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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): JULY 12, 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)
000-22697 77-0408542
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(Commission (IRS Employer
File Number) Identification No.)
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 July 12, 1999, At Home Corporation, a Delaware corporation (the
"COMPANY"), iMall, Inc., a Nevada corporation ("iMALL") and Shop Nevada, Inc., a
Nevada corporation ("MERGER SUB") entered into an Agreement and Plan of Merger
(the "MERGER AGREEMENT"). Subject to the terms and conditions of the Merger
Agreement, Merger Sub will merge with and into iMall (the "MERGER"), with iMall
to survive the Merger and to become a wholly-owned subsidiary of the Company. At
the effective time of the Merger, 0.46 shares of the Company's Series A Common
Stock will be exchanged for each outstanding share of iMall Common Stock (the
"EXCHANGE RATIO"). Options to purchase shares of iMall Common Stock will be
assumed by the Company and converted into options to purchase shares of the
Company's Series A Common Stock, and the exercise price and number of shares of
the Company's Series A Common Stock subject to these options will be adjusted
according to the Exchange Ratio. Certain warrants to purchase shares of iMall
Common Stock will be assumed by the Company and converted into warrants to
purchase shares of the Company's Series A Common Stock according to the Exchange
Ratio. The warrant issuable to First Data Merchant Services Corporation ("First
Data") for shares of iMall Common Stock pursuant to that certain Investment
Agreement dated October 30, 1998 will be canceled at the effective time of the
Merger and the Company will issue to First Data a warrant to purchase 2,300,000
shares of Company Series A Common Stock at an exercise price of $36.9565 per
share. It is the intent of the parties that the transaction qualify as a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code
and be accounted for as a purchase.
Several of the executive officers of iMall, including the Chief
Executive Officer of iMall, Richard Rosenblatt, will continue to serve in
executive positions with the Company or in positions equivalent to an executive
of the Company.
The Company entered into voting agreements with certain stockholders of
iMall. Under the voting agreements, these stockholders agreed to vote their
shares in favor of approval of the Merger and related matters; the stockholders
also agreed not to transfer any of the securities covered by the voting
agreements. Certain of the stockholders concurrently delivered irrevocable
proxies to the Company, granting the Company the power to vote all of their
shares in favor of the Merger. The stockholders retained the power to vote the
shares on all other matters.
The foregoing description is qualified in its entirety by reference to
the full text of the Merger Agreement and the form of voting agreement listed as
exhibits to this report. The Merger is subject to several customary closing
conditions, including approval by the stockholders of iMall.
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ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
2.01 Agreement and Plan of Merger, dated July 12, 1999,
among the Company, Merger Sub and iMall.*
2.02 Form of Voting Agreement entered into between the
Company and certain stockholders of iMall on July 12,
1999, together with the form of Irrevocable Proxy
delivered therewith.*
99.01 Press Release issued by the Company on July 13, 1999,
announcing that the Company and iMall had signed a
definitive merger agreement.
* Incorporated by reference to exhibits to the
Company's Schedule 13D filed with the Securities and
Exchange Commission on July 27, 1999.
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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: July 30, 1999 AT HOME CORPORATION
By: /s/ DAVID G. PINE
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David G. Pine,
Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
99.01 Press Release issued by the Company on July 13, 1999, announcing that
the Company and iMall had signed a definitive merger agreement.
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EXHIBIT 99.01
FOR IMMEDIATE RELEASE
Media Contacts:
Melissa Walia Elizabeth Sullivan Courtney Darby
Excite@Home First Data Merchant Services Middleberg + Associates
(650) 556-2213 (516) 577-7019 (212) 699-2545
Jeff Lloyd
iMall
(310) 788-2850
Excite@Home Announces Acquisition of iMall and Strategic E-Commerce Agreement
with First Data
Deal advances online shopping for consumers, and provides end-to-end commerce
solution for businesses
REDWOOD CITY, CA/ATLANTA, GA-- July 13, 1999 -- Excite@Home (Nasdaq: ATHM), a
global media company, today announced that it has signed a definitive agreement
to acquire iMall, Inc. (Nasdaq: IMAL), a leading provider of fully integrated,
"one-stop" e-commerce solutions. In the merger, Excite@Home will issue
approximately 8.3 million shares of Excite@Home stock, having a value of
approximately $425 million and also will assume iMall's outstanding options and
warrants. In addition, Excite@Home and First Data Corporation (NYSE: FDC)
subsidiary First Data Merchant Services, a leading electronic commerce payments
solution provider, today announced an agreement to enable merchants to quickly
establish an online commerce storefront with transaction capabilities and access
to Excite's millions of daily users.
