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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-72669
PROSPECTUS
LOGO
AT HOME CORPORATION
1,838,000 SHARES OF SERIES A COMMON STOCK
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At Home's Series A common stock currently trades on the Nasdaq National Market.
Last reported sale price on July 21, 1999: $47.00 per share.
Trading Symbol: ATHM
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THE OFFERING
Under this prospectus, the selling stockholders named on pages 14 and 15 of this
prospectus are offering and selling shares of our Series A common stock that
they acquired as a result of our acquisition of Narrative Communications Corp.
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THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. PLEASE CAREFULLY CONSIDER THE
"RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is July 22, 1999
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TABLE OF CONTENTS
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<TABLE>
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Prospectus Summary............... 3 Plan of Distribution............. 24
Risk Factors..................... 4 Legal Matters.................... 27
Use of Proceeds.................. 13 Experts.......................... 27
Dividend Policy.................. 13 Forward-Looking Statements....... 27
Selling Stockholders............. 14 Where You Can Find More
Information...................... 27
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PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus.
This summary is not complete and does not contain all the information you should
consider before buying shares in this offering. You should read the entire
prospectus carefully. Unless the context otherwise requires, the terms we, our,
us and Excite@Home refer to At Home Corporation, a Delaware corporation. Each of
the share figures in the prospectus, including those dated prior to June 16,
1999, have been adjusted to reflect the two-for-one split of our common stock on
June 16, 1999.
EXCITE@HOME
We are the leading provider of broadband Internet services, content and
advertising over the cable television infrastructure. Our primary offering, the
@Home service, allows residential subscribers to connect their personal
computers through cable television wiring infrastructures to our high-speed
Internet backbone network. For businesses, our @Work services provide a platform
for Internet, intranet and extranet connectivity solutions and networked
business applications over both cable infrastructures and digital
telecommunications lines.
Our Excite subsidiary operates two Internet portal sites, www.excite.com
and www.webcrawler.com, which are currently accessible on the World Wide Web.
Our @Media group has established the @Home launch screen as the leading
broadband Internet portal, providing a gateway to compelling multimedia and
electronic commerce offerings on the Internet.
Excite's MatchLogic division and our Enliven business unit provide us with
the capabilities to offer advertisers a unified way to target, measure and
report advertising on all devices on which the @Home service is offered.
Our principal executive offices are located at 425 Broadway Street,
Redwood, California 94063. The primary telephone number for our principal
executive offices is (650) 569-5000.
THE OFFERING
All of the shares offered under this prospectus were originally issued by
us to former Narrative stockholders in connection with our acquisition of
Narrative. The shares offered under this prospectus represent less than 1% of
our outstanding shares of Series A common stock as of June 15, 1999. These
shares are being offered on a continuous basis under Rule 415 of the Securities
Act of 1933 during the period commencing on the effective date of the
registration statement of which this prospectus is a part and ending on December
30, 1999, or as specified in our rights agreement dated December 30, 1998 with
the Narrative stockholders.
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Series A common stock that may be
offered by selling stockholders...... 1,838,000 shares
Series A common stock to be outstanding
after this offering.................. 331,178,234 shares*
Series B common stock to be outstanding
after this offering.................. 30,800,000 shares*
Series K common stock to be outstanding
after this offering.................. 5,219,414 shares*
Use of proceeds........................ We will not receive any proceeds.
Nasdaq National Market symbol.......... ATHM
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* Based on the number of shares outstanding as of June 15, 1999.
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RISK FACTORS
An investment in our Series A common stock involves a high degree of risk.
You should carefully consider the following risk factors and the other
information in this prospectus before investing in our Series A common stock.
Our business and results of operations could be seriously harmed by any of the
following risks. The trading price of our Series A common stock could decline
due to any of these risks, and you may lose all or part of your investment.
