<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
EXCITE, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
300904109
---------
(CUSIP Number)
THOMAS A. JERMOLUK, CHIEF EXECUTIVE OFFICER
-------------------------------------------
AT HOME CORPORATION
-------------------
425 BROADWAY STREET
-------------------
REDWOOD CITY, CALIFORNIA 94063
-------------------------------
(415) 569-5000
--------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
JANUARY 19, 1999
----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
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).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 300904109 Page 2 of 10 Pages
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<TABLE>
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
At Home Corporation I.R.S. Identification No.: 77-0408542
- ----------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
N/A
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3 SEC USE ONLY
- ----------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC, 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
N/A
- ----------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF DELAWARE
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7 SOLE VOTING POWER
10,482,698 (1)
NUMBER OF -----------------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 9,155,487 (2)
OWNED BY -----------------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,482,698 (1)
PERSON -----------------------------------------------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
N/A
- ----------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,638,185 (1) (2)
- ----------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
- ----------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.3%
- ----------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) In the event the Option (discussed in Items 3 and 4 below)
becomes exercisable and is exercised in full, At Home will have sole voting
power with respect to that number of shares equal to 19.9% of the then
outstanding shares of Common Stock of Excite, which, based upon the
52,676,876 shares of Excite Common Stock outstanding as of January 19, 1999
(as represented by Excite in the Merger Agreement discussed in Items 3 and
4) currently equals 10,482,698 shares of Excite Common Stock. Prior to the
exercise of the Option, At Home is not entitled to any rights as a
stockholder of Excite as to the shares of Excite Common Stock covered by
the Option. The Option may only be exercised upon the happening of certain
events referred to in Item 4, none of which has occurred as of the date
hereof. At Home expressly disclaims beneficial ownership of any of the
shares of Excite Common Stock which are purchaseable by At Home upon
exercise of the Option until such time as At Home purchases any such shares
of Excite Common Stock upon any such exercise.
(2) 9,155,487 shares of Excite Common Stock are subject to Voting
Agreements entered into by At Home and certain stockholders of Excite
(discussed in Items 3 and 4 below). At Home expressly disclaims beneficial
ownership of any of the shares of Excite Common Stock covered by the Voting
Agreements. Based on the number of shares of Excite Common Stock
outstanding as of January 19, 1999 (as represented by Excite in the Merger
Agreement discussed in Items 3 and 4), the number of shares of Excite
Common Stock indicated represents approximately 17.4% of the outstanding
Excite Common Stock, excluding the shares of outstanding shares of Excite
Common Stock issuable upon exercise of the Option.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 300904109 Page 3 of 10 Pages
- ------------------- ------------------
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Statement") relates to the
Common Stock of Excite, Inc., a Delaware corporation ("Excite" or
"Issuer"). The principal executive offices of Excite are located at
555 Broadway, Redwood City, California 94063.
ITEM 2. IDENTITY AND BACKGROUND.
The name of the corporation filing this statement is At Home
Corporation, a Delaware corporation ("At Home"). At Home is the
leading provider of broadband Internet services over the cable
television infrastructure to consumers. The address of At Home's
principal business is 425 Broadway Street, Redwood City, California
94063. The address of At Home's executive offices is the same as the
address of its principal business.
Tele-Communications, Inc. ("TCI"), through its wholly owned
subsidiary, TCI Internet Holdings, Inc. ("TCIIH") may be deemed to be
a controlling stockholder of At Home. TCI's principal business
address and the address of its executive offices is Terrace Tower II,
5619 DTC Parkway, Englewood, CO 80111. TCI, through its subsidiaries
and affiliates, is principally engaged in the construction,
acquisition, ownership, and operation of cable television systems and
the provision of satellite-delivered video entertainment, information
and home shopping programming services to various video distribution
media, principally cable television systems. TCI also has investments
in cable and telecommunications operations and television programming
in certain international markets as well as investments in companies
and joint ventures involved in developing and providing programming
for new television and telecommunications technologies. TCI is a
corporation formed under the laws of the state of Delaware.
