 5 Page 9 of 17
Item 4. Purpose of the Transaction.
America Online acquired the securities of iVillage described herein
as an investment and holds them in the ordinary course of business and
not with the purpose or effect of changing the control of iVillage.
As described in Item 3 above, AOL Time Warner became the ultimate
beneficial owner of the iVillage Common Stock as a result of the
consummation of the Holding Company Transaction.
AOL Time Warner and America Online intend to review and evaluate
their investment in iVillage from time to time. On the basis of such
review and evaluation, AOL Time Warner and America Online may acquire
additional iVillage securities from time to time in market transactions
or otherwise or may dispose of some or all of their holdings of iVillage
securities from time to time in market transactions or otherwise.
Other than as described above, neither AOL Time Warner or America
Online has any current plans or proposals that relate to or would result
in (i) the acquisition or disposition of securities of iVillage; (ii) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving iVillage or any of its subsidiaries; (iii) a sale
or transfer of a material amount of assets of iVillage or any of its
subsidiaries; (iv) any change in the present board of directors or
management of iVillage, including any current plans or proposals to
change the number or term of directors or to fill any existing vacancies
on the board of directors of iVillage; (v) any material change in the
present capitalization or dividend policy of iVillage; (vi) any other
material change in iVillage's business or corporate structure; (vii)
changes in iVillage's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
iVillage by any person; (viii) causing a class of securities of iVillage
to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (ix) causing a class of
equity securities of iVillage to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act
of 1934, as amended; or (x) any action similar to any of those enumerated
in clauses (i) through (ix) of this sentence.
Item 5. Interest in Securities of iVillage.
The information set forth or incorporated by reference in Item 3 is
hereby incorporated herein by reference.
On January 11, 2001, in connection with the Holding Company
Transaction described in Item 3 above, America Online became a direct
wholly owned subsidiary of AOL Time Warner. As a result, AOL Time Warner
and America Online may be deemed to have shared power to vote and dispose
CUSIP No. 46588H 10 5 Page 10 of 17
of the 2,511,983 shares of iVillage Common Stock registered in the name
of America Online and owned beneficially by AOL Time Warner.
Except as described herein, to the best knowledge of the Reporting
Persons as of the date hereof, (i) none of the Reporting Persons nor any
of the executive officers or directors of the Reporting Persons,
beneficially owns any shares of iVillage Common Stock, and (ii) there
have been no transactions in the shares of iVillage Common Stock effected
during the past 60 days by the Reporting Persons, nor, to the best of the
knowledge of the Reporting Persons, by any of the executive officers or
directors of the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of iVillage.
The information set forth or incorporated by reference in Item 3 is
hereby incorporated herein by reference.
Pursuant to the Fourth Amended and Restated Registration Rights
Agreement, dated December 4, 1998, by and among iVillage Inc., the
Founders and each of the Investors identified therein (the "Registration
Rights Agreement"), after the IPO, America Online and various other
stockholders (so long as the number of shares of iVillage Common Stock
represented by the securities held by those making such demand represents
at least 40% of all such securities covered by the Registration Rights
Agreement) are entitled to demand that iVillage file a registration
statement with respect to the registration of their respective shares of
iVillage Common Stock under the Securities Act, subject to certain
limitations. iVillage is not required to effect: (i) more than four
registrations; (ii) a registration during any period in which any other
registration statement has been filed within 60 days following
determination of the board of directors of iVillage to file a
registration statement; or (iii) a registration for a period not to
exceed 60 days, if the board of directors of iVillage has made a good
faith determination that it would be seriously detrimental to iVillage or
the holders of registration rights for a registration statement to be
filed. America Online is also entitled to piggyback registration rights
in connection with any registration by iVillage of its securities for its
own account or the account of other securityholders. In the event that
iVillage proposes to register any shares of common stock under the
Securities Act, America Online is entitled to receive notice and is
entitled to include its shares in the registration statement. These
registration rights terminate when the shares held by America Online may
be sold under Rule 144 during any three-month period. The Registration
Rights Agreement is filed as Exhibit 7 to this Statement and is hereby
incorporated herein by reference.
Pursuant to the Fourth Amended and Restated Stockholders'
Agreement, dated as of December 4, 1998, by and among iVillage Inc., the
Founders and each of the Investors identified therein (the "Stockholders'
CUSIP No. 46588H 10 5 Page 11 of 17
Agreement"), America Online received the right to nominate one individual
designated by America Online to iVillage's Board of Directors. The
Stockholders' Agreement, however, was terminated on March 19, 1999 in
connection with the IPO. Nevertheless, an officer of America Online
continues to serve as a director of iVillage. Accordingly, America
Online may be in a position to influence the operations and activities of
iVillage. The Stockholders' Agreement is filed as Exhibit 8 to this
Statement and is hereby incorporated herein by reference.
