-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VjyB0PZ+PBli6SZVzB97jbvsm6Ijjaf0p2bo+uAlDFdlL465C+vwTjJtckDyuOxu HFsOwMbzMT5Gw18/eOPuxA== 0000950123-01-500169.txt : 20010312 0000950123-01-500169.hdr.sgml : 20010312 ACCESSION NUMBER: 0000950123-01-500169 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010308 GROUP MEMBERS: ASPEN INVESTMENTS INC GROUP MEMBERS: ATLANTIS INVESTMENTS LLC GROUP MEMBERS: GUSTAVOS A. CISNEROS GROUP MEMBERS: RICARDO A. CISNEROS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICA ONLINE LATIN AMERICA INC CENTRAL INDEX KEY: 0001100395 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 650963212 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-59485 FILM NUMBER: 1563994 BUSINESS ADDRESS: STREET 1: 6600 N ANDREWS AVE STREET 2: STE 500 CITY: FORT LAUDERDALE STATE: FL ZIP: 10013 BUSINESS PHONE: 9547720002 MAIL ADDRESS: STREET 1: 6600 N ANDREWS AVENUE STREET 2: SUITE 500 CITY: FORT LAUDERDALE STATE: FL ZIP: 10013 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASPEN INVESTMENTS INC CENTRAL INDEX KEY: 0001045148 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX F-42544 CITY: FREEPORT BAHAMAS STATE: C5 ZIP: 00000 BUSINESS PHONE: 2423527063 MAIL ADDRESS: STREET 1: P O BOX F-42544 CITY: FREEPORT BAHAMAS STATE: C5 ZIP: 00000 SC 13D/A 1 y45689a3sc13da.txt AMENDMENT NO. 3 TO SCHEDULE 13 D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (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. 3)* AMERICA ONLINE LATIN AMERICA, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 02365B100 (CUSIP Number) Joan Burton Jensen, Esq. Finser Corporation 550 Biltmore Way Coral Gables, FL 33134 Telephone: (305) 442-3452 Copy to: Guilford W. Gaylord, Esq. Milbank, Tweed, Hadley & McCloy LLP 1 Chase Manhattan Plaza New York, NY 10005 Telephone: (212) 530-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 13, 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), Rule 13d-1(f) of 13(d)-1(g), check the following box |_|. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 - ----------------------- ------------------ CUSIP NO. 02365B100 13D Page 2 of 14 Pages - ----------------------- ------------------ - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Aspen Investments LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) /_/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 20(e) /_/ - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- (See Item 5 below) NUMBER OF SHARES ------------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 50,865,869 REPORTING ------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER -0- (See Item 5 below) ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 50,649,203 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,865,869 (See Item 5 below) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Item 2(a) below) /X/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.5%(1) (See Item 5 below) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - -------- (1) Based on the number of shares of Class A Common Stock outstanding on November 8, 2000, as represented by America Online Latin America, Inc., in its Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2000. 2 3 - ----------------------- ------------------ CUSIP NO. 02365B100 13D Page 3 of 14 Pages - ----------------------- ------------------ - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Atlantis Investments LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) /_/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 20(e) /_/ - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- (See Item 5 below) NUMBER OF SHARES ------------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 50,938,091 REPORTING ------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER -0- (See Item 5 below) ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 50,649,203 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,938,091 (See Item 5 below) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Item 2(a) below) /X/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.6%(2) (See Item 5 below) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - -------- (2) Based on the number of shares of Class A Common Stock outstanding on November 8, 2000, as represented by America Online Latin America, Inc., in its Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2000. 