SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No.1)[FN]
The Knot, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
499184 10 9
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(CUSIP Number)
January 11, 2001
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(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)
[X] Rule 13d-1(c)
[ ] 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 in 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 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).
CUSIP No. 499184 10 9 13G Page of 7
1. NAMES OF REPORTING PERSONS AOL Time Warner Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 13-4099534
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 1,166,667
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8. SHARED DISPOSITIVE POWER
WITH 1,166,667
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,166,667
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4%
12. TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 499184 10 9 13G Page of 7
1. NAMES OF REPORTING PERSONS America Online, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 54-1322110
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 1,166,667
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8. SHARED DISPOSITIVE POWER
WITH 1,166,667
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,166,667
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 499184 10 9 13G Page of 7
This amendment to the Statement is being filed solely to reflect the
combination on January 11, 2001 of America Online, Inc. ("American Online") and
Time Warner Inc. ("Time Warner"), in connection with which (1) each of America
Online and Time Warner became a direct wholly owned subsidiary of AOL Time
Warner Inc. ("AOL Time Warner") and (2) AOL Time Warner became the ultimate
beneficial owner of the securities included in this filing held of record by
America Online.
Item 1(a). Name of Issuer:
The Knot, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
462 Broadway
6th Floor
New York, NY 10013
Item 2(a). Name of Person Filing:
AOL Time Warner Inc. and America Online, Inc.
Item 2(b). Address of Principal Business Office or, if None,
Residence:
75 Rockefeller Plaza
New York, NY 10019
Item 2(c). Citizenship:
AOL Time Warner Inc. and America Online, Inc. were
organized and exist under the laws of the State of
Delaware
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e). CUSIP Number:
499184 10 9
Item 3. If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), check whether the person
filing is a:
CUSIP No. 499184 10 9 13G Page of 7
(a) [ ] Broker or dealer registered under
Section 15 of the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of
the Exchange Act.
(c) [ ] Insurance company as defined in Section
3(a)(19) of the Exchange Act.
(d) [ ] Investment company registered under
Section 8 of the Investment Company Act.
(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.
(j) [ ] Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule
13d-1(c), check this box. [X]
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: 1,166,667*
(b) Percent of class: 7.4%
(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 1,166,667
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 1,166,667
CUSIP No. 499184 10 9 13G Page of 7
Instruction. For computations regarding securities which represent a right
to acquire an underlying security, see Rule 13d-3(d)(1).
________
*The Reporting Persons beneficially own 1,166,667 shares of Common Stock of
the Issuer, representing 800,000 shares of Common Stock and 366,667 shares
issuable upon the exercise of presently exercisable warrants, or warrants
exercisable within 60 days.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ].
Instruction. Dissolution of a group requires a response to this item.
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 the Security Being Reported on by the Parent
Holding Company.
America Online, Inc. (a direct wholly owned subsidiary of AOL Time Warner
Inc.) - CO - 1,166,667 shares.
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
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. 499184 10 9 13G Page of 7
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: January 22, 2001
AOL Time Warner Inc.
/S/ j. Michael Kelly
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(Signature)
J. Michael Kelly, Executive Vice President
and Chief Financial Officer
__________________________________________
(Name/Title)
America Online, Inc.
/s/ Randall Boe
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(Signature)
Randall Boe, Senior Vice President,
General Counsel and Secretary
___________________________________________
(Name/Title)
CUSIP No. 499184 10 9 13G
Exhibit 1
JOINT FILING AGREEMENT
AOL 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 common stock,
par value $0.01, of The Knot, 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: January 22, 2001
AOL TIME WARNER INC.
By: /s/ J. Michael Kelly
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Name: J. Michael Kelly
Title: Executive Vice President and Chief
Financial Officer
AMERICA ONLINE, INC.
By: /s/ Randall Boe
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Name: Randall Boe
Title: Senior Vice President, General Counsel
and Secretary