MOVIEFONE INC 3
3 · MOVIEFONE INC · Filed Feb 11, 1999
Insider Transaction Report
Form 3
No transactions or holdings reported in this filing.
Footnotes (2)
- [1]As an inducement for America Online, Inc. ("AOL") to enter into an Agreement and Plan of Merger (the "Merger Agreement") with MovieFone, Inc. ("MovieFone"), AOL and MovieFone entered in a Stock Option Agreement (the "Option Agreement"), dated as of February 1, 1999, pursuant to which, among other things, MovieFone granted to AOL the option to purchase shares of Class A Common Stock of MovieFone ("MovieFone Class A Common Stock") described in Table II above (the "Option"). Upon the terms and subject to the conditions set forth in the Option Agreement, AOL may exercise the Option, in whole or in part, at any time and from time to time following the occurrence of certain events (each, a "Triggering Event"). In general, Triggering Events include: (i) the termination of the Merger Agreement if (a) the Board of Directors of MovieFone shall have failed to recommend approval and adoption of the Merger Agreement and the Merger by the stockholders of MovieFone, or withdrawn or modified, or proposed to withdraw or modify, in a manner adverse to AOL, its approval or recommendation of the Merger, the Merger Agreement or the transactions contemplated thereby, (2) failed to mail the Proxy Statement to MovieFone's stockholders within a reasonable period of time after the Proxy Statement shall be available for mailing or failed to include therein such approval and recommendation (including the recommendation that the stockholders of MovieFone vote in favor of the Merger); (3) made any recommendation with respect to any Acquisition Proposal other than a recommendation to reject such Acquisition Proposal, (4) upon a request by AOL, failed to reaffirm any such approval or recommendation, (5) taken any action prohibited by Section 4.2 ("Solicitation of Other Proposals") of the Merger Agreement, (6) entered into a definitive or binding agreement with respect to a Superior Proposal, (7) breached the Option Agreement in any material respect or (8) resolved or announced its intention to do any of the foregoing; or (b) a third party acquires 33% or more of outstanding shares of capital stock or other equity interests of MovieFone or any Material Subsidiary; and (ii) termination of the Merger Agreement if, at MovieFone's Stockholders' Meeting (including any adjournment or postponement thereof), the requisite vote of the stockholders of MovieFone shall not have been obtained and either (a) at the time of such termination or prior to the MovieFone Stockholders' Meeting there shall have been an Acquisition Proposal (whether or not such Acquisition Proposal or any inquiry, announcement or agreement relating to such Acquisition Proposal shall have been rejected or shall have been withdrawn prior to the time of such termination or of the MovieFone Stockholders' Meeting) or (b) MovieFone shall have entered into a binding agreement in connection with an Acquisition Proposal within twelve (12) months following termination of the Merger Agreement. above) a Triggering Event, (iii) the date eighteen (18) months after termination of the Merger Agreement under circumstances whereby the Option is not immediately, but is potentially (upon the occurrence of certain subsequent events as described in clause (ii)(b) of note (1) above), exercisable, provided that no Triggering Event has occurred. /s/ J. Michael Kelly February 11, 1999 **
- [2]The Option expires on the date which is one year from the occurrence of any Triggering Event if AOL does not provide written notice of exercise of the Option. In addition, the Option will terminate at the earliest of (i) the completion of the Merger, (ii) the termination of the Merger Agreement other than under circumstances which constitute, or potentially constitute (upon the occurrence of certain subsequent events as described in clause (ii)(b) of note