3 4 - ----------------------- ------------------ CUSIP NO. 02365B100 13D Page 4 of 14 Pages - ----------------------- ------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Gustavo A. Cisneros - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) /_/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OO (See Item 3 below) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 20(e) /_/ - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Venezuela - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 60,000 (See Item 5 below) NUMBER OF SHARES ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 50,865,869 (See Item 5 below) EACH ------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 60,000 (See Item 5 below) WITH ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 50,649,203 (See Item 5 below) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,925,869 (See Item 5 below) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Item 2(a) below) /X/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.6%(3) (See Item 5 below) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- - -------- (3) Based on the number of shares of Class A Common Stock outstanding on November 8, 2000, as represented by America Online Latin America, Inc. in its Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2000. 4 5 - ----------------------- ------------------ CUSIP NO. 02365B100 13D Page 5 of 14 Pages - ----------------------- ------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Ricardo J. Cisneros - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) /_/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OO (See Item 3 below) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 20(e) /_/ - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Venezuela - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 60,000 (See Item 5 below) NUMBER OF SHARES ------------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 50,938,091 (See Item 5 below) REPORTING ------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 60,000 (See Item 5 below) ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 50,649,203 (See Item 5 below) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,998,091 (See Item 5 below) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Item 2(a) below) /X/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.6%(4) (See Item 5 below) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- - -------- (4) Based on the number of shares of Class A Common Stock outstanding on November 8, 2000, as represented by America Online Latin America, Inc., in its Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2000. 5 6 This statement constitutes Amendment No. 3 to the Schedule 13D (the "Schedule 13D") filed by Riverview Media Corp., Gustavo A. Cisneros and Ricardo J. Cisneros on August 21, 2000 with respect to the shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), of America Online Latin America, Inc., a Delaware corporation ("AOL-LA"). All capitalized terms not otherwise defined shall have the meanings ascribed thereto in the Schedule 13D. This Amendment No. 3 is being filed to reflect the letter agreement in principle entered into on February 13, 2001 by and among AOL-LA, Aspen Investments LLC ("Aspen"), Atlantis Investments LLC ("Atlantis"), America Online, Inc. ("AOL") and Banco Itau, S.A.--Cayman Branch and Itau Bank Limited (collectively, "Banco Itau"), pursuant to which each of Aspen, Atlantis, AOL and Banco Itau agreed in principle to possibly acquire additional equity securities from AOL-LA. Other than as set forth herein, there has been no material change in the information set forth in Items 1 through 7 of the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND. Paragraph (c) of Item 2 is hereby replaced in its entirety with the following: (c) See Item 2(b). Aspen and Atlantis are passive holding companies. GAC has been a member of AOL-LA's Board of Directors (the "Board") since January 2000. For more than the last five years, GAC has overseen the management and operations of the Cisneros Group of Companies, a name used to describe a group of investments, joint ventures, strategic alliances and companies (including Aspen and Atlantis) that are associated with GAC and RJC and trusts established by them for the benefit of themselves and members of their families (the "Cisneros Group"). GAC is an executive officer and director of a number of the companies associated with the Cisneros Group, including Spalding Holdings Corporation, Pueblo Xtra International, Inc. and Panamerican Beverages, Inc. RJC has been a member of the Board since January 2000. For more than the last five