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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 23, 1999
AT HOME CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
<TABLE>
<S> <C>
000-22697 77-0408542
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(Commission (IRS Employer
File Number) Identification No.)
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450 Broadway Street, Redwood City, CA 94063
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(Address of principal executive offices) (Zip Code)
(650) 569-5000
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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ITEM 5: OTHER EVENTS.
On October 23, 1999, At Home Corporation, a Delaware corporation
("Excite@Home"), and Hartford House, Ltd. a Delaware corporation ("Hartford
House"), the operator of the Bluemountain.com web site, which provides web-based
greeting cards, entered into an Agreement and Plan of Merger (the "Merger
Agreement"). Subject to the terms and conditions of the Merger Agreement,
Hartford House will merge with and into Excite@Home (the "Merger"). At the
effective time of the Merger, Excite@Home will issue shares of its newly-created
non-voting convertible preferred stock convertible into approximately 11 million
shares of Excite@Home Series A Common Stock and pay $350 million in cash to the
stockholders of Hartford House. The preferred stock will be automatically
convertible into Excite@Home Series A Common Stock as the restrictions on resale
described below lapse. Options to purchase shares of Hartford House Common Stock
will be assumed by Excite@Home and converted into options to purchase shares of
the Excite@Home Series A Common Stock.
If certain performance goals related to the Bluemountain.com web site are
met, Excite@Home would be obligated to issue additional shares of Excite@Home
Series A Common Stock to Hartford House stockholders having an aggregate value
of up to $270 million and would issue additional shares to be allocated to
holders of assumed or exercised Hartford House stock options by adjusting the
exercise price and number of shares subject to the assumed options. Of this
additional consideration, 50% of the amount will be based on the number of
electronic greeting cards sent through the Bluemountain.com web site during the
month of December 1999 and the remainder will be based upon the number of unique
users of that web site during the same month.
Of the shares to be immediately issued in this transaction, approximately
50% may not be resold for a period of two years after the closing of the
transaction. The remaining initially issued shares may only be resold at a rate
of 500,000 shares of Excite@Home Series A Common Stock per month. Any shares
issued as part of the earnout provisions of the Merger Agreement will be freely
tradeable upon issuance. Excite@Home will file a registration statement covering
the resale of all shares issued in the transaction.
It is the intent of the parties that the transaction qualify as a tax-free
reorganization within the meaning of Section 368(a) of the Internal Revenue Code
and be accounted for as a purchase.
In addition, Excite@Home also entered into distribution relationships with
Proflowers.com, Inc., an online flower company, Dan's Chocolates, an online gift
company, and Lucidty, Inc., an online electronic gift certificate company. These
three agreements provide for Excite@Home to receive aggregate revenues of $34
million over the three year terms of the agreements.
The Merger is subject to customary closing conditions, including
regulatory approvals.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 24, 1999 AT HOME CORPORATION
By: /s/ David G. Pine
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David G. Pine
Vice President, General Counsel
and Secretary
