To: 2MAR$ who wrote (813 ) 6/8/2001 8:23:59 AM From: nolimitz Respond to of 9026 By Pat Maio Of DOW JONES NEWSWIRES (This story was originally published late Thursday.) LOS ANGELES (Dow Jones)Once the merger of NetZero Inc. (NZRO) and Juno Online Services Inc. (JWEB) is completed, the first task for the free Internet providers will be to convert as many of the 7 million subscribers to a billable service. "We will be working hard to convert subscribers to billable," though they have a combined 1 million customers who already pay a fee, said Charles Ardai, Juno's president and chief executive, in a Thursday evening phone interview with Dow Jones Newswires. After the market closed Thursday, the two biggest providers of free Internet access said they will merge in an allstock transaction that is expected to create the second largest Internet company in the United States. The latest figures from the companies in March revealed that Juno had 910,000 customers paying roughly $9.95 a month while NetZero had just over 100,000 in April, according to Ardai. Billable customers get redcarpet treatment on access to dialin numbers, customer service, fewer banner ads on the PC screen, faster dialup connections, and an option to not provide a customer profile, Ardai said. The Juno and NetZero brand names will remain after the merger with Juno taking on efforts to build up the new company's billable business and NetZero the free business, Ardai explained. Under terms of the agreement, NetZero, Westlake Village, Calif., and New Yorkbased Juno will become units of a newly formed company called United Online Inc. At the end of March, the companies had combined cash balances of $209.8 million. Following the merger, which Ardai said could come in the next three to four months, the combined companies would be larger than the online access arms of Microsoft Corp.'s MSN Internet access unit (MSFT), which has 5 million subscribers, Earthlink Inc. (ELNK), with 4.8 million subscribers, and AT&T Corp.'s (T) WorldNet unit, whose numbers are estimated at between 2 million and 3 million. Only AOL Time Warner Inc.'s America Online unit would be larger with 30 million subscribers. NetZero stockholders will own about 61.5% of the outstanding shares in United Online. Juno stockholders will own the rest, Ardai said. The exchange ratio has the effect of Juno shareholders receiving 1.785 shares of NetZero for each Juno share. NetZero Chairman and Chief Executive Mark Goldston will become chairman, president and CEO of the new company, and NetZero Chief Financial Officer Charles Hilliard will become United Online's CFO. Ardai said he will resign from his position following the merger, perhaps consulting on integration issues. The two concerns, which had fought in court against each other on patent infringement issues, had long struggled with ways to turn a profit. Neither was successful, and Ardai declined to say when the two might ever become a moneymaking enterprise. "There will be continued losses by the companies. Neither of the companies are profitable today," he said. For sure, Juno has tried its darndest. Early this year, Juno, announced plans to offer for sale to third parties like scientific researchers supercomputing services by linking up subscribers' computers. Ardai said in the interview that this project is still in an early test phase and could still happen. The supercomputing plan requires participating Juno subscribers to keep their computers turned on so Juno can sell unused time and space on their hard drives to third parties. "If it survives as an attractive piece of the company, we will continue it. But it's something that we will decide when the smoke clears," Ardai said. "We both wanted the merger. We knew each other, we encountered each other in the industry, and clearly this was an attractive way to go," he said. By Pat Maio, Dow Jones Newswires; 3236583776; patrick.maio@dowjones.com (END) DOW JONES NEWS 060801