years, RJC has served as an executive officer and a director of a number of the companies associated with the Cisneros Group, including Venevision and Operadora Sercra C.A. Riverview, Aspen and Atlantis are member companies of the Cisneros Group. Aspen is indirectly beneficially owned by a trust established by GAC for the benefit of himself and members of his family, and Atlantis is indirectly beneficially owned by a trust established by RJC for the benefit of himself and members of his family. Aspen and GAC disclaim beneficial ownership of the shares of AOL-LA owned by Atlantis and/or RJC. Atlantis and RJC disclaim beneficial ownership of the shares of AOL-LA owned by Aspen and/or GAC. 6 7 ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended by adding the following paragraphs to the end thereof: As described in Item 6, on February 13, 2001, Aspen and Atlantis and certain other stockholders of AOL-LA, Banco Itau and AOL, reached agreement in principle with AOL-LA to possibly acquire additional equity securities from AOL-LA. If such acquisition is consummated, such purchase by Aspen and Atlantis would be for investment purposes. The information set forth or incorporated by reference in Items 6 and 7 is hereby incorporated by reference. 7 8 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Paragraphs (a) and (b) of Item 5 are hereby replaced in their entirety with the following: (a) As of the date hereof, Aspen and GAC each beneficially owns (i) 2,000,000 shares of Class A Common Stock that Riverview purchased in the Offering on August 11, 2000 and (ii) 48,865,869 shares of Series C Preferred Stock that Riverview received in the Reorganization (including 216,666 shares owned by children of GAC as to which Aspen has voting power as described in Item 5(b)). Shares of Series C Preferred Stock are convertible into Class C Common Stock at any time on a one share for one share basis, which Class C Common Stock is convertible into Class A Common Stock at any time on a one share for one share basis. All of the equity interest in Aspen is indirectly owned by a trust established by GAC for the benefit of himself and members of his family. In addition, GAC beneficially owns immediately exercisable options to purchase 60,000 shares of Class A Common Stock. As of the date hereof, Atlantis and RJC each beneficially owns (i) 2,000,000 shares of Class A Common Stock that Riverview purchased in the Offering on August 11, 2000 and (ii) 48,938,091 shares of Series C Preferred Stock that Riverview received in the Reorganization (including 288,888 shares owned by children of RJC as to which Atlantis has voting power as described in Item 5(b)). Shares of Series C Preferred Stock are convertible into Class C Common Stock at any time on a one share for one share basis, which Class C Common Stock is convertible into Class A Common Stock at any time on a one share for one share basis. All of the equity interest in Atlantis is indirectly owned by a trust established by RJC for the benefit of himself and members of his family. In addition, RJC beneficially owns immediately exercisable options to purchase 60,000 shares of Class A Common Stock. Assuming the conversion of the 48,865,869 shares of Series C Preferred Stock into Class A Common Stock, Aspen beneficially owns 45.5% of the outstanding Class A Common Stock. Assuming the conversion of the 48,938,091 shares of Series C Preferred Stock into Class A Common Stock, Atlantis beneficially owns 45.6% of the outstanding Class A Common Stock. Assuming the conversion of the 48,865,869 shares of Series C Preferred Stock into Class A Common Stock, and the exercise of his option to purchase 60,000 shares of Class A Common Stock, GAC beneficially owns 45.6% of the outstanding Class A Common Stock. Assuming the conversion of the 48,938,091 shares of Series C Preferred Stock into Class A Common Stock, and the exercise of his option to purchase 60,000 shares of Class A Common Stock, RJC beneficially owns 45.6% of the outstanding Class A Common Stock. All percentages herein are based on the number of shares of Class A Common Stock outstanding on November 8, 2000, as represented by AOL-LA in its Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2000 (the "Form 10-Q"). 