RISKS RELATED TO OUR BUSINESS
WE HAVE INCURRED AND EXPECT TO INCUR SUBSTANTIAL LOSSES
We were incorporated in March 1995, commenced operations in August 1995,
and have incurred net losses from operations in each fiscal period since our
inception. As of March 31, 1999, we had an accumulated deficit of $245.3
million. In addition, we currently intend to increase capital expenditures and
operating expenses in order to expand our network and to market and provide our
services to a growing number of potential subscribers. As a result, we expect to
incur additional net losses before cost and amortization of distribution
agreements and amortization of goodwill and other intangible assets for at least
the next three quarters.
OUR BUSINESS IS UNPROVEN, AND WE MAY NOT ACHIEVE PROFITABILITY
The profit potential of our business model is unproven. The @Home service
was available only in portions of 68 geographic markets as of March 31, 1999 and
may not achieve broad consumer or commercial acceptance. Although approximately
2,200 primarily small- and medium-sized business organizations have agreed to
utilize @Work services as of March 31, 1999, @Work services may not achieve
broad commercial acceptance and the current rate of deployment for @Work
services may not be sustained. We have difficulty predicting whether the pricing
models for our Internet services will prove to be viable, whether demand for our
Internet services will materialize at the prices our cable partners charge for
the @Home service or the prices we or our cable partners charge for @Work
services, or whether current or future pricing levels will be sustainable. If
these pricing levels are not achieved or sustained or if our services do not
achieve or sustain broad market acceptance, our business, operating results and
financial condition will be significantly harmed. We may never achieve favorable
operating results or profitability.
GROWTH OF THE @HOME SERVICE MAY BE INHIBITED BY FACTORS BEYOND OUR CONTROL
As of March 31, 1999, we had in excess of 460,000 cable modem subscribers,
including recently acquired Internet subscribers that are being converted to the
@Home service. Our ability to increase the number of subscribers to the @Home
service to achieve our business plans and generate future revenues will depend
on many factors which are beyond our control. For instance, some of our cable
partners have not achieved the subscriber levels that we had originally
anticipated. Other factors include:
- the rate at which our current and future cable partners upgrade their
cable infrastructures for two-way data services
- our ability and the ability of our cable partners to coordinate timely
and effective marketing campaigns with the availability of cable
infrastructure upgrades
- the success of our cable partners in marketing and installing the @Home
service in their local cable areas
- the prices that our cable partners set for the @Home service and for its
installation
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- the speed at which our cable partners can complete the installations
required to initiate service for new subscribers
- the commercial availability of self-installable, two-way modems that
comply with the recently adopted interface standards known as DOCSIS, and
the success of our roll-out of these products with the @Home service
- the quality of customer and technical support provided by us and our
cable partners and
- the quality of content on the @Home service.
WE NEED TO ADD SUBSCRIBERS AT A RAPID RATE FOR OUR BUSINESS TO SUCCEED, BUT WE
MAY NOT ACHIEVE OUR SUBSCRIBER GROWTH GOALS
Our actual revenues or the rate at which we will add new subscribers may
differ from our forecasts. We may not be able to increase our subscriber base
enough to meet our internal forecasts or the forecasts of industry analysts or
to a level that meets the expectations of investors. The rate at which
subscribers have increased in the past does not necessarily indicate the rate at
which subscribers may be expected to grow in the future. In particular, while we
have forecast that our number of subscribers could grow to over 1.1 million by
December 31, 1999 from more than 460,000 subscribers at March 31, 1999, we may
not achieve this level of subscriber growth.
OUR SUBSCRIBER GROWTH DEPENDS ON THE ACTIONS OF OUR CABLE PARTNERS, AND IS
LIMITED BY PRICE AND INSTALLATION CONSTRAINTS
We believe subscriber growth has been constrained, and will continue to be
constrained, by the cost and time required to install the @Home service for each
residential consumer. In addition, our growth has been constrained by the rate
at which our cable partners have upgraded their systems, and most of our cable
partners are not obligated to upgrade their cable infrastructures or market the
@Home service. Moreover, the @Home service is currently priced at a premium to
many other online services, and large numbers of subscribers may not be willing
to pay a premium for the @Home service.
