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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): November 22, 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)
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 13, 1999, At Home Corporation, a Delaware corporation,
completed its acquisition of Hartford House, Ltd., a Delaware corporation ("Blue
Mountain") the operator of the Bluemountain.com web site, which provides web-
based greeting cards. We plan to incorporate the Blue Mountain content across
our complement of content offerings.
The acquisition was accomplished by merging Blue Mountain with and into At
Home Corporation, with At Home Corporation surviving as the continuing
corporation. The transaction was accounted for as a purchase and the merger is
intended to qualify as a tax free reorganization.
In the merger, we issued to Blue Mountain stockholders shares of our newly-
created non-voting preferred stock convertible into approximately 10.7 million
shares of our Series A common stock and paid to those stockholders $350
million in cash. We sold $500 million aggregate principal amount of our
convertible subordinated notes in a private placement to qualified institutional
investors, in part to finance the cash component of the purchase price. We also
converted outstanding Blue Mountain options into options to purchase up to
approximately 3 million shares of our Series A common stock. If certain
performance goals related to the Bluemountain.com web site are met, we will be
obligated to issue additional shares of our Series A common stock to former
Blue Mountain stockholders having an aggregate value of approximately $270
million and to issue additional options. We are obligated to file a
registration statement on Form S-3 with the Securities and Exchange Commission
to register the shares of Series A common stock issuable upon conversion of
the preferred stock. We are also obligated to file a registration statement on
Form S-8 with respect to the converted options.
ITEM 5. OTHER EVENTS.
On December 13, 1999, we completed the private placement of $500 million of
4 3/4% Convertible Subordinated Notes to qualified institutional investors. The
notes will mature on December 15, 2006 and are convertible into shares of our
Series A common stock at a conversion price of $56.52 per share, subject to
adjustment. We used $350 million of the net proceeds from the offering to
finance the cash component of the purchase price for Bluemountain.com, and we
intend to use the remaining net proceeds for general corporate purposes.
On December 14, 1999, we issued a press release announcing that we had
closed this transaction. A copy of the press release is filed as Exhibit 99.02
to this report and is incorporated into this report by reference.
On December 6, 1999, AT&T announced that customers of its broadband cable
systems will be able to choose their Internet service providers for high-speed
Internet access upon expiration of our exclusively agreement with AT&T.
Therefore, AT&T will not extend its current exclusive agreement with us.
On November 22, 1999, we announced that our board of directors had
authorized us to investigate the issuance of a "tracking stock" for our media
business. Subject to approval of our stockholders, including our principal
cable partner stockholders, we intend to issue common stock that will track the
economic performance of our media business, which includes our narrowband
portal, broadband portal with its associated exclusive broadband distribution
rights, and advertising and targeting services. We expect that the tracking
stock will be distributed on a pro rata and tax-free basis to all Excite@Home
stockholders. We expect to issue a proxy statement describing the issuance and
terms of the tracking stock in the first half of 2000 and distribute the
tracking stock during the third quarter of that year.
The media business will be governed by its own board of directors. We have
not yet determined the composition of this board of directors, what corporate
governance provisions will be adopted with respect to the media business, nor
whether and how we will modify the corporate governance provisions that apply to
our existing business.
Our plan to issue the tracking stock has not been finalized, and therefore
whether we conduct this transaction and when it will occur is uncertain. We
have not yet determined the terms that would govern this tracking stock,
including the valuation of the tracking stock relative to our Series A common
stock and the voting privileges of the tracking stock.
In connection with the proposed issuance of our tracking stock, our
principal cable stockholders may require us to extend the requirement in our
certificate of incorporation that all board actions must be approved by four of
our five Series B directors beyond the time that AT&T no longer holds a majority
of our voting power. Accordingly, we may adopt amendments to our certificate of
incorporation that would enable AT&T, Comcast and Cox to retain control of our
subscription business even if we issue additional stock that dilutes AT&T's
voting control below 50% of our outstanding voting shares.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
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2.01 Agreement and Plan of Merger, dated October 23, 1999, between
us and Hartford House, Ltd. (incorporated by reference to
Exhibit 2.01 to our quarterly report on Form 10-Q for the
quarter ended September 30, 1999).
