-----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, BmjWRRUUHeNEaV1D8sK3lkQu5E7ZqJNtG/uXz5WVkd4Rwte2LmJG1Iw0fYPUUcsK mwSpsz3ZtvguqWShs1tH3A== 0001105705-04-000029.txt : 20040820 0001105705-04-000029.hdr.sgml : 20040820 20040820165327 ACCESSION NUMBER: 0001105705-04-000029 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040628 FILED AS OF DATE: 20040820 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Google Inc. CENTRAL INDEX KEY: 0001288776 IRS NUMBER: 770493581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650 623 4000 MAIL ADDRESS: STREET 1: 1600 AMPHITHEATRE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AMERICA ONLINE INC CENTRAL INDEX KEY: 0000883780 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50726 FILM NUMBER: 04989432 BUSINESS ADDRESS: STREET 1: AMERICA ONLINE INC STREET 2: 22000 AOL WAY CITY: DULLES STATE: VA ZIP: 20166 BUSINESS PHONE: 7032651000 MAIL ADDRESS: STREET 1: 22000 AOL WAY CITY: DULLES STATE: VA ZIP: 20166 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TIME WARNER INC CENTRAL INDEX KEY: 0001105705 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50726 FILM NUMBER: 04989433 BUSINESS ADDRESS: STREET 1: ONE TIME WARNER CENTER CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124848000 MAIL ADDRESS: STREET 1: ONE TIME WARNER CENTER CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: AOL TIME WARNER INC DATE OF NAME CHANGE: 20000208 3 1 edgar.xml PRIMARY DOCUMENT X0202 3 2004-06-28 0 0001288776 Google Inc. GOOG 0001105705 TIME WARNER INC ONE TIME WARNER CENTER NEW YORK NY 10019 0 0 1 0 0000883780 AMERICA ONLINE INC 22000 AOL WAY DULLES VA 20166 0 0 1 0 Series D Preferred Stock 0 Class A Common Stock 7437452 I By Subsidiary The Reporting Persons' filing requirement arose as a result of Google Inc.'s registration statement on Form 10 filed under the Securities Exchange Act of 1934 to register its Class A Common Stock and Class B Common Stock, which became effective on June 28, 2004. The determination that the Reporting Persons are 10% shareholders for purposes of reporting under Section 16 of the Securities Exchange Act is based on the number of shares of Series D Preferred Stock held by the Reporting Persons as a percentage of the sum of (a) the number of shares of the Issuer's Class A Common Stock outstanding on May 31, 2004, as reported in the Form 10 (12,314,224 shares), and (b) the number of shares of Class A Common Stock that the Reporting Persons would receive upon conversion of their Series D Preferred Stock, and does not take into consideration the number of shares of any other class of the Issuer's equity securities that are outstanding or that may be issued. Taking into account the Issuer's pending initial public offering pursuant to its registration statement under the Securities Act of 1933 and assuming the exercise of the underwriters' over-allotment option in full, the Reporting Persons will hold 5,081,893 shares of the Issuer's Class B Common Stock, which is convertible into Class A Common Stock, or 1.87% of the aggregate number of shares of the Issuer's Class A Common Stock and Class B Common Stock estimated to be outstanding upon completion of the offering, based on the information contained in the Issuer's prospectus filed with the SEC pursuant to Rule 424(b)(4) on August 19, 2004. Each share of Series D Preferred Stock is convertible at any time at the election of the Reporting Persons and will automatically convert into one share of Class B Common Stock immediately prior to the closing of the Issuer's initial public offering. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the Reporting Persons. See Exhibit 99- Joint Filer Information Brenda C. Karickhoff, Senior Vice President of Time Warner Inc. 2004-08-20 EX-99 2 f04-08jointfilergoogle.htm JOINT FILER INFORMATION 
Exhibit 99



1.  Name and Address of Reporting Person:



      Time Warner Inc.

      One Time Warner Center

      New York, New York  10019



2.  Issuer Name and Ticker or Trading Symbol:



      Google Inc. [GOOG]



3.  Statement for Month/Day/Year

      06/28/2004



This Form 3 is being filed on behalf

of both Time Warner Inc. ("Time Warner")

and America Online, Inc. ("AOL"),

a wholly-owned subsidiary of Time Warner.

The designated filer of this Form 3 is

Time Warner.  AOL's address is

22000 AOL Way, Dulles, Virginia  20166.



America Online, Inc.



/s/  Brenda C. Karickhoff

By:  Brenda C. Karickhoff

Its:  Vice President
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