IF WE CANNOT MAINTAIN THE SCALABILITY, SPEED AND SECURITY OF OUR NETWORK,
CUSTOMERS WILL NOT ACCEPT OUR SERVICES
Due to the limited deployment of our services, the ability of our network
to connect and manage a substantial number of online subscribers at high
transmission speeds is unknown. Therefore, we face risks related to our
network's ability to be scaled up to its expected subscriber levels while
maintaining superior performance. Our network may be unable to achieve or
maintain a high speed of data transmission, especially as our subscribers
increase. In recent periods, the performance of our network has experienced some
deterioration in some markets as a result of subscriber abuse of the @Home
service. While we seek to eliminate this abuse by limiting users' upstream
bandwidth, our failure to achieve or maintain high-speed data transmission would
significantly reduce consumer demand for our services. In addition, while we
have taken steps to prevent users from sharing files via the @Home service and
to protect against bulk unsolicited e-mail, public concerns about security,
privacy and reliability of the cable network, or actual problems with the
security, privacy or reliability of our network, may inhibit the acceptance of
our Internet services.
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IF NEW TWO-WAY CABLE MODEMS ARE NOT DEPLOYED TIMELY AND SUCCESSFULLY, WE MAY NOT
BE ABLE TO GROW OUR SUBSCRIBER BASE AS QUICKLY
Each of our subscribers currently must obtain a cable modem from a cable
partner to access the @Home service. The North American cable industry has
recently adopted interface standards known as DOCSIS for hardware and software
to support the delivery of data services over the cable infrastructure utilizing
compatible cable modems. Some of our cable partners have chosen to delay some
deployments of the @Home service until the widespread commercial availability of
DOCSIS-compliant cable modems. Our subscriber growth could be constrained and
our business could be significantly harmed if our cable partners choose to slow
the deployment of the @Home service further. Cable modems that are
DOCSIS-compliant are not expected to be available in significant quantities
until at least the second quarter of 1999. If our cable partners are not able to
obtain a sufficient quantity of DOCSIS-compliant modems, our growth will be
limited.
WE COULD LOSE SUBSCRIBERS, DISTRIBUTION RELATIONSHIPS AND REVENUES TO OUR
COMPETITORS
The markets for consumer and business Internet services and online content
are extremely competitive, and we expect that competition will intensify in the
future. Our most direct competitors in these markets include the following:
- Providers of cable-based Internet services. For example, Time Warner
Inc. and Media One Group have deployed high-speed Internet access
services over their local cable networks through their own cable-based
Internet service, Road Runner. We currently compete with Road Runner to
establish distribution arrangements with cable system operators, but we
may compete for subscribers in the future if and when our cable partners
cease to be subject to their exclusivity obligations.
- Telecommunications providers. We compete with national long-distance and
local exchange carriers that offer high-speed, Internet access services
such as integrated services digital network and asymmetric digital
subscriber line. If the advanced services offered by these companies are
deregulated, this would further enhance the ability of these companies to
compete against our services.
- Internet and online service providers. We compete with Internet service
providers that provide basic Internet access services and with online
service providers such as America Online.
- Internet content aggregators. We compete with content aggregators and
Internet portals that seek to capture audience flow by providing
ease-of-use and offering content that appeals to a broad audience,
including America Online, Yahoo! Inc. and Lycos, Inc.
Many of our competitors and potential competitors have substantially greater
financial, technical and marketing resources, larger subscriber bases, longer
operating histories, greater name recognition and more established relationships
with advertisers and content and application providers than we do. These
competitors may be able to undertake more extensive marketing campaigns, adopt
more aggressive pricing policies and devote more resources to developing
Internet services or online content than we could. We may not be able to compete
successfully against current or future competitors, and competitive pressures
could significantly harm our subscriber base, our ability to renew and enter
into new distribution agreements and our revenues.
OUR DEPENDENCE ON OUR NETWORK EXPOSES US TO A SIGNIFICANT RISK OF SYSTEM FAILURE
Our operations are dependent upon our ability to support our highly complex
network infrastructure and avoid damage from fires, earthquakes, floods, power
losses, telecommunications
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failures and similar events. The occurrence of a natural disaster or other
unanticipated problem at our network operations center or at a number of our
regional data centers could cause interruptions in our services. Additionally,
failure of our cable partners or companies from which we obtain data transport
services to provide the data communications capacity that we require, for
example as a result of natural disaster, or operational disruption, could cause
interruptions in the services we provide. Any damage or failure that causes
interruptions in our operations could harm our business.
