SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. 1)*
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
--------------
(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:
Jonathan L. Kravetz, Esq.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
One Financial Center
Boston Massachusetts 02111
(617) 542-6000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 11, 2001
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
13D
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CUSIP NO. 02365B100
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==============================================================================
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AOL 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
------------------------------------------------------------------------------
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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7 SOLE VOTING POWER
NUMBER OF
122,399,584
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
122,399,584
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
240,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,639,584
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.6%
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14 TYPE OF REPORTING PERSON
HC
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13D
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CUSIP NO. 02365B100
-------------------
==============================================================================
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
America Online, Inc.
54-1322110
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------------------------------------------------------------------------------
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
122,399,584
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
122,399,584
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
240,000
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,639,584
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.6%
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
==============================================================================
AOL Time Warner Inc., a Delaware corporation ("AOL Time Warner"), and its
wholly owned subsidiary, America Online, Inc., a Delaware corporation ("AOL")
(collectively, the "Reporting Persons"), hereby file this Amendment No. 1
("Amendment No. 1") to amend and supplement the Statement on Schedule 13D
originally filed on August 22, 2000 (the "Statement"), with respect to the
shares of Class A Common Stock, par value $0.01 per share (the "Class A Common
Stock"), of America Online Latin America, Inc., a Delaware corporation ("AOL-
LA"). As provided in the Joint Filing Agreement filed as Exhibit No. 7 hereto,
the Reporting Persons have agreed pursuant to Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended, to file one Statement on Schedule 13D with
respect to their ownership of the Class A Common Stock.
This Amendment No. 1 is being filed solely to reflect the combination (the
"Holding Company Transaction") on January 11, 2001 of AOL and Time Warner Inc.
("Time Warner"), in connection with which (1) each of AOL and Time Warner became
a wholly owned subsidiary of AOL Time Warner and (2) AOL Time Warner became the
ultimate beneficial owner of the shares of Class A Common Stock held of record
by AOL.
Capitalized terms used but not defined in this Amendment No. 1 have the
meanings assigned thereto in the Statement. The Statement is hereby amended and
supplemented by this Amendment No. 1.
Item 2. Identity and Background
-----------------------
The response to Item 2 of the Statement is hereby amended in its entirety
to read as follows:
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 ("AOL")
(AOL, together with AOL Time Warner, the "Reporting Persons"), having its
principal executive offices at 22000 AOL Way, Dulles, Virginia 20166, and by AOL
Time Warner and AOL as members of a "group" (as such term is defined pursuant to
Regulation 13D under the Securities Exchange Act of 1934, as amended), which has
been deemed to have been formed by (i) AOL and (ii) Riverview Media Corp., a
British Virgin Islands corporation ("Riverview"), Gustavo A. Cisneros, Ricardo
J. Cisneros, Aspen Investments LLC ("Aspen") and Atlantis Investments LLC
("Atlantis") (collectively, the "Cisneros Group").
The beneficial ownership by members of the Cisneros Group of the Class A
Common Stock, Series C Redeemable Convertible Preferred Stock, par value $0.01
per share, of AOL-LA ("Series C Preferred Stock"), and Class C Common Stock, par
value $0.01 per share, of AOL-LA ("Class C Common Stock") is set forth in a
Schedule 13D filed by the Cisneros Group, as most recently amended on January
11, 2001. AOL and AOL Time Warner disclaim beneficial ownership of any AOL-LA
securities owned directly or indirectly by the Cisneros Group.
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 cable 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 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.
To the best knowledge of the Reporting Persons, no directors or officers of
the Reporting Persons have legal or beneficial ownership of any shares of Class
A Common Stock.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
The response to Item 3 of the Statement is hereby amended and supplemented
by adding the following paragraphs thereto:
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, AOL, 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, whereby among other things, America Online Merger Sub merged with
and into AOL with AOL 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 shares of Class A Common Stock held by AOL.
Item 4. Purpose of Transaction
----------------------
The response to Item 4 of the Statement is hereby amended by adding the
following paragraphs to the end thereof:
As described in Item 3 above, AOL Time Warner became the ultimate
beneficial owner of the shares of Class A Common Stock owned by AOL as a result
of the consummation of the Holding Company Transaction.
Except as set forth elsewhere in this Schedule 13D, neither of AOL Time
Warner nor AOL has any current plans or proposals which relate to or would
result in any of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D, although AOL Time Warner and AOL do not rule out the possibility
of effecting or seeking to effect any such actions in the future.
Item 5. Interest in Securities of AOL-LA
--------------------------------
On January 11, 2001, in connection with the Holding Company Transaction
described in Item 3 above, AOL became a direct wholly owned subsidiary of AOL
Time Warner. As a result, AOL Time Warner and AOL may be deemed to have shared
power to vote and dispose of the shares of Class A Common Stock owned by AOL.
The information set forth or incorporated by reference in Items 2, 3 and 4
is hereby incorporated herein by reference.
As of the date hereof, AOL and AOL Time Warner beneficially own (i)
4,000,000 shares of Class A Common Stock that AOL purchased in the Offering on
August 11, 2000 and (ii) 101,858,334 shares of Series B Preferred Stock that AOL
received in the Reorganization, which Series B Preferred Stock represents all of
the Series B Preferred Stock issued and outstanding. Shares of Series B
Preferred Stock are convertible into shares of Class B Common Stock at any time,
initially on a one share-for-one share basis, and such Class B Common Stock is
convertible into Class A Common Stock at any time, initially on a one share-for-
one share basis. In addition, immediately prior to the Securities and Exchange
Commission declaring the Offering effective, AOL-LA issued the AOL Warrant to
AOL. The number of shares for which the AOL Warrant is exercisable is 16,541,250
in any combination of B Stock or Class A Common Stock at a per share exercise
price equal to the Offering price of $8.00. The AOL Warrant is immediately
exercisable and has a ten-year term. The number of shares issuable under the AOL
Warrant may be increased if AOL-LA, AOL or the Cisneros Group issue or transfer
shares to one or more Strategic Partners. Pursuant to Rule 13d-3(a) promulgated
under the Exchange Act, AOL and AOL Time Warner may be deemed to beneficially
own options to purchase an aggregate of 240,000 shares of Class A Common Stock.