Information in this statement with respect to TCI, TCIIH and the
directors and executive officers of TCI has been provided to At Home
by representatives of TCI and disclosures regarding such entities and
individuals in this Statement are based on communications with such
representatives (except that those directors and executive officers of
TCI who are also directors of At Home have responded as directors of
At Home directly to At Home).
Set forth on Schedule A is the name, and present principal occupation
or employment, and the name, principal business and address of any
corporation or other organization in which such employment is
conducted, of each of the directors and executive officers of At Home
and TCI, as of the date hereof.
Neither At Home, nor to At Home's knowledge, any person named on
Schedule A hereto is required to disclose legal proceedings pursuant
to Items 2(d) or 2(e). To At Home's knowledge, except for James Shaw
who is a citizen of Canada and John L. O'Farrell who is a citizen of
Ireland, each of the individuals identified on Schedule A is a
citizen of the United States.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 300904109 Page 4 of 10 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to an Agreement and Plan of Reorganization dated as of
January 19, 1999 (the "Merger Agreement"), among At Home, Countdown
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary
of At Home ("Merger Sub") and Excite, and subject to the conditions
set forth therein (including approval by stockholders of At Home and
Excite), Merger Sub will merge with and into Excite and Excite will
become a wholly-owned subsidiary of At Home (such events constituting
the "Merger"). Once the Merger is consummated, Merger Sub will cease
to exist as a corporation and all of the business, assets, liabilities
and obligations of Merger Sub will be merged into Excite with Excite
remaining as the surviving corporation (the "Surviving Corporation").
As a result of the Merger, each outstanding share of Excite Common
Stock, other than shares owned by Merger Sub, At Home or any wholly-
owned subsidiary of At Home, will be converted into the right to
receive 1.041902 shares (the "Exchange Ratio") of At Home Series A
Common Stock, and each outstanding option to purchase Excite Common
Stock under Excite's stock option plans (each, an "Excite Common Stock
Option") will be assumed by At Home (each, an "Assumed Option") and
certain outstanding warrants to purchase Excite Common Stock and
certain promissory notes convertible into Excite Common Stock (each,
an "Excite Convertible Security") will be assumed by At Home (each, an
"Assumed Convertible Security"). Each Assumed Option and each Assumed
Convertible Security will become an option or warrant to purchase, or
promissory note convertible into, that number of shares of At Home
Series A Common Stock as is equal (subject to rounding) to the number
of shares of Excite Common Stock that was subject to such option,
warrant or convertible promissory note, as the case may be,
immediately prior to the Merger, multiplied by the Exchange Ratio. The
exercise price of each Assumed Option and each Assumed Convertible
Security will be equal to the quotient determined by dividing the
exercise price per share of Excite Common Stock at which such Excite
Common Stock Option and each Excite Convertible Security was
exercisable immediately prior to the effective time of the Merger by
the Exchange Ratio, rounded up to the nearest whole cent.
As an inducement to At Home to enter into the Merger Agreement, At
Home and Excite entered into a Stock Option Agreement dated as of
January 19, 1999 (the "Stock Option Agreement") pursuant to which
Excite granted At Home the right (the "Option"), under certain
conditions, to acquire up to the number of shares of Excite Common
Stock sufficient to give At Home ownership of 19.9% of Excite's
outstanding Common Stock. Excite's obligation to issue shares
pursuant to the exercise of the Option is subject to the occurrence of
certain events (discussed in Item 4 below), which may not occur. The
granting of the Option was negotiated as a material term of the entire
Merger transaction. At Home did not pay additional consideration to
Excite in connection with Excite entering into the Stock
<PAGE>
SCHEDULE 13D
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CUSIP NO. 300904109 Page 5 of 10 Pages
- ------------------- ------------------
Option Agreement and granting the Option. In the event the Option
becomes exercisable, At Home anticipates it will use working capital
for any exercise of the Option.
As a further inducement for At Home to enter into the Merger Agreement
and in consideration thereof, certain stockholders of Excite (the
"Stockholders") entered into a Company Voting Agreement (as such term
is defined in the Merger Agreement), dated as of January 19, 1999 with
At Home (collectively, the "Voting Agreements") whereby the
Stockholders agreed, severally and not jointly, to vote all of the
shares of Excite Common Stock beneficially owned by them in favor of
approval and adoption of the Merger Agreement and approval of the
Merger and certain related matters. At Home did not pay additional
consideration to any Stockholder in connection with the execution and
delivery of the Voting Agreements.