YEAR 2000 ISSUES COULD AFFECT THE PERFORMANCE OF OUR SYSTEMS
If our internal and network information systems do not correctly recognize
and process date information beyond the year 1999, we may not be able to conduct
operations. We may also experience supplier-related Year 2000 problems. To
address these Year 2000 issues, we and TCI, our majority stockholder, have
initiated a comprehensive program to address Year 2000 readiness in our systems
and with our customers' and suppliers' systems. Although we currently expect
that the Year 2000 issue will not pose significant operational problems, delays
in the implementation of new information systems or failure to fully identify
all Year 2000 dependencies in our existing systems and in the systems of our
suppliers could harm our business. Therefore, we are developing, but do not yet
have, contingency plans for continuing operations in the event these problems
arise.
OUR LIMITED EXPERIENCE WITH INTERNATIONAL EXPANSION MAY PREVENT US FROM GROWING
OUR BUSINESS OUTSIDE THE UNITED STATES
A key component of our strategy is expansion into international markets. To
date, we have developed distribution relationships only with United States,
Canadian and Dutch cable system operators. We have extremely limited experience
in developing localized versions of our products and services and in developing
relationships with international cable system operators. We may not be
successful in expanding our product and service offerings into foreign markets.
In addition to the uncertainty regarding our ability to generate revenues from
foreign operations and expand our international presence, we face specific risks
related to providing Internet services in foreign jurisdictions, including:
- regulatory requirements, including the regulation of Internet access
- legal uncertainty regarding liability for information retrieved and
replicated in foreign jurisdictions and
- potential inability to use European customer information due to new
European governmental regulations.
OUR BUSINESS MAY BE IMPACTED BY CABLE UNBUNDLING PROPOSALS AND OTHER GOVERNMENT
REGULATION
Currently, our services are not directly subject to regulations of the
Federal Communication Commission or any other federal, state or local
communications regulatory agency. However, changes in the regulatory environment
relating to the Internet, cable or telecommunications markets which could
require regulatory compliance by us or which could impact our exclusivity
arrangements, subscribers and revenues could develop, including:
- Federal regulation. Regulatory changes that affect telecommunications
costs, limit usage of subscriber-related information or increase
competition from telecommunications companies could affect our pricing or
ability to market our services successfully. For example, regulation of
cable television rates may affect the speed at which our cable partners
upgrade their cable systems to carry our services.
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- Regulation by local franchise authorities. Many of our United States
cable partners' local cable affiliates have elected to classify the
provision of the @Home service as additional cable services under their
local franchise agreements, and to pay franchise fees under those
agreements. Local franchise authorities may attempt to subject cable
systems to higher or different franchise fees, taxes or requirements in
connection with their distribution of the @Home service. There are
thousands of franchise authorities, and it would be difficult or
impossible for us or our cable partners to operate under a unified set of
franchise requirements.
- Third-party access. The FCC or local agencies could require our cable
partners to grant our competitors access to their cable systems. America
Online, MindSpring Enterprises, Inc., Consumers Union and other parties
have requested the FCC to require cable operators to provide Internet and
online service providers with unbundled access to their cable systems. If
we or our cable partners are classified as common carriers of Internet
services, or if the FCC otherwise requires third-party access to their
cable infrastructures, Internet and online service providers could
provide services over our cable partners' systems that compete with our
services. Our cable partners could also be subject to tariffs for the
amounts they could charge for our services.
In local government proceedings, Portland and Multnomah County, Oregon
have imposed third-party access requirements on TCI as a condition of its
merger with AT&T, and other municipalities such as Los Angeles are
considering imposing similar requirements. In June 1999, a U.S. District
Court upheld the third-party access requirement imposed on TCI by Portland
and Multnomah County. This decision has been appealed to the U.S. Court of
Appeals for the Ninth Circuit.