8 9 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, Aspen, Atlantis, GAC and RJC 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). Riverview, Aspen, Atlantis, GAC and RJC each disclaims beneficial ownership of any such securities owned directly or indirectly by the Banco Itau Reporting Persons. (b) Aspen has the shared power to vote 50,865,869 shares of Class A Common Stock (assuming the conversion of 48,865,869 shares of Series C Preferred Stock). Such shares include the right to vote 216,666 shares owned by the children of GAC as to which Aspen has voting power pursuant to a Voting Agreement and Irrevocable Proxy with such children. GAC has the power to vote 50,925,869 shares of Class A Common Stock (assuming the conversion of 48,865,869 shares of Series C Preferred Stock and exercise of his option to purchase 60,000 shares of Class A Common Stock). All of GAC's voting power is shared with Aspen, except with respect to 60,000 shares of Class A Common Stock subject to immediately exercisable options owned by GAC (assuming the exercise of such options). Atlantis has the shared power to vote 50,938,091 shares of Class A Common Stock (assuming the conversion of 48,938,091 shares of Series C Preferred Stock). Such shares include the right to vote 288,888 shares owned by the children of RJC as to which Atlantis has voting power pursuant to a Voting Agreement and Irrevocable Proxy with such children. RJC has the power to vote 50,998,091 shares of Class A Common Stock (assuming the conversion of 48,938,091 shares of Series C Preferred Stock and exercise of his option to purchase 60,000 shares of Class A Common Stock). All of RJC's voting power is shared with Atlantis, except with respect to 60,000 shares of Class A Common Stock subject to immediately exercisable options owned by RJC (assuming the exercise of such options). Aspen has the shared power to dispose of 50,649,203 shares of Class A Common Stock (assuming the conversion of 48,649,203 shares of Series C Preferred Stock). GAC has the power to dispose of 50,709,203 shares of Class A Common Stock (assuming the conversion of 48,649,203 shares of Series C Preferred Stock and exercise of his option to purchase 60,000 shares of Class A Common Stock) through his control of Aspen. Atlantis has the shared power to dispose of 50,649,203 shares of Class A Common Stock (assuming the conversion of 48,649,203 shares of Series C Preferred Stock). RJC has the power to dispose of 50,709,203 shares of Class A Common Stock (assuming the conversion of 48,649,203 shares of Series C Preferred Stock and exercise of his option to purchase 60,000 shares of Class A Common Stock) through his control of Atlantis. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended by adding the following paragraph therein: The information contained in the agreement attached as Exhibit 9 is incorporated herein by reference. 9 10 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended by adding the following documents as an exhibit: Exhibit Description 1. Joint Filing Agreement among the Reporting Parties, dated March 7, 2001, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended. 9. Letter Agreement in principle, dated as of February 13, 2001, by and among America Online Latin America, Inc. and America Online, Inc., Aspen Investments LLC, Atlantis Investments LLC, Banco Itau S.A. Cayman Branch and Itau Bank Limited (the "Letter Agreement in Principle") 10 11 SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 7, 2001 RIVERVIEW MEDIA CORP. By: /s/ Joan Jensen ------------------------- Name: Joan Jensen Title: Attorney-In-Fact ASPEN INVESTMENTS LLC By: /s/ Joan Jensen ------------------------- Name: Joan Jensen Title: Secretary ATLANTIS INVESTMENTS LLC By: /s/ Joan Jensen ------------------------- Name: Joan Jensen Title: Secretary /s/ Gustavo A. Cisneros ----------------------------- Gustavo A. Cisneros /s/ Ricardo J. Cisneros ------------------------------ Ricardo J. Cisneros 11 EX-99.1 2 y45689a3ex99-1.txt JOINT FILING AGREEMENT 1 Exhibit 1 AGREEMENT The undersigned hereby agree, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, to file a joint statement on Schedule 13D and amendments thereto pertaining to their beneficial interest of shares of America Online Latin America, Inc. This agreement may be terminated for any reason by any party hereto immediately upon the personal delivery or facsimile transmission of notice to that effect to the other parties hereto. This agreement may be executed in counterparts and all so executed shall constitute the agreement. Dated: March 7, 2001 RIVERVIEW MEDIA CORP. By: /s/ Joan Jensen ------------------------ Name: Joan Jensen Title: Attorney-In-Fact ASPEN INVESTMENTS LLC By: /s/ Joan Jensen ------------------------- Name: Joan Jensen Title: Secretary ATLANTIS INVESTMENTS LLC By: /s/ Joan Jensen ------------------------- Name: Joan Jensen Title: Secretary /s/ Gustavo A. Cisneros ------------------------------ Gustavo A. Cisneros /s/ Ricardo J. Cisneros ------------------------------- Ricardo J. Cisneros 12 EX-99.9 3 y45689a3ex99-9.txt LETTER AGREEMENT DATED FEBRUARY 13, 2001 1 EXHIBIT 9 February 13, 2001 America Online, Inc. 22000 AOL Way Dulles, VA 20166-9323 Aspen Investments LLC Atlantis Investments LLC c/o Finser Corporation 550 Biltmore Way, Suite 900 Coral Gables, FL 33134 Banco Itau, S.A.