To: yard_man who wrote (9704 ) 4/30/1998 6:33:00 PM From: Kerry Phineas Respond to of 13594
<<What's going to wise the thick-headed fools up? >> Umm, you got me. You'd think all these blow-off tops would be a sign that we're close, but I'm sure AOL has a million ways to stave off anything that would be a shocker to the stock. ie I'd doubt AOL would have a good fundamentall trigger to send the stock down. For instance, what does this mean to you? On January 31, 1998, the Company consummated a Purchase and Sale Agreement (the "Purchase and Sale") by and among the Company, ANS Communications, Inc. ("ANS"), a then wholly-owned subsidiary of the Company, and WorldCom, Inc. ("WorldCom") pursuant to which the Company transferred to WorldCom all of the issued and outstanding capital stock of ANS in exchange for $175 million ($162 million in cash after purchase price adjustments made at closing), and the online services business of Compuserve Corporation, which was acquired by WorldCom shortly before the consummation of the Purchase and Sale. Immediately after the consummation of the Purchase and Sale the Company's European partner, Bertelsmann AG, paid $75 million to the Company for a 50% interest in a newly created joint venture to operate the CompuServe European online service. Each company invested an additional $25 million in cash in this joint venture. The Company generated approximately $212 million in cash as a result of the aforementioned transactions. Concurrently with the Purchase and Sale the Company also entered into a five year network services agreement with WorldCom which provides the Company with significantly expanded network capacity for the Company's online service at favorable prices, comparable to those expected to be paid as a network owner/operator. In connection with these transactions, the Company expects to realize a gain of $350 million to $400 million, which will be recognized on a straight-line basis as a reduction of cost of revenues over the five-year term of the network services agreement with WorldCom.