WE COULD FACE LIABILITY FOR DEFAMATORY OR INDECENT CONTENT
Claims could be made against Internet and online service providers under
both United States and foreign law for defamation, negligence, copyright or
trademark infringement, or other theories based on the nature and content of the
materials disseminated through their networks. Several private lawsuits seeking
to impose this liability are currently pending. In addition, legislation has
been proposed that imposes liability for or prohibits the transmission over the
Internet of indecent content. The imposition upon Internet and online service
providers of potential liability for information carried on or disseminated
through their systems could require us to implement measures to reduce our
exposure to this liability. This may require that we expend substantial
resources or discontinue service or product offerings. The increased attention
focused upon liability issues as a result of these lawsuits and legislative
proposals could impact the growth of Internet use. Furthermore, some foreign
governments, such as Germany, have enacted laws and regulations governing
content distributed over the Internet that are more strict than those currently
in place in the United States. One or more of these factors could significantly
harm our business.
RISKS RELATED TO OUR RELATIONSHIPS WITH OUR CABLE PARTNERS
Our agreements with our cable partners are complex. For a summary of some
of the key aspects of these agreements, you should refer to our annual report on
Form 10-K.
WE DEPEND ON OUR CABLE PARTNERS TO UPGRADE TO THE TWO-WAY CABLE INFRASTRUCTURE
NECESSARY TO SUPPORT THE @HOME SERVICE; THE AVAILABILITY AND TIMING OF THESE
UPGRADES ARE UNCERTAIN
Transmission of the @Home service and cable-based @Work services depends on
the availability of high-speed two-way hybrid fiber coaxial cable
infrastructure. However, only a
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portion of existing cable plant in the United States and in some international
markets has been upgraded to two-way hybrid fiber coaxial cable, and even less
is capable of high-speed two-way transmission. As of March 31, 1999,
approximately 25% of our North American cable partners' cable infrastructure is
capable of delivering the @Home service. Our cable partners have announced and
begun to implement major infrastructure investments in order to deploy two-way
hybrid fiber coaxial cable. However, these investments have placed a significant
strain on the financial, managerial, operating and other resources of our cable
partners, most of which are already highly leveraged. Therefore, these
infrastructure investments have been, and we expect will continue to be, subject
to change, delay or cancellation. Although our commercial success depends on the
successful and timely completion of these infrastructure upgrades, most of our
cable partners are under no obligation to upgrade systems or to introduce,
market or promote our services. The failure of our cable partners to complete
these upgrades in a timely and satisfactory manner, or at all, would prevent us
from delivering high-performance Internet services and would significantly harm
our business.
OUR CABLE PARTNERS ARE NOT GENERALLY OBLIGATED TO CARRY OUR SERVICES, AND THE
EXCLUSIVITY OBLIGATIONS THAT PREVENT THEM FROM CARRYING COMPETING SERVICES MAY
BE TERMINATED
Our cable partners are subject to exclusivity obligations that prohibit
them from obtaining high-speed, greater than 128 kilobits per second,
residential consumer Internet services from any source other than us. However,
most of our cable partners are under no affirmative obligation to carry any of
our services. Also, the exclusivity obligations of our principal cable partners,
TCI, Comcast, Cox and Cablevision, expire on June 4, 2002, and may be terminated
sooner under some circumstances, including:
- Our principal cable partners may terminate all their exclusivity
obligations upon a change in law that materially impairs some of their
rights.
- Comcast or Cox may terminate all exclusivity obligations of our principal
cable partners at any time if there is a change of control of TCI that
results within twelve months in the incumbent TCI directors no longer
constituting a majority of TCI's board. AT&T, TCI, Comcast and Cox have
agreed, however, that AT&T's acquisition of TCI did not constitute a
change of control under the terms of the original agreement.
- Cox or Comcast may terminate the exclusivity provisions of our principal
cable partners if AT&T and its affiliates do not meet @Home subscriber
penetration levels. On June 4, 1999, Cox had this right, but Cox waived
this right for 1999.
- Comcast may terminate its own exclusivity obligations if it allows us to
repurchase a portion of Comcast's equity interest in us. Comcast has
informed us that it has entered into an agreement with Microsoft
Corporation under which Microsoft can require Comcast to terminate its
exclusivity obligations.