References to, and descriptions of, the Merger, the Merger Agreement,
the Stock Option Agreement and the Voting Agreements as set forth
herein are qualified in their entirety by reference to the copies of
the Merger Agreement, the Stock Option Agreement and the Voting
Agreement, respectively, included as Exhibits 1, 2 and 3,
respectively, to this Schedule 13D, and are incorporated herein in
their entirety where such references and descriptions appear.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (b) As described in Item 3 above, this statement relates to the
Merger of Merger Sub, a wholly-owned subsidiary of At Home, with and
into Excite in a statutory merger pursuant to the Delaware General
Corporation Law. At the effective time of the Merger, the separate
existence of Merger Sub will cease and Excite will continue as the
Surviving Corporation and as a wholly-owned subsidiary of At Home.
Each holder of outstanding Excite Common Stock will receive, in
exchange for each share of Excite Common Stock held by such holder,
1.041902 shares of At Home Common Stock. At Home will assume each
Excite Common Stock Option and each Excite Convertible Security.
Each of the Stockholders has, by executing a Voting Agreement, agreed
to vote such portion of the 9,155,487 shares, collectively, of Excite
Common Stock (the "Shares") beneficially owned by them as described
below. The Stockholders and the number of outstanding shares
beneficially owned by each of them as of January 19, 1999, is set
forth in Schedule B hereto which is hereby incorporated by this
reference.
Pursuant to the Voting Agreements, the Stockholders have agreed, at
every Excite stockholders meeting and on every action or approval by
written consent in lieu of such meeting, to cause the Shares to be
voted (i) in favor of adoption and approval of the Merger Agreement
and approval of the Merger and (ii) against approval of (a) any
proposal made in
<PAGE>
SCHEDULE 13D
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CUSIP NO. 300904109 Page 6 of 10 Pages
- ------------------- ------------------
opposition to or in competition with consummation of the Merger, (b)
any merger, consolidation, sale of assets, reorganization or
recapitalization with any party other than At Home or its affiliates
or (c) any liquidation or winding up of Excite. The Stockholders may
vote the Shares on all other matters. The Voting Agreements terminate
upon the earlier to occur of (i) September 30, 1999, (ii) such date
and time as the Merger shall become effective in accordance with the
terms and provisions of the Merger Agreement, (iii) such date and time
as the Merger Agreement shall have been terminated pursuant to Article
VII thereof, (iv) the first meeting of Excite's stockholders at which
the Merger is considered and not approved or (v) any breach by a party
other than Excite of the Parent Voting Agreement dated as of January
19, 1999 among Excite and TCIIH.
Pursuant to the Stock Option Agreement Excite granted At Home the
Option, under certain conditions, to acquire up to the number of
shares of Excite Common Stock sufficient to give At Home ownership of
19.9% of Excite's outstanding Common Stock. Excite's obligation to
issue shares pursuant to the exercise of the Stock Option is subject
to the occurrence of certain events (each, an "Exercise Event"), which
may not occur. In general, an Exercise Event may be deemed to occur:
(a) if (i) the Board of Directors of Excite or any committee thereof
shall for any reason have withdrawn or shall have amended or modified
in a manner adverse to At Home its unanimous recommendation in favor
of, the adoption and approval of the Merger Agreement or the approval
of the Merger; (ii) Excite shall have failed to include in the
Prospectus/Proxy Statement the unanimous recommendation of the Board
of Directors of Excite in favor of the adoption and approval of the
Merger Agreement and the approval of the Merger; (iii) the Board of
Directors of Excite fails to reaffirm its unanimous recommendation in
favor of the adoption and approval of the Merger Agreement and the
approval of the Merger within ten (10) days after At Home requests in
writing that such recommendation be reaffirmed; (iv) the Board of
Directors of Excite or any committee thereof shall have approved or
recommended any Acquisition Proposal (as defined in the Merger
Agreement); or (v) a tender or exchange offer relating to securities
of Excite shall have been commenced by a Person (as defined in the
Merger Agreement) unaffiliated with At Home and Excite shall not have
sent to its securityholders pursuant to Rule 14e-2 promulgated under
the Securities Act of 1933, as amended, within ten (10) business days
after such tender or exchange offer is first published, sent or given,
a statement disclosing that Excite recommends rejection of such tender
or exchange offer; (b) upon the public announcement of an Option
Acquisition Proposal (as defined in the Stock Option Agreement); or
(c) upon the commencement of a solicitation within the meaning of Rule
14a-1(l) by any person or entity other than Excite or its Board of
Directors (or any person or entity acting on behalf of Excite or
its Board of Directors) seeking to alter the composition of the
Excite's Board of Directors.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 300904109 Page 7 of 10 Pages
- ------------------- ------------------
The purpose of the transactions under the Voting Agreements and the
Stock Option Agreement are to enable At Home and Excite to consummate
the transactions contemplated under the Merger Agreement.