Except as described herein, to the best knowledge of the Reporting
Persons as of the date hereof, (i) none of the Reporting Persons nor any
of the executive officers or directors of the Reporting Persons,
beneficially owns any shares of iVillage Common Stock, and (ii) there
have been no transactions in the shares of iVillage Common Stock effected
during the past 60 days by the Reporting Persons, nor, to the best of the
knowledge of the Reporting Persons, by any of the executive officers or
directors of the Reporting Persons."
Item 7. Material to Be Filed as Exhibits.
Exhibit Number Description
1 Joint Filing Agreement, dated January 22, 2001,
between AOL Time Warner Inc. and America Online, Inc.
2 Stock Subscription Warrant dated as of September 19,
1995 of iVillage Inc. in favor of Online, Inc.
3 Stock Subscription Warrant dated as of May 6, 1996
of iVillage Inc. in favor of America Online, Inc.
4 Note and Warrant Purchase Agreement, dated February
27, 1997, by and among iVillage Inc. and each of the
Purchasers identified therein (including form of
Warrant), incorporated herein by reference to Exhibit
10.22 to Form S-1 Registration Statement of iVillage
Inc. (Reg. No. 333-68749) as filed on December 11,
1998.
5 Stock Subscription Warrant dated as of February 27,
1997 between iVillage Inc. and America Online, Inc.
CUSIP No. 46588H 10 5 Page 12 of 17
Exhibit Number Description
6 Agreement and Plan of Reorganization and Merger,
dated as of January 31, 1997, among iVillage Inc.,
Health ResponseAbility Systems, Inc., and other
signatories identified therein, incorporated herein
by reference to Exhibit 2.1 to Form S-1 Registration
Statement of iVillage Inc. (Reg. No. 333-68749) as
filed on December 11, 1998.
7 Fourth Amended and Restated Registration Rights
Agreement, dated as of December 4, 1998, by and among
iVillage Inc., the Founders and each of the Investors
identified therein, incorporated herein by reference
to Exhibit 10.25 to Form S-1 Registration Statement
of iVillage Inc. (Reg. No. 333-68749) as filed on
December 11, 1998.
8 Fourth Amended and Restated Stockholders' Agreement,
dated as of December 4, 1998, by and among iVillage
Inc., the Founders and each of the Investors
identified therein, incorporated herein by reference
to Exhibit 10.24 to Form S-1 Registration Statement
of iVillage Inc. (Reg. No. 333-68749) as filed on
December 11, 1998.
CUSIP No. 46588H 10 5 Page 13 of 17
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
AOL TIME WARNER INC.
By:/s/ J. Michael Kelly
----------------------------------
Name: J. Michael Kelly
Title: Executive Vice President and
Chief Financial Officer
AMERICA ONLINE, INC.
By:/s/ Randall Boe
Name: Randell Boe
Title: Senior Vice President,
General Counsel and Secretary
Dated: January 22, 2001
CUSIP No. 46588H 10 5 Page 14 of 17
Schedule I
Directors and Executive Officers
Of AOL Time Warner
The following table sets forth the name, business address and
present principal occupation or employment of each director and executive
officer of AOL Time Warner. Except as indicated below, each such person
is a U.S. citizen, and the business address of each such person is 75
Rockefeller Plaza, New York, New York 10019.
Board of Directors
------------------
Name and Title Present Principal Occupation
-------------- ----------------------------
Stephen M. Case Chairman of the Board;
Chairman of the Board AOL Time Warner Inc.
Gerald M. Levin Chief Executive Officer;
Chief Executive Officer AOL Time Warner Inc.
Kenneth J. Novack Vice Chairman;
Vice Chairman AOL Time Warner Inc.
R.E. Turner Vice Chairman and Senior Advisor;
Vice Chairman and AOL Time Warner Inc
Senior Advisor
Daniel F. Akerson Chairman of the Board and Chief
Executive Officer;
XO Communications, Inc.
1505 Farm Credit Drive
McLean, VA 22101
(a broadband and communications company)
James L. Barksdale Partner;
The Barksdale Group
c/o AOL Time Warner Inc.
(a venture capital firm)
Stephen F. Bollenbach President and Chief Executive Officer;
Hilton Hotels Corporation
9336 Civic Center Drive
Beverly Hills, CA 90210
(hotel ownership and management)
Frank J. Caufield Partner;
Kleiner Perkins Caufield & Byers
Four Embarcadero Center
San Francisco, CA 94111
(a venture capital partnership)
Miles R. Gilburne Director;
AOL Time Warner Inc.
