UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __ )*
Google Inc.
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(Name of Issuer)
Class A Common Stock, par value $0.001 per share
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(Title of Class of Securities)
38259P508
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(CUSIP Number)
August 18, 2004
----------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
*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 the
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 ("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).
SCHEDULE 13G
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CUSIP No. 38259P508 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
Time Warner Inc.
13-4099534
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a|_|
b|_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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5 SOLE VOTING POWER 0
NUMBER OF
SHARES -----------------------------------------------------------
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER 5,081,893 (1)
EACH
REPORTING -----------------------------------------------------------
PERSON
WITH 7 SOLE DISPOSITIVE POWER 0
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8 SHARED DISPOSITIVE POWER 5,081,893 (1)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,081,893 (1)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.1% (1)
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12 TYPE OF REPORTING PERSON HC
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(1) Calculated pursuant to Rule 13d-3(d). The percentage is based on the
number of shares of Class A Common Stock of Google Inc. ("Google") outstanding
at October 31, 2004 as reported in Google's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2004. The Reporting Persons are deemed to
beneficially own 5,081,893 shares of Google Class A Common Stock based on
ownership of 5,081,893 shares of Google Class B Common Stock. 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.
SCHEDULE 13G
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CUSIP No. 38259P508 Page 3 of 8 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
America Online, Inc.
54-1322110
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a|_|
b|_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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5 SOLE VOTING POWER 0
NUMBER OF --------------------------------------------------------
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 5,081,893 (1)
OWNED BY
EACH --------------------------------------------------------
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER 0
WITH
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER 5,081,893 (1)
================================================================================
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,081,893 (1)
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.1% (1)
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12 TYPE OF REPORTING PERSON CO
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(1) Calculated pursuant to Rule 13d-3(d). The percentage is based on the
number of shares of Class A Common Stock of Google Inc. ("Google") outstanding
at October 31, 2004 as reported in Google's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2004. The Reporting Persons are deemed to
beneficially own 5,081,893 shares of Google Class A Common Stock based on
ownership of 5,081,893 shares of Google Class B Common Stock. 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.
CUSIP No. 38259P508 Page 4 of 8 Pages
Item 1(a) Name of Issuer
Google Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
1600 Amphitheatre Parkway, Mountain View, CA 94043
Item 2(a) Name of Person Filing:
Time Warner Inc.
Item 2(b) Address of Principal Business Office or, if none, Residence:
One Time Warner Center, New York, NY 10019
Item 2(c) Citizenship:
Delaware
Item 2(d) Title of Class of Securities:
Class A Common Stock, par value $0.001 per share
Item 2(e) CUSIP Number:
38259P508
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
or (c), check whether the person filing is a:
(a) |_| Broker or dealer registered under Section 15 of the Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Act.
(c) |_| Insurance company as defined in Section 3(a)(19) of the Act.
(d) |_| Investment company registered under Section 8 of the
Investment Company Act of 1940.
(e) |_| An investment adviser in accordance with Rule 13d-1(b)(1)
(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) |_| A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940;
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
CUSIP No. 38259P508 Page 5 of 8 Pages
Item 4. Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned:
5,081,893 (1)
(b) Percent of Class:
8.1%(1)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 0
(ii) Shared power to vote or to direct the vote 5,081,893 (1)
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition
of 5,081,893 (1)
(1) Calculated pursuant to Rule 13d-3(d). The percentage is based on the
number of shares of Class A Common Stock of Google Inc. ("Google") outstanding
at October 31, 2004 as reported in Google's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2004. The Reporting Persons are deemed to
beneficially own 5,081,893 shares of Google Class A Common Stock based on
ownership of 5,081,893 shares of Google Class B Common Stock. 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.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Except as otherwise disclosed in periodic public filings with the
Securities and Exchange Commission, no other person is known to
have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such
securities.
Item 7. Identification and Classification of the Subsidiary Which
Acquired theSecurity Being Reported on by the Parent Holding
Company.
America Online, Inc. - CO
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
CUSIP No. 38259P508 Page 6 of 8 Pages
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
CUSIP No. 38259P508 Page 7 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 3, 2005
Time Warner Inc.
/s/ Wayne H. Pace
--------------------------------
(Signature)
Wayne H. Pace
Executive Vice President and
Chief Financial Officer
--------------------------------
(Name/Title)
America Online, Inc.
/s/ Thomas R. Colan
--------------------------------
(Signature)
Thomas R. Colan
Senior Vice President, Controller
and Treasurer
---------------------------------
(Name/Title)
CUSIP No. 38259P508 Page 8 of 8 Pages
EXHIBIT NO. 1
JOINT FILING AGREEMENT
Time Warner Inc., a Delaware corporation, and America Online, Inc., a
Delaware corporation, each hereby agrees, in accordance with Rule 13d-1(k) under
the Securities Exchange Act of 1934, that the Schedule 13G filed herewith, and
any amendments thereto, relating to the shares of Class A common stock, par
value $0.001, of Google Inc. is, and will be, jointly filed on behalf of each
such person and further agree that this Joint Filing Agreement be included as an
Exhibit to such joint filings. In evidence thereof, the undersigned hereby
execute this Agreement as of the date set forth below.
Dated: February 3, 2005
TIME WARNER INC.
By: /s/ Wayne H. Pace
----------------------------------------
Name: Wayne H. Pace
Title: Executive Vice President
and Chief Financial Officer
AMERICA ONLINE, INC.
By: /s/ Thomas R. Colan
----------------------------------------
Name: Thomas R. Colan
Title: Senior Vice President, Controller
and Treasurer