99.01 Press Release issued by us on December 13, 1999, announcing
that we had completed our acquisition of Blue Mountain.
99.02 Press Release issued by us on December 14, 1999, announcing
that we had sold $500 million aggregate principal amount of
our convertible subordinated notes.
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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: December 22, 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 99.01
FOR IMMEDIATE RELEASE
Excite@Home Completes Acquisition Of Bluemountain.com
REDWOOD CITY, Calif. -- December 14, 1999 -- Excite@Home (Nasdaq: ATHM), a
global media company, today announced that it has completed the acquisition of
Bluemountain.com, the leader in Web-based greeting cards.
Advertisers can now easily buy advertising across the Excite@Home Network in a
single purchase. The Excite@Home network now includes the Excite narrowband
portal service, the @Home broadband service, Bluemountain.com and the recently
acquired WebShots, the leader in downloadable photo images on the Web.
About Excite@Home
Excite@Home (Nasdaq:ATHM) is a global media company offering media services
through Excite (www.excite.com) and broadband subscription services through
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@Home (www.home.com) and @Work (www.work.com). MatchLogic (www.matchlogic.com)
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offers marketers industry leading digital advertising capabilities including
rich media production, ad and email services, user profiling and targeting and
database analysis and management all integrated into a complete solutions
package. The company has a worldwide footprint of 72 million cable homes to
deliver on its vision of bringing personalized content to consumers "All Band,
All Device, All the Time."
For more investor information about Excite@Home, please call our stockholder
services hotline at 1.888.924.9248.
###
1999 At Home Corporation. Excite@Home, @Home, @Work, Excite, the stylized [at
sign] logo and MatchLogic are trademarks of At Home Corporation and may be
registered in certain jurisdictions. All other brand names are trademarks of
their respective owners.
Copyright (c) 1995-1999 At Home Corporation. All Rights Reserved. @Home,
Excite@Home, @Work, Excite, and [at sign] are the trademarks of At Home
Corporation, and may be registered in certain jurisdictions. Legal Notices
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EXHIBIT 99.02
FOR IMMEDIATE RELEASE
Excite@Home Raises $500 Million in Convertible Debt Offering
REDWOOD CITY, Calif. -- Dec. 14 -- At Home Corporation ("Excite@Home") (Nasdaq:
ATHM) today announced that it has completed the private placement of $500
million of 4 3/4% Convertible Subordinated Notes to qualified institutional
investors. Interest on the notes will accrue at an annual rate of 4 3/4%. The
notes will mature on December 15, 2006 and are convertible into Excite@Home
common stock at $56.52 per share, subject to adjustment.
Excite@Home stated that it intends to use the net proceeds from the offering to
finance the $350 million cash component of the purchase price for
Bluemountain.com, and that the remaining net proceeds will be used for general
corporate purposes.
This news release does not constitute an offer to sell or the solicitation of an
offer to buy the securities. The securities were not registered under the
Securities Act of 1933, as amended, or applicable state securities laws, and may
not be offered or sold in the United States absent registration under the
Securities Act and applicable state securities laws or available exemptions from
such registration requirements.
###
1999 At Home Corporation. Excite@Home, @Home, @Work, Excite, the stylized [at
sign] logo and MatchLogic are trademarks of At Home Corporation and may be
registered in certain jurisdictions. All other brand names are trademarks of
their respective owners.
Copyright (c) 1995-1999 At Home Corporation. All Rights Reserved. @Home,
Excite@Home, @Work, Excite, and [at sign] are the trademarks of At Home
Corporation, and may be registered in certain jurisdictions. Legal Notices
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