CUSIP No. 46588H 10 5 Page 15 of 17
Carla A. Hills Chairman and Chief Executive Officer;
Hills & Company
1200 19th Street, NW
Washington, DC 20036
(international trade and investment
consultants)
Reuben Mark Chief Executive Officer;
Colgate-Palmolive Company
300 Park Avenue
New York, NY 10022
(consumer products)
Michael A. Miles Former Chairman of the Board and Chief
Executive Officer of Phillip Morris
Companies Inc.; Director of Various
Companies
Three Lakes Drive
Northfield, IL 60093
Richard D. Parsons Co-Chief Operating Officer;
Co-Chief Operating Officer AOL Time Warner Inc.
Robert W. Pittman Co-Chief Operating Officer;
Co-Chief Operating Officer AOL Time Warner Inc.
Franklin D. Raines Chairman and Chief Executive Officer;
Fannie Mae
3900 Wisconsin Avenue, NW
Washington, DC 20016-2806
(a non-banking financial services company)
Francis T. Vincent, Jr. Chairman of;
Vincent Enterprises
(private investor) and
Director of Various Companies
300 First Stamford Place
Stamford, CT 06902
Executive Officers Who Are Not Directors
----------------------------------------
Name Title and Present Principal Occupation
---- --------------------------------------
Richard J. Bressler Executive Vice President;
AOL Time Warner Inc.
Paul T. Cappuccio Executive Vice President, General
Counsel and Secretary;
AOL Time Warner Inc.
David Colburn Executive Vice President;
AOL Time Warner Inc.
J. Michael Kelly Executive Vice President and Chief
Financial Officer;
AOL Time Warner Inc.
CUSIP No. 46588H 10 5 Page 16 of 17
Kenneth B. Lerer Executive Vice President;
AOL Time Warner Inc.
William J. Raduchel Executive Vice President and Chief
Technology Officer;
AOL Time Warner Inc.
Mayo S. Stuntz, Jr. Executive Vice President;
AOL Time Warner Inc.
George Vradenburg, III Executive Vice President for Global and
Strategic Policy;
AOL Time Warner Inc.
CUSIP No. 46588H 10 5 Page 17 of 17
SCHEDULE II
Directors and Executive Officers
Of AMERICA ONLINE, INC.
The following table sets forth the name, business address and
present principal occupation or employment of each director and executive
officer of America Online, Inc. Except as indicated below, each such
person is a U.S. citizen, and the business address of each such person is
75 Rockefeller Plaza, New York, New York 10019.
Board of Directors
------------------
Name and Title Present Principal Occupation
-------------- ----------------------------
Paul T. Cappuccio Executive Vice President, General
Counsel and Secretary;
AOL Time Warner Inc.
J. Michael Kelly Executive Vice President and Chief
Financial Officer; AOL Time Warner Inc.
Barry M. Schuler Chairman and Chief Executive Officer;
Chairman and America Online, Inc.
Chief Executive Officer
Executive Officers Who Are Not Directors
----------------------------------------
Name Title and Present Principal Occupation
---- --------------------------------------
Janice Brandt Vice Chair and Chief Marketing Officer;
America Online, Inc.
Theodore J. Leonsis Vice Chair and New Product Officer;
America Online, Inc.
Raymond J. Oglethorpe President and Chief Operating Officer;
America Online, Inc.
Joseph A. Ripp Executive Vice President, Chief
Financial Officer and Treasurer;
America Online, Inc.
Mark E. Stavish Executive Vice President, Human
Resources; America Online, Inc.
Randall J. Boe Senior Vice President, General Counsel
and Secretary; America Online, Inc.
Ann Brackbill Senior Vice President, Corporate
Communications; America Online, Inc.
CUSIP No. 46588H 10 5
Exhibit 1
JOINT FILING AGREEMENT
AOL Time Warner Inc., a Delaware corporation and America Online,
Inc., a Delaware corporation, each hereby agrees, in accordance with Rule
13d-1(k) under the Securities Exchange Act of 1934, that the Schedule 13D
filed herewith, and any amendments thereto, relating to the shares of
common stock, par value $0.01, of iVillage Inc., a Delaware corporation,
is, and will be, jointly filed on behalf of each such person and further
agree that this Joint Filing Agreement be included as an Exhibit to such
joint filings. In evidence thereof, the undersigned hereby execute this
Agreement as of the date set forth below.
Dated: January 22, 2001
AOL TIME WARNER INC.
By:/s/ J. Michael Kelly
-------------------------------
Name: J. Michael Kelly
Title: Executive Vice President
and Chief Financial Officer
AMERICA ONLINE, INC.
By:/s/ Randell Boe
------------------------------
Name: Randall Boe
Title: Senior Vice President,
General Counsel and
Secretary