(c) Not applicable.
(d) It is anticipated that upon consummation of the Merger, the
directors of the Surviving Corporation shall be the current directors
of Merger Sub. It is anticipated that the initial officers of the
Surviving Corporation shall be the officers of Merger Sub, until their
respective successors are duly elected or appointed and qualified.
(e) Other than as a result of the Merger described in Item 3 above,
not applicable.
(f) Not applicable.
(g) Upon consummation of the Merger, the Certificate of Incorporation
of Merger Sub, as in effect immediately prior to the Merger, shall be
the Certificate of Incorporation of the Surviving Corporation until
thereafter amended as provided by Delaware Law and such Certificate of
Incorporation. Upon consummation of the Merger, the Bylaws of Merger
Sub, as in effect immediately prior to the Merger, shall be the Bylaws
of the Surviving Corporation until thereafter amended.
(h) - (i) If the Merger is consummated as planned, the Excite Common
Stock will be deregistered under the Act and delisted from The Nasdaq
National Market.
(j) Other than described above, At Home currently has no plan or
proposals which relate to, or may result in, any of the matters listed
in Items 4(a) - (j) of Schedule 13D (although At Home reserves the
right to develop such plans).
References to, and descriptions of, the Merger Agreement, the Stock
Option Agreement and the Voting Agreements as set forth above in this
Item 4 are qualified in their entirety by reference to the copies of
the Merger Agreement, the Stock Option Agreement and the Voting
Agreement, respectively, included as Exhibits 1, 2 and 3,
respectively, to this Schedule 13D, and are incorporated in this Item
4 in their entirety where such references and descriptions appear.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 300904109 Page 8 of 10 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) As a result of the Voting Agreements, At Home may be deemed
to be the beneficial owner of at least 9,155,487 shares of Excite
Common Stock. Such Excite Common Stock constitutes approximately 17.4%
of the issued and outstanding shares of Excite Common Stock based on
the number of shares of Excite Common Stock outstanding as of January
19, 1999 (as represented by Excite in the Merger Agreement discussed
in Items 3 and 4). At Home may be deemed to have the shared power to
vote the Shares with respect to those matters described above.
However, At Home (i) is not entitled to any rights as a stockholder of
Excite as to the Shares and (ii) disclaims any beneficial ownership of
the shares of Excite Common Stock which are covered by the Voting
Agreements.
In the event the Stock Option becomes exercisable and is exercised in
full, At Home will have the sole power to vote, and the sole power to
dispose of, that number of shares equal to 19.9% of the then
outstanding shares of Excite Common Stock, which, based upon the
52,676,876 shares of Excite Common Stock outstanding as of January 19,
1999, currently equals 10,482,698 shares of Excite Common Stock.
To the knowledge of At Home, the following persons listed on Schedule
A have ownership interests in Excite:
(i) William R. Hearst III, Vice Chairman of At Home, owns 81,263
shares of Excite Common Stock, and is a general partner of
Kleiner Perkins Caufield & Byers VII ("KPCB VII"), which owns
1,395,548 shares of Excite Common Stock.
(ii) L. John Doerr, a director of At Home, owns 92,809 shares of
Excite Common Stock, may be deemed to be a beneficial owner of
39,307 shares of Excite Common Stock held by The Children of LJD
III Trust, may be deemed to be a beneficial owner of 2,210 shares
of Excite Common Stock held by the LJD Trust VII, and is a
general partner of KPCB VII, which owns 1,395,548 shares of
Excite Common Stock.