-Cayman Branch Itau Bank Limited Rua Boa Vista 176 Sao Paulo, Brazil Ladies and Gentlemen: This letter is intended to confirm the agreement by and among America Online Latin America, Inc. ("AOLA") and each of America Online, Inc. ("AOL"), Aspen Investments LLC and Atlantis Investments LLC (collectively, "ODC") and Banco Itau, S.A.-Cayman Branch and Itau Bank Limited (collectively, "Banco Itau," and together with AOL and ODC, the "Purchasers") regarding the proposed sale of equity securities of AOLA to each of AOL, ODC and Banco Itau. Each of the Purchasers agrees to contribute to the capital of AOLA the amounts set forth opposite its respective name on the term sheet attached hereto as Exhibit A and agrees to the other terms set forth therein. Counsel for AOLA will prepare the definitive draft documents necessary to implement this agreement, including without limitation (the "Definitive Documents"): - - purchase agreement(s), - - a certificate of designation for the Series D Preferred Stock and, if necessary, an amendment to AOLA's Certificate of Incorporation, - - amendments to the Stockholders' Agreement and Registration Rights Agreement among AOLA, AOL and ODC, and - - an amendment to the existing Registration Rights and Stockholders' Agreement between AOLA and Banco Itau (pursuant to such amendment, among other things, Banco Itau will have the right to effect repurchase transactions at its sole discretion with respect to all or any part of the securities to be purchased hereunder on the terms and conditions to be agreed to in the Definitive Documents). Each of the parties acknowledges and agrees that it will proceed in good faith in negotiating the Definitive Documents, which may include refinements and clarifications of the terms and conditions set forth on Exhibit A, as well as additional terms that, although not specified herein, are customary in equity investments of this type and consistent with the existing documents evidencing the Purchasers' current investments in AOLA; provided, that if the Definitive Documents are not executed on or prior to April 15, 2001, this letter agreement shall terminate; provided, further, that such termination shall not relieve any party from liability for any obligation it may have failed to perform prior to such termination. The signing of the definitive agreements will be conditioned on the Board of Directors of AOLA having approved this transaction (which will require, at a minimum, that the Board receive a favorable recommendation to the Board of Directors by a special committee of the Board constituted to advise the Board on this transaction (which committee will seek a "fairness opinion" from an investment bank to be retained by that committee)). The equity securities will be issued by AOLA to the Purchasers pursuant to Regulations D and S promulgated under the Securities Act of 1933, as amended. AOLA shall reimburse each Purchaser in an amount not to exceed US$25,000 per Purchaser for legal fees and other out-of-pocket expenses incurred by such 2 Purchaser in connection with the negotiation and execution of this letter and the transactions described herein, whether or not the transactions described herein are completed. Except as set forth in the preceding sentence, all parties shall be responsible for their own costs and expenses. This agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware and may be modified only pursuant to a writing signed by all of the parties hereto. If you determine that the foregoing is satisfactory in principle, we would appreciate acknowledgment of that determination by the execution and delivery to us of the enclosed copy of this letter. Very truly yours, America Online Latin America, Inc. By: /s/ Charles M. Herington Charles M. Herington President and Chief Executive Officer The foregoing is agreed to and accepted. America Online, Inc. By: /s/ Gerald R. Sokol, Jr. Gerald R. Sokol, Jr. Senior Vice President Dated, February 13, 2001 Aspen Investments LLC By: /s/ Cristina Pieretti /s/ Joan Burton Jensen Cristina Pieretti Joan Burton Jensen Executive Vice President Secretary Dated, February 13, 2001 Atlantis Investments LLC By:/s/ Cristina Pieretti /s/ Joan Burton Jensen Cristina Pieretti Joan Burton Jensen Executive Vice President Secretary Dated, February 13, 2001 Banco Itau, S.A.