In consideration for Cox's agreement to waive its right to terminate
exclusivity as of June 4, 1999, our board approved changes to our corporate
governance on April 16, 1999. Our stockholders approved these changes on May 28,
1999. These goverance changes generally require board action to be approved by a
majority of our board, including the board representatives of AT&T and either
Cox or Comcast. In addition, as further consideration for Cox's waiver, AT&T
agreed to increase its subscriber acquisition goals for the next twelve months
above its current goal for that period.
If the exclusivity obligations of our cable partners are terminated, this
could significantly harm our business and cause an immediate drop in our stock
price.
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WE ARE CONTROLLED BY TCI AND AT&T
TCI controls approximately 58% of our voting power. AT&T owns TCI and
therefore controls us. Currently, four of our eleven directors are directors,
officers or employees of TCI, AT&T or its affiliates. TCI currently owns all
outstanding shares of our Series B common stock, 30,800,000 shares, each of
which carries ten votes per share. This Series B common stock ownership gives
TCI the right to elect five Series B directors, one of which is designated by
Comcast and one of which is designated by Cox. So as long as TCI owns at least
15,400,000 shares of our Series B common stock and holds a majority of our
voting power, our board may take action only if approved by the board and by at
least 75%, or four of the five, of our Series B directors. As a result,
corporate actions generally require the approval of TCI's three Series B
directors and one, or in some cases both, of the directors designated by Comcast
and Cox. Therefore, Comcast and Cox, acting together, may veto any board action.
Notwithstanding these provisions, all of our directors owe fiduciary duties to
our stockholders.
WE DEPEND ON TCG FOR LOCAL TELECOMMUNICATIONS SERVICES FOR OUR @WORK SERVICES
We depend on TCG, which is owned by AT&T, to provide local
telecommunications services and co-location within TCG's facilities on favorable
economic terms. This relationship enables us to provide @Work services to an
entire metropolitan area in which TCG has facilities. If we were required to
obtain comparable telecommunications services from local exchange carriers, we
would effectively be limited to providing @Work services to commercial customers
within a ten-mile radius of one of our points of presence. As a result, we would
be required to build multiple points of presence to service an entire
metropolitan area, which would substantially increase our capital costs to enter
new markets and which could make market entry uneconomical. If we were required
to pay standard local exchange carrier rates, the ongoing operating costs for
our @Work services would be substantially higher. The loss of our strategic
relationship with TCG would significantly harm our ability to deploy our @Work
services. In addition, TCG has acquired a provider of Internet-related services
to businesses and corporate customers and will compete directly with the @Work
Internet service. To the extent TCG acquires or enters into strategic
relationships with other Internet service providers, TCG may reduce its support
of the @Work services. Although there are alternative suppliers for TCG's
services, it could take a significant period of time for us to establish similar
relationships, and equivalent terms might not be available.
WE MAY FACE ADDITIONAL COMPETITION FROM AT&T
AT&T operates businesses that could compete with our services,
notwithstanding any exclusivity obligations that may apply to it due to its
ownership of TCI:
- AT&T operates a consumer Internet service known as AT&T WorldNet.
Although AT&T WorldNet is currently a telephone dial-up service that does
not utilize broadband technologies, AT&T may be able to use
non-cable-based data transport mechanisms to offer high-speed residential
Internet services that compete with the @Home service.
- AT&T owns TCG, which operates an Internet service for business customers
that competes with the @Work service. The @Work business depends to a
significant extent on our agreement with TCG for local access
telecommunications services. If TCG ceases to cooperate with us, our
@Work business would be harmed. Because the @Work business is not subject
to the cable partners' exclusivity obligations, AT&T or TCG are not
limited in their ability to compete with the @Work business.
- AT&T and Time Warner have announced the formation of a significant
strategic relationship that will include a joint venture to offer
AT&T-branded cable telephony service to
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residential and small business customers over Time Warner's existing
cable television systems in 33 states. The relationship between AT&T and
Time Warner could ultimately extend to other broadband services,
including cable Internet services, that compete with the @Home service.