(iii) Bruce Ravenel, a director of At Home, owns 398 shares of
Excite Common Stock.
(iv) Larry Romrell, a director of At Home, owns 798 shares of
Excite Common Stock.
(v) Adam Grosser, an executive officer of At Home, owns 1,000
shares of Excite Common Stock.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 300904109 Page 9 of 10 Pages
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(c) To the knowledge of At Home, no transactions in the class of
securities reported have been effected during the past sixty days by
any person named pursuant to Item 2.
(d) Certain persons not named pursuant to Item 2 may have the right
to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the securities described in clauses (i)
through (v) in Item 5(a)-(b) above. To the knowledge of At Home,
except as described in the foregoing sentence, no other person has
the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the securities of Excite.
(e) N/A.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than the Merger Agreement and the exhibits thereto, including
the Voting Agreements and the Stock Option Agreement, to the knowledge
of At Home, there are no contracts, arrangements, understandings or
relationships among the persons named in Item 2 (including, based on
information provided by representatives of TCI, TCI, TCIIH and TCI's
directors and executive officers) and between such persons and any
person with respect to any securities of Excite, including but not
limited to transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangement, puts or calls, guarantees
of profits, division of profits or loss, or the giving or withholding
of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits:
1. Agreement and Plan of Reorganization, dated January 19, 1999 by
and among At Home, Merger Sub and Excite. (incorporated by
reference to exhibits to the Report on Form 8-K filed by Excite,
Inc. on January 20, 1999 (File No. 000-28064).
2. Form of Voting Agreement, dated January 19, 1999, between At Home
and certain stockholders of Excite.
3. Stock Option Agreement dated January 19, 1999 by and between At
Home and Excite. (incorporated by reference to exhibits to the
Report on Form 8-K filed by Excite, Inc. on January 20, 1999 (File
No. 000-28064).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 300904109 Page 10 of 10 Pages
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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.
Dated: January 29, 1999
AT HOME CORPORATION
By: /s/ David G. Pine
--------------------------------
David G. Pine
Vice President, General Counsel and
Secretary
<PAGE>
Schedule A
----------
DIRECTORS AND EXECUTIVE OFFICERS OF
AT HOME CORPORATION
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of At
Home. Except as indicated below, the business address of each such person is
425 Broadway Street, Redwood City, CA 94063.
<TABLE>
<CAPTION>
Name and Title Present Principal Occupation
- -------------- ----------------------------
<S> <C>
Thomas Jermoluk Chairman of the Board of Directors, President
Chairman of the Board of Directors, President and Chief Executive Officer of At Home
and Chief Executive Officer
David P. Bagshaw Senior Vice President, @Media Group of At
Senior Vice President, @Media Group Home
Leilani T. Gayles Vice President, Human Resources of At Home
Vice President, Human Resources
Dean A. Gilbert Senior Vice President and General Manager,
Senior Vice President and General Manager, @Home of At Home
@Home
Kenneth A. Goldman Senior Vice President and Chief Financial Officer
Senior Vice President and Chief Financial Officer of At Home
Adam Grosser Vice President, Product Development of At Home
Vice President, Product Development
Donald P. Hutchison Senior Vice President and General Manager,
Senior Vice President and General Manager, @Work of At Home
@Work
Milo S. Medin Senior Vice President and Chief Technology
Senior Vice President and Chief Technology Officer of At Home
Officer
John L. O'Farrell Senior Vice President, International of At Home
Senior Vice President, International
David G. Pine Vice President, General Counsel and Secretary of
Vice President, General Counsel and Secretary At Home
Robert E. Tomasi, Jr. Senior Vice President, Operations of At Home
Senior Vice President, Operations
William R. Hearst III General Partner
Vice Chairman Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and Title Present Principal Occupation
- -------------- ----------------------------
<S> <C>
L. John Doerr General Partner
Director Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
Leo J. Hindery, Jr. President and Chief Operating Officer
Director Tele-Communications, Inc.
