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PROSPECTUS SUPPLEMENT #2 FILED PURSUANT TO RULE 424(B)(3)
(TO PROSPECTUS DATED JULY 2, 1999) REGISTRATION NO. 333-78419
AND SUPPLEMENT DATED JULY 15, 1999)
EXCITE@HOME
AT HOME CORPORATION
$437,000,000 PRINCIPAL AMOUNT AT MATURITY
CONVERTIBLE SUBORDINATED DEBENTURES DUE 2018
SHARES OF SERIES A COMMON STOCK
ISSUABLE UPON CONVERSION OF THE DEBENTURES
------------------------
This prospectus supplement relates to the resale by the holders of
convertible subordinated debentures due 2018 of Excite@Home and the shares of
Excite@Home Series A common stock issuable upon the conversion of the
debentures.
You should read this prospectus supplement in conjunction with the
prospectus dated July 2, 1999, which is to be delivered with this prospectus
supplement. All capitalized terms used but not defined in this prospectus
supplement shall have the meanings given to them in the prospectus.
The information in the table appearing under the heading "Selling
Securityholders" in the prospectus is superseded in part by the information
appearing in the table below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF
DEBENTURES PERCENTAGE OF SHARES OF SERIES A
BENEFICIALLY OWNED DEBENTURES COMMON STOCK
NAME THAT MAY BE SOLD OUTSTANDING THAT MAY BE SOLD
---- ------------------- ------------- ------------------
<S> <C> <C> <C>
Goldman Sachs & Co. (**)................ $ 2,940,000 * 38,514
HBK Cayman L.P. ........................ $ 5,605,000 1.3% 73,425
HBK Offshore Fund Ltd. ................. $10,595,000 2.4% 138,794
Merrill Lynch Pierce Fenner & Smith
Inc................................... $ 7,544,000 1.7% 98,826
Other holders of debentures or future
transferees of these holders (***).... $48,200,000 11.0% 631,420
</TABLE>
- ---------------
* Less than 1%
** Of the amount listed as beneficially owned, Goldman Sachs & Co. sold
$1,475,000 principal amount at maturity of debentures prior to the date of
this prospectus supplement.
*** Assumes that any other holders of debentures, or any future transferees of
these holders, do not beneficially own any Series A common stock other than
the Series A common stock issuable upon conversion of the debentures.
------------------------
INVESTING IN OUR CONVERTIBLE SUBORDINATED DEBENTURES OR OUR SERIES A COMMON
STOCK INVOLVES A HIGH DEGREE OF RISK. PLEASE CAREFULLY CONSIDER THE "RISK
FACTORS" BEGINNING ON PAGE 6 OF THE PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS AUGUST 3, 1999.