AT&T may take actions that benefit TCG, WorldNet or other services of AT&T
or other parties to our detriment.
WARRANTS ISSUED TO OUR CABLE PARTNERS MAY RESULT IN ADDITIONAL DILUTION TO OUR
STOCKHOLDERS
We have entered into agreements with Cablevision Systems Corporation,
Rogers, Shaw and other cable partners under warrants to purchase a total of
46,213,444 shares of our Series A common stock were outstanding as of March 31,
1999. Under these agreements, warrants to purchase 20,863,180 shares of our
Series A common stock at an average price of $0.38 per share were exercisable as
of March 31, 1999. To the extent that these cable partners become eligible to
and choose to exercise their warrants, our stockholders would experience
substantial dilution. We also may issue additional stock, or warrants to
purchase stock, at prices less than fair market value in connection with efforts
to expand distribution of the @Home service.
RISKS ASSOCIATED WITH OUR ACQUISITION OF EXCITE AND EXCITE'S BUSINESS
WE FACE SEVERAL TRANSITORY RISKS ASSOCIATED WITH OUR ACQUISITION OF EXCITE
On May 28, 199, we acquired Excite, Inc. Although this transaction is
complete, the following risks associated with this acquisition remain:
- Our pro forma accounting for the merger may change pending a final
analysis of the fair values of the assets acquired and liabilities
assumed. The impact of these changes could be material to our future
operating results.
- We may encounter substantial difficulties, costs and delays associated
with integrating the operations of our companies. This process may
disrupt our business if not completed in a timely and efficient manner.
- The present and potential relationships of us and Excite with sponsors,
content providers, advertisers, users and subscribers may be harmed by
the proposed merger.
- We and Excite may lose the right to use intellectual property or other
contractual rights if we or Excite cannot obtain third party consent,
waiver or approval of the proposed merger where required under existing
agreements.
- The merger may result in conflicts associated with exclusive rights that
both we and Excite have granted to third parties with regard to content,
sponsorship or other strategic relationships, and failure to resolve
these conflicts could harm our business.
EXCITE HAS NOT BEEN AND MAY NEVER BE PROFITABLE
Excite has incurred significant operating expenses since it was formed. As
of December 31, 1998, Excite had an accumulated deficit of $135.6 million.
Although Excite has had significant revenue growth in recent periods, it may not
be able to sustain this growth in future periods. Excite may never achieve
profitability.
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EXCITE COULD LOSE USERS, ADVERTISERS AND REVENUES TO ITS COMPETITORS
Excite competes with a number of companies both for users and advertisers,
and therefore for revenues. We expect this competition will intensify,
particularly because there are few barriers to entry in Excite's market.
Excite's competitors include:
- Web portal companies such as Infoseek's Go Network, Lycos, Netscape's
Netcenter and Yahoo!
- online service providers such as America Online and Microsoft's MSN
service
- large media companies such as CBS, NBC, Time-Warner and USA Networks,
Inc., who have announced initiatives to develop Web services or partner
with Web companies and
- providers of Web-based advertising solutions, including AdForce,
advertising management software, including NetGravity, Inc., advertising
supported content and traditional advertising media.
EXCITE DEPENDS ON SPONSORSHIP AGREEMENTS FOR REVENUES
Excite derived approximately 25% of its 1998 advertising revenues from
third parties to provide sponsored services and placements on Excite's Web
sites. These sponsorships typically last for a longer period of time than
traditional banner advertisement purchases. If these sponsorship arrangements do
not meet the advertisers' expectations as to new customers or increased sales or
brand awareness, the sponsors may not renew their arrangements with Excite. It
may also be difficult for Excite to obtain additional sponsors if potential new
sponsors compete with existing sponsors. If Excite does not renew its existing
sponsorships or obtain new sponsors, its business would be harmed.
EXCITE DEPENDS ON SEVERAL THIRD PARTY RELATIONSHIPS FOR USERS, ADVERTISERS AND
REVENUES
Excite depends on a number of third party relationships to provide users
and content for its services, including agreements for links to Excite's
services to be placed on high-traffic Web sites and agreements for third parties
to provide content, games and e-mail for Excite's Web sites. If these
relationships terminate and Excite is not able to replace them, it could lose
users or advertisers, and this could harm our revenues.