5619 DTC Parkway
Englewood, CO 80110
John C. Malone Chairman and Chief Executive Officer
Director Tele-Communications, Inc.
5619 DTC Parkway
Englewood, CO 80110
Bruce W. Ravenel Executive Vice President and Chief Technology Officer
Director Liberty Interactive, Inc.
5619 DTC Parkway
Englewood, CO 80111
Brian L. Roberts President
Director Comcast Corporation
1500 Market Street, 35th Floor
Philadelphia, PA 19102
Larry E. Romrell Executive Vice President
Director Tele-Communications, Inc.
5619 DTC Parkway
Englewood, CO 80111
James R. Shaw, Jr. President and Chief Executive Officer
Director Shaw Communications Inc.
Suite 400
630 3rd Avenue SW
Calgary, Alberta
T2P 4LS Canada
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and Title Present Principal Occupation
- -------------- ----------------------------
<S> <C>
David M. Woodrow Senior Vice President, New Business
Director Development
Cox Communications, Inc.
1400 Lake Hearn Drive
Atlanta, GA 30319
</TABLE>
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF
TELE-COMMUNICATIONS, INC.
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of
TCI. Except as indicated below, the business address of each such person is
5619 DTC Parkway, Englewood, CO 80111. (The following is based on information
provided to At Home by representatives of TCI.)
<TABLE>
<CAPTION>
Name and Title Present Principal Occupation
- -------------- ----------------------------
<S> <C>
John C. Malone Chairman of the Board of Directors, Chief
Chairman of the Board of Directors, Chief Executive Officer and Director of TCI
Executive Officer and Director
Leo J. Hindery, Jr. President, Chief Operating Officer and
President, Chief Operating Officer and Director of TCI
Director
Donne F. Fisher Consultant and Director of TCI
Consultant and Director
John W. Gallivan Director of Kearns-Tribune
Director Corporation
400 Tribune Building
Salt Lake City, UT 84111
Kim Magness Management of personal investments
Director 4000 E. Belleview
Englewood, CO 80111
Paul A. Gould Managing Director and Executive Vice President
Director Allen & Company, Incorporated
711 Fifth Avenue
New York, NY 10022
Robert A. Naify President and Chief Executive Officer
Director Todd-AO Corporation
172 Golden Gate Avenue
San Francisco, CA 94102
Jerome H. Kern Vice-Chairman of the Board of
Vice-Chairman of the Board of Directors and Director Directors and Director of TCI
Consultant and Director of TCI
J.C. Sparkman Consultant and Director of TCI
Consultant and Director
Stephen M. Brett Executive Vice President, Secretary and General
Executive Vice President, Secretary and General Counsel of TCI
Counsel
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and Title Present Principal Occupation
- -------------- ----------------------------
<S> <C>
Larry E. Romrell Executive Vice President of TCI
Executive Vice President
Bernard W. Schotters, II Senior Vice President and Treasurer of TCI
Senior Vice President and Treasurer
Robert R. Bennett Executive Vice President of TCI
Executive Vice President
Gary S. Howard Executive Vice President of TCI
Executive Vice President
</TABLE>
<PAGE>
Schedule B
----------
<TABLE>
<CAPTION>
Stockholder Shares Beneficially Owned
- ----------- -------------------------
<S> <C>
George Bell(a) 373,295
Intuit Inc. 5,800,000
Vinod Khosla
Kleiner Perkins Caufield & Byers VII 1,395,548
Geoffrey Yang
Institutional Venture Partners(b) 1,586,644
---------
Total: 9,155,487
</TABLE>
(a) Represents 25,789 shares of outstanding Excite Common Stock and 347,505
shares subject to options exercisable within 60 days of January 19, 1999.
(b) Represents 31,728 shares of Excite Common Stock held of record by
Institutional Venture Management VI, 1,491,444 shares of Excite Common Stock
held or record by Institutional Venture Partners VI ("IVP"), and 63,472 shares
of Excite Common Stock held of record by IVP Founders Fund, L.P.
<PAGE>
EXHIBIT 2
COMPANY VOTING AGREEMENT
This Company Voting Agreement ("Agreement") is made and entered into as of
January 19, 1999, between At Home Corporation, a Delaware corporation
("Parent"), and the undersigned stockholder ("Stockholder") of Excite, Inc., a
Delaware corporation (the "Company").