These two agreements provide Excite@Home with industry-leading momentum in
adding merchants to the Excite Shopping Service for consumers. For businesses,
the First Data/iMall solution will be marketed through @Work, Excite@Home's
business-to-business division which provides Internet access and hosting
solutions, to various Original Equipment Manufacturing (OEM) resellers and other
third parties that want to offer their e-commerce services for sale. First Data
gains the opportunity to begin generating enormous consumer traffic for its
merchant alliance partners' and financial institution customers' online
merchants. Excite@Home and First Data will also explore opportunities to develop
and cross-promote additional products and services in a preferred marketing
relationship. This relationship has the potential to give Excite@Home in-store
exposure to a base of more than two million merchant locations, and First Data
clients' merchants exposure to Excite's 22 million unique visitors each month.
The three-way relationship leverages iMall's unique commerce capabilities, which
make it extremely easy for merchants to set up an online storefront, and First
Data's electronic commerce payment solutions and processing technologies to
enable merchants to put up electronic storefronts which will enrich the Excite
Shopping Service. These services, along with Excite's popularity with consumers,
position Excite@Home and First Data at the forefront of offering merchants
commerce solutions on the Web.
EXCITE@HOME AND FIRST DATA LEVERAGE ASSETS
First Data Merchant Services, which processes and settles more than 5 billion
credit and debit card transactions annually, currently has an 11% ownership
stake in iMall. First Data will work with Excite@Home to market its new
e-commerce solution to First Data's financial institution clients and their
respective merchants. Merchants using the new commerce solution on the Excite
portal service will automatically have all back-end banking services
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integrated, including merchant application processing and transaction gateway,
set up in hours rather than weeks. As merchants are additionally enrolled into
Excite@Home's searchable directory of products and stores, the Excite Shopping
service will have one of the largest shopping offerings for consumers online.
Inside the Excite@Home Network, this new solution will be leveraged in two ways:
- The Business-To-Business offering: The new electronic commerce solution
will be offered to partners through @Work. For small businesses, the
First Data/iMall solution will continue to be marketed through third
parties that want to offer their e-commerce services for sale.
o The Business-To-Consumer offering: The suite of electronic commerce
services will serve the business-to-consumer market through the
Excite portal. Merchants can benefit from the significant reach of
the popular Excite Shopping Service
(http://www.excite.com/shopping). As First Data's financial
institution partners begin promoting the new solution, and
merchants begin establishing Web storefronts with thousands of
offerings, the Excite Shopping Service is well positioned to become
a premier online shopping area with an unparalleled breadth and
depth of both merchants and products. These online merchants will
be supported through promotion and Web advertising designed to
generate traffic and increase sales activities for their sites.
SCALING E-COMMERCE FOR ALL MERCHANTS WITH IMALL
Excite@Home and First Data will offer merchants one of the easiest and fastest
solutions to become an online retailer. The joint e-commerce solution offers
merchants a comprehensive package of electronic commerce tools to get online and
start selling the same day, including: Web-site development, online shopping
carts, a merchant account, sales tax and shipping calculations, secure payment
processing, and most important, traffic-building and promotions opportunities.
"We view this agreement with Excite@Home as a natural extension of and terrific
enhancement to our Internet commerce strategy. Our clients' merchants will
benefit from the enormous traffic that the Excite service generates, and our
financial institution partners will have an even more compelling proposition to
enhance existing customer relationships as well as attract new merchant
customers. This agreement reinforces our leadership position in providing
e-commerce payment solutions, and we see significant opportunities to leverage
this relationship both today and for the long term," said Ric Duques, chairman
and chief executive officer of First Data Corporation. "Through our acquisition
of iMall and our new relationship with First Data, we have in a single step
become a leader in offering the most complete end-to-end e-commerce solutions to
merchants who want to become online retailers - a huge trend in American
commerce," said George Bell, president, Excite@Home. "The combined solution
gives us critical mass to bring together online buyers and sellers with new
services for our business-to-business efforts - benefiting our @Work division,
and business-to-consumer transactions. By becoming the best solution for
merchants, we attract thousands of stores and products that will make the Excite
shopping services the best choice for consumers looking to buy online."
THE ACQUISITION OF IMALL
Excite@Home and iMall have executed a definitive agreement for the acquisition
of iMall. Under that agreement, each shareholder of iMall will receive 0.46
shares of Excite@Home Series A Common Stock for each share of iMall Common
Stock. The transaction is subject to customary closing conditions, including
approval by the shareholders of iMall. The transaction is expected to close in
the 4th quarter of 1999. As part of the agreement, First Data, Richard
Rosenblatt and certain other iMall shareholders who, in the aggregate, hold over
40% of the outstanding shares of iMall, have agreed to vote in favor of the
transaction. After the closing of the acquisition, iMall will operate as an
independent subsidiary of Excite@Home reporting to its @Work division.