-Cayman Branch By: /s/ Roberto Egydio Setubal Roberto Egydio Setubal President Dated, February 13, 2001 Itau Bank Limited By: /s/ Roberto Egydio Setubal Roberto Egydio Setubal President Dated, February 13, 2001 3 Exhibit A Term Sheet America Online Latin America, Inc. Capital Contribution and Subscription for New Shares Issuer . . . . . . . . . America Online Latin America, Inc. (the "Company"), a Delaware corporation. Purchasers . . . . . . . A. America Online, Inc. ("AOL"), a Delaware corporation. B. Banco Itau, S.A.-Cayman Branch and Itau Bank Limited (collectively "Itau"). C. Aspen Investments LLC, and Atlantis Investments LLC, each a Delaware limited liability company (collectively "ODC"). Capital Contributions . . A. AOL: US$ 66,338,075; B. Itau: US$ 19,864,875; C. ODC: US$ 63,797,050. Securities . . . . . . . A. AOL: Series D Preferred Stock (each share of which will be convertible into one share of "High Vote Common Stock" (as defined in AOLA's current Certificate of Incorporation)) with a liquidation preference equal to the amount of AOL's Capital Contributions hereunder, ranking senior (in liquidation, but not with respect to dividends) to other classes of the Company's Preferred Stock, with voting rights equal to those of the Company's other Preferred Stock and with a dividend rate equal to 3% of the per share liquidation preference (on terms consistent with, and pari passu with, the Company's other Preferred Stock); B. Itau: Class A Common Stock; C. ODC: Series C Preferred Stock. Purchase Price . . . . . For each share of each of the above classes of stock, the average of the closing price of the Class A Common Stock quoted on the Nasdaq National Market System as published in the Wall Street Journal for a certain number of trading days prior to the initial funding date as may be agreed to by the parties and specified in the Definitive Documents. Target Closing Date . . . March 8, 2001 Payment Schedules . . . . Capital will be contributed in an aggregate amount of $150 million on the following dates: (i) April 1, 2001, (ii) June 1, 2001 and (iii) August 1, 2001. The amount to be contributed on each funding date will be set forth in the Definitive Documents and will be based on the projected cash needs of AOLA (plus an agreed upon "cushion") as demonstrated by a business plan to be finalized prior to the execution of the Definitive Documents; provided, that the Definitive Documents will provide that notwithstanding the definitive amounts established for 4 each funding date, the Purchasers shall fund such additional amounts as may be needed by AOLA (subject to the aggregate limit of $150 million). On each funding date, (a) AOL, Itau and ODC will each make a capital contribution in an amount equal to their respective pro rata portions of the aggregate amount required to be contributed on such funding date, and (b) in exchange therefor the Company will issue to each such entity the applicable number of shares of the Company's capital stock. Definitive Agreements . . Purchase Agreement among the Company and the Purchasers, amendment to the Stockholders Agreement and the Registration Rights Agreement among the Company, AOL and ODC (to make the newly issued securities subject to that agreement) and amendment to the Registration Rights and Stockholders Agreement between the Company and Itau (to make the newly issued securities subject to that agreement as "Unrestricted Shares", other than Section 10.1(a) and 10.1(b)(i); provided, that the documents will provide that (A) all public sales of the securities will be subject to Section 10.1(e)(ii) and (B) all private sales of the securities will be subject to Section 10.1(e)(iii) and a right of first refusal in favor of AOLA, AOL and ODC). Confidentiality . . . . . The terms of this Term Sheet, the Parties' discussions and their subject matter are confidential and shall be disclosed only to the Parties' employees and outside advisors who have a need to know such confidential information, except as required by law or with the prior written consent of all the Parties hereto. -----END PRIVACY-ENHANCED MESSAGE-----