RECITALS
A. Concurrently with the execution of this Agreement, Parent, the Company
and Countdown Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of Parent ("Merger Sub"), are entering into an Agreement and Plan of
Reorganization, dated as of January 19, 1999 (the "Merger Agreement") which
provides for the merger (the "Merger") of Merger Sub with and into the Company.
Pursuant to the Merger, shares of capital stock of the Company will be converted
into Series A Common Stock of Parent on the basis described in the Merger
Agreement. Capitalized terms used but not defined herein shall have the meanings
set forth in the Merger Agreement.
B. Stockholder is the record holder of such number of outstanding shares
of Company Common Stock as is indicated on the final page of this Agreement.
C. As a material inducement to enter into the Merger Agreement, Parent
desires Stockholder to agree, and Stockholder is willing to agree, to vote the
Shares (as defined below), and such other shares of capital stock of the Company
over which Stockholder has voting power, so as to facilitate consummation of the
Merger.
NOW, THEREFORE, intending to be legally bound, the parties agree as
follows:
1. Agreement to Vote Shares.
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1.1 Definitions. For purposes of this Agreement:
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"Shares" shall mean all issued and outstanding shares of Company Common
Stock owned of record or beneficially (over which beneficially-owned shares
Stockholder exercises voting power) by Stockholder as of the record date for
persons entitled (a) to receive notice of, and to vote at the meeting of the
stockholders of the Company called for the purpose of voting on the matter
referred to in Section 1.2, or (b) to take action by written consent of the
stockholders of the Company with respect to the matter referred to in Section
1.2. Stockholder agrees that any shares of capital stock of the Company that
Stockholder purchases or with respect to which Stockholder otherwise acquires
beneficial ownership (over which beneficially-owned shares Stockholder exercises
voting power)
<PAGE>
after the execution of this Agreement and prior to the date of termination of
this Agreement pursuant to Section 6 below shall be subject to the terms and
conditions of this Agreement to the same extent as if they constituted Shares on
the date hereof.
"Subject Securities" shall mean: (i) all securities of the Company
(including all shares of Company Common Stock and all options, warrants and
other rights to acquire shares of Company Common Stock) beneficially owned by
Stockholder as of the date of this Agreement; and (ii) all additional securities
of Company (including all additional shares of Company Common Stock and all
additional options, warrants and other rights to acquire shares of Company
Common Stock) of which Stockholder acquires ownership during the period from the
date of this Agreement through the earlier of termination of this Agreement
pursuant to Section 3 below or the record date for the meeting at which
stockholders of the Company are asked to vote upon adoption and approval of the
Merger Agreement and approval of the Merger (the "Record Date").
Stockholder shall be deemed to have effected a "Transfer" of a security if
Stockholder directly or indirectly: (i) sells, pledges, encumbers, transfers or
disposes of, or grants an option with respect to, such security or any interest
in such security; or (ii) enters into an agreement or commitment providing for
the sale, pledge, encumbrance, transfer or disposition of, or grant of an option
with respect to, such security or any interest therein. Stockholder shall not
be deemed to have effected a "Transfer" of a security by virtue of entering into
a merger, consolidation or other business combination of any nature with another
entity or entities.
1.2 Agreement to Vote Shares. Until the termination of this
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Agreement pursuant to Section 3 below, at every meeting of the stockholders of
the Company called with respect to any of the following, and at every
adjournment thereof, and on every action or approval by written consent of the
stockholders of the Company with respect to any of the following, Stockholder
shall cause the Shares to be voted (i) in favor of adoption and approval of the
Merger Agreement and approval of the Merger and (ii) against approval of (a) any
proposal made in opposition to or in competition with consummation of the
Merger, (b) any merger, consolidation, sale of assets, reorganization or
recapitalization with any party other than Parent or its affiliates or (c) any
liquidation or winding up of the Company.