"Offering a simple turn-key solution is critical to getting stores online and is
the foundation of our business strategy. Joining the Excite@Home family is an
exciting next step in the life of our company," said Richard Rosenblatt, CEO,
iMall, Inc. "We are delighted to deliver this opportunity to iMall shareholders.
iMall set the standard with e-commerce solutions that enabled merchants to set
up shop on the Web in less than a day, and
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now together with the popular Excite Shopping Service and Excite@Home's @Work
division, we will deliver huge benefits to both merchants and consumers."
ABOUT IMALL
iMall, Inc. is a leading provider of fully integrated, "one-stop" e-commerce
solutions. iMall's unique e-commerce solutions and integrated process allow
businesses to create fully commerce enabled Web sites or add transaction
capabilities to their existing ones, establish "Internet ready" merchant
accounts online, and process customer orders securely through iMall's
proprietary payment gateway. To help increase businesses' online sales, iMall's
popular shopping portals and sophisticated shopper services are integrated into
iMall's e-commerce solutions. iMall's e-commerce solution, merchantstuff.com,
created jointly with First Data Merchant Services, in located at
http://www.merchantstuff.com. iMall's shopping portals are located at
http://www.imall.com and http://www.stuff.com. For additional information, visit
iMall's corporate site at http://www.imallinc.com.
ABOUT FIRST DATA
Atlanta-based First Data Corporation (NYSE: FDC) is a leader in payment
services, electronic commerce and transaction management products and services.
First Data and its principal operating units process the information that allows
millions of consumers to pay for goods and services by credit, debit or
stored-value card at the point of sale, over the Internet, by check or by wire
transfer. First Data Merchant Services Corporation (FDMS), a wholly owned
subsidiary of First Data Corporation, is one of the nation's leading providers
of electronic commerce solutions for hundreds of financial institutions and two
million merchant locations. For further information, visit
http://www.firstdata.com.
ABOUT EXCITE@HOME
Excite@Home (Nasdaq: ATHM) is a global media company based in Redwood City,
Calif. Through the company's narrowband portal, Excite (http://www.excite.com),
and broadband services, @Home and @Work, the company uniquely offers consumers
content and interactive services across both narrowband and broadband, and
advertisers highly targeted marketing solutions across all platforms of
delivery. Leveraging the high-speed, always-on attributes of cable, Excite@Home
empowers unique multimedia applications that go beyond current Web experiences.
The company will combine the Excite brand - one of the best known names on the
Internet with 70 percent recognition among Web users - with @Home's broad
distribution, a worldwide footprint of more than 65 million cable homes, to
deliver on its vision of "All Band, All Device, All the Time."
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Excite@Home, Excite, the @ logo, @Work, and @Home are trademarks of At Home
Corporation and may be registered in certain jurisdictions. All other brand and
product names are trademarks of their respective owners.
This press release contains forward-looking information within the meaning of
Section 27A of the Securities Exchange Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, and is subject to the safe harbors created by
those sections. These forward-looking statements include statements related to:
the successful introduction of an e-commerce solution that will enable merchants
to quickly establish through the Excite portal an online commerce storefront
with transaction capabilities; the benefits provided to online merchants that
adopt this solution; the breath of exposure for this solution that will be
generated by the parties marketing and promotional efforts; the growth in the
Excite Shopping Service following the introduction of this solution; and
Excite@Home's emergence as a leader in offering the most complete end-to-end
e-commerce solutions to merchants. Actual results may differ materially due to a
number of risks. In particular, the transactions described in this press release
are contingent on the satisfaction of customary closing conditions and the
approval of iMall's shareholders, and there can be no assurance that such
transactions will be completed. Additional risks include numerous technological,
operational and financial challenges associated with developing and deploying
the e-commerce solutions described in this press release; the parties ability to
successfully combine their respective areas of expertise; the success of the
parties' marketing and promotion programs in building demand for their
e-commerce solution; and the attractiveness of competitive e-commerce offerings.
The matters discussed in this press release also involve risks and uncertainties
described
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from time to time in Excite@Home's, iMall's and First Data Corporation's filings
with the Securities and Exchange Commission. Excite@Home, iMall and First Data
Corporation assume no obligation to update the forward-looking information
contained in this press release.
Copyright (c) 1995-1999 At Home Corporation. All Rights Reserved. @Home,
Excite@Home, @Work, Excite, and the @ logo are the trademarks of At Home
Corporation, and may be registered in certain jurisdictions.
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