As stated in Item 6 below, upon the consummation of the Offering, four employees
of AOL who are also members of the Board were each granted an option to purchase
60,000 shares of Class A Common Stock. Under AOL's conflicts of interest
standards, each such AOL employee must transfer the economic benefit of his
option to AOL. Although each such AOL employee is the record holder of the
option, AOL and AOL Time Warner hold or share the disposition power with respect
to all of the shares of Class A Common Stock underlying the options. The filing
of this Schedule 13D, however, shall not be construed as an admission for the
purposes of Sections 13(d) and 13(g) and Regulation 13D-G of the Exchange Act or
the rules promulgated thereunder that any of such option holders 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 individual.
AOL and AOL Time Warner have the sole power to vote and dispose of the
4,000,000 shares of Class A Common Stock that AOL purchased in the Offering, the
shares of Series B Preferred Stock issued to AOL in the Reorganization and the
shares of B Stock and/or Class A Common Stock issuable upon exercise of the AOL
Warrant. AOL and AOL Time Warner share the power to dispose of the shares of
Class A Common Stock issuable upon exercise of the stock options that were
granted to four of AOL's employees. Consequently, upon the conversion of the B
Stock and the exercise of the AOL Warrant and, as further described in Item 6,
the stock options granted to four employees of AOL, AOL and AOL Time Warner
would beneficially own 122,639,584 shares of Class A Common Stock in the
aggregate, or 67.6% of the shares of Class A Common Stock currently outstanding.
However, assuming the conversion of all B Stock and C Stock outstanding and the
exercise and conversion of all outstanding warrants and stock options, AOL and
AOL Time Warner would beneficially own 37.6% of the total issued and outstanding
Class A Common Stock of AOL-LA.
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, AOL 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 Banco Itau, Itau Bank, Ltd., a Cayman Limited
Liability Company and wholly-owned subsidiary of Banco Itau, and Ricardo Egydio
Setubal, President and Chief Executive Officer of Banco Itau (collectively, the
"Banco Itau Reporting Persons"). As reported in the Effective Registration
Statement, the Banco Itau Reporting Persons beneficially own 31,760,000 shares
of Class A Common Stock (assuming the exercise of an option for 60,000 shares of
Class A Common Stock granted to Mr. Setubal), or approximately 9.7% of the
325,792,428 issued and outstanding shares of Class A Common Stock (assuming the
conversion of all issued and outstanding shares of capital stock convertible
into, and the exercise of all issued and outstanding warrants and options to
acquire, shares of Class A Common Stock). AOL disclaims beneficial ownership of
any such securities of the Banco Itau Reporting Persons owned directly or
indirectly by the Banco Itau Reporting Persons.
Other than as set forth in this Schedule 13D and acquisitions of beneficial
interests by the Cisneros Group, to the best of AOL's knowledge as of the date
hereof, (i) neither AOL nor any subsidiary or affiliate of AOL nor any of AOL's
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 AOL, nor to the best of AOL's
knowledge, by any subsidiary or affiliate of AOL or any of AOL's executive
officers or directors.
References to, and descriptions of, the Stockholders' Agreement, Banco Itau
Registration Rights Agreement, Charter and By-laws as set forth above or
incorporated in this Item 5 are qualified in their entirety by reference to the
copy of the Stockholders' Agreement, Banco Itau Registration Rights Agreement,
Charter and By-laws included as Exhibits 1, 2, 3 and 4 to this Schedule 13D, and
are incorporated in this Item 5 in its entirety where such references and
descriptions appear.
Item 7. Material to be Filed as Exhibits
--------------------------------
Item 7 is hereby amended by adding the following document as an exhibit:
Exhibit Number Description
7 Joint Filing Agreement, dated January 22, 2001, between
AOL Time Warner Inc. and America Online, Inc.
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.
Date: January 22, 2001 By: /s/ J. Michael Kelly
-----------------------------
J. Michael Kelly
-----------------------------
Name/Title: Executive Vice President
and Chief Financial Officer
AMERICA ONLINE, INC.
Date: January 22, 2001 By: /s/ Randall Boe
-----------------------------
Randall Boe
-----------------------------
Name/Title: Senior Vice President,
General Counsel and
Secretary
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, as amended, that the Schedule 13D
filed herewith, and any amendments thereto, relating to the shares of common
stock, par value $0.01, of America Online Latin America, 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/ Randall Boe
--------------------------------
Name: Randall Boe
Title: Senior Vice President,
General Counsel and Secretary
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 Senior Advisor AOL Time Warner Inc.
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
2730 Sand Hill Road, Suite 100
Menlo Park, CA 94025
Stephen F. Bollenbach President and Chief Executive Officer;
Hilton Hotels Corporation
9336 Civic Center Drive
everly Hills, CA 90210
Frank J. Caufield Partner;
Kleiner Perkins Caufield & Byers
Four Embarcadero Center
San Francisco, CA 94111
(a venture capital partnership)
Miles R. Gilburne Director;
AOL Time Warner Inc.
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
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.
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.
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 Chief America Online, Inc.
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.