1.3. No Transfer of Subject Securities. Until the earlier of
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termination of this Agreement pursuant to Section 3 below or the Record Date,
except as may be required by (i) the foreclosure on any encumbrance secured by
such Subject Securities as of the date hereof or (ii) court order, Stockholder
agrees not to Transfer any of the Subject Securities, unless each transferee to
which any of such Subject Securities, or any interest in any of such Subject
Securities, is or may be Transferred shall have executed a counterpart of this
Agreement and agreed in writing to hold such Subject Securities (or interest in
any of such Subject Securities) subject to all of the terms and provisions of
this Agreement.
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<PAGE>
2. Representations and Warranties of Stockholder. Stockholder (i) is the
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record owner of the shares of Company Common Stock indicated on the final page
of this Agreement, which at the date hereof are free and clear of any liens,
claims, options, charges or other encumbrances that would adversely affect the
ability of Stockholder to carry out the terms of this Agreement; and (ii) has
full corporate power and authority to make, enter into and carry out the terms
of this Agreement.
3. Termination. This Agreement shall terminate and shall have no further
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force or effect as of the first to occur of (i) September 30, 1999, (ii) such
date and time as the Merger shall become effective in accordance with the terms
and provisions of the Merger Agreement, (iii) such date and time as the Merger
Agreement shall have been terminated pursuant to Article VII thereof, (iv) the
first meeting of the Company's stockholders at which the Merger is considered
and not approved or (v) any breach by a party other than the Company of any of
the Parent Voting Agreements.
4. Miscellaneous.
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4.1 Severability. If any term, provision, covenant or restriction of
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this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, then the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
4.2 Binding Effect and Assignment. This Agreement and all of the
-----------------------------
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but, except as
otherwise specifically provided herein, neither this Agreement nor any of the
rights, interests or obligations of the parties hereto may be assigned by either
of the parties without prior written consent of the other.
4.3 Amendments and Modification. This Agreement may not be modified,
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amended, altered or supplemented except upon the execution and delivery of a
written agreement executed by the parties hereto.
4.4 Specific Performance; Injunctive Relief. The parties hereto
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acknowledge that Parent will be irreparably harmed and that there will be no
adequate remedy at law for a violation of any of the covenants or agreements of
Stockholder set forth herein. Therefore, it is agreed that, in addition to any
other remedies that may be available to Parent upon any such violation, Parent
shall have the right to enforce such covenants and agreements by specific
performance, injunctive relief or by any other means available to Parent at law
or in equity.
4.5 Notices. All notices, requests, claims, demands and other
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communications hereunder shall be in writing and sufficient if delivered in
person, by cable, telegram or telex, or sent
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<PAGE>
by mail (registered or certified mail, postage prepaid, return receipt
requested) or overnight courier (prepaid) to the respective parties as follows:
If to Parent: At Home Corporation
425 Broadway
Redwood City, California 94063
Attn: Vice President, General Counsel
With a copy to: Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304
Attn: Larry W. Sonsini, Esq.
Marty Korman, Esq.
and a copy to: Baker & Botts, L.L.P.
599 Lexington Avenue
New York, New York 10022-6030
Attn: Frederick H. McGrath
If to Stockholder: To the address for notice set forth on the last
page hereof.
With a copy to: Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
Attn: Mark Stevens
or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall only be
effective upon receipt.
4.6 Governing Law. This Agreement shall be governed by, and
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construed and enforced in accordance with, the internal laws of the State of
Delaware (without regard to the principles of conflict of laws thereof).
4.7 Entire Agreement. This Agreement contains the entire
----------------
understanding of the parties in respect of the subject matter hereof, and
supersedes all prior negotiations and understandings, both oral and written,
between the parties with respect to such subject matter.
4.8 Counterparts. This Agreement may be executed in several
------------
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
4.9 Effect of Headings. The section headings herein are for
------------------
convenience only and shall not affect the construction or interpretation of this
Agreement.
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<PAGE>
IN WITNESS WHEREOF, the parties have caused this Company Voting Agreement
to be duly executed on the date and year first above written.
AT HOME CORPORATION
By: _____________________________________
Name: ___________________________________
Title: __________________________________
STOCKHOLDER:
By: _____________________________________
Name:____________________________________
Title: __________________________________
Stockholder's Address for Notice:
_________________________________________
_________________________________________
_________________________________________
__________ Outstanding Shares of Company
Common Stock
***COMPANY VOTING AGREEMENT***