PRIVACY CONCERNS REGARDING THE USAGE OF DEMOGRAPHIC INFORMATION COULD PREVENT US
AND EXCITE FROM BENEFITING FROM SELLING TARGETED ADVERTISING
Due to privacy concerns regarding the usage of demographic information in
online advertising, some commentators and governmental bodies have suggested
limitations on technology that we and Excite use to deliver targeted advertising
and compile demographic information about users. Any reduction or limitation in
the use of this technology could result in lower advertising rates.
POTENTIAL LITIGATION WITH RESPECT TO INTELLECTUAL PROPERTY RIGHTS COULD HARM
EXCITE'S BUSINESS
Many parties, including competitors of Excite, are actively developing
search, indexing and related Internet technologies. Some of these parties have
taken steps to protect these technologies, and we believe that others will
follow. Therefore, we believe that disputes regarding the ownership of these
technologies are likely to arise in the future. We may not be able to defend any
litigation successfully. Even if successful, defending litigation may be costly
and may divert management resources.
12
<PAGE> 13
USE OF PROCEEDS
We will not receive any proceeds from sales of Series A common stock by the
selling stockholders under this prospectus.
DIVIDEND POLICY
We have never paid any cash dividends on our stock. We anticipate that we
will continue to retain any earnings for use in the operation of our business
and we do not currently intend to pay dividends.
13
<PAGE> 14
SELLING STOCKHOLDERS
The following table presents information with respect to the selling
stockholders and the shares of our Series A common stock that they may offer
under this prospectus. Each of the selling stockholders named below was formerly
a stockholder or warrant holder of Narrative who acquired their shares as a
result of our acquisition of Narrative. To our knowledge, none of the selling
stockholders has, or within the past three years has had, any position, office
or other material relationship with us or any of our predecessors or affiliates.
The term selling stockholders includes permitted transferees, such as
assignees by will or testimony. Furthermore, Greylock Equity Limited
Partnership, the Accel entities named below and the Carlyle Entities named below
are venture capital funds which may distribute their shares to their limited
partners. These limited partners may offer and sell shares under this prospectus
as long as the terms and conditions included in their rights agreement with us
are satisfied.
The share information provided in the table below is based on information
provided to us by each of the selling stockholders as of February 12, 1999. Each
of the selling stockholders is currently the beneficial owner of less than 1% of
our outstanding Series A common stock, based on 331,178,234 shares of Series A
common stock outstanding as of June 15, 1999. We calculated beneficial ownership
according to Rule 13d-3 of the Exchange Act as of this date. Under an escrow
agreement, a portion of each selling stockholder's shares is being held in
escrow. Although we list these shares as shares that may be offered in the table
below, these shares may only be offered and sold under this prospectus if and
when these shares are released from escrow and returned to the selling
stockholders. We may update, amend or supplement this prospectus from time to
time to update the disclosure in this section.
The selling stockholders may from time to time offer and sell any or all of
the shares under this prospectus. Because the selling stockholders are not
obligated to sell shares, and because selling stockholders may also acquire
publicly traded shares of our Series A common stock, we cannot estimate how many
shares each selling stockholder will beneficially own after this offering.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES THAT
OWNED BEFORE MAY BE
NAME THE OFFERING OFFERED
---- ------------------- -----------
<S> <C> <C>
Greylock Equity Limited Partnership(1)............ 681,384 605,260
Hilmi Ozguc(2).................................... 427,036 142,540
Scott A. Kliger(2)................................ 427,036 142,540
Accel V L.P.(3)(4)................................ 253,326 253,326
Carlyle Venture Partners L.P.(5).................. 231,652 231,652
John B. Landry(6)................................. 140,394 140,394
Allison Parker(7)................................. 111,228 111,228
Accel Internet/Strategic Technology Fund
L.P.(3)(8)...................................... 33,944 33,944
Carlyle U.S. Venture Partners L.P.(5)............. 15,722 15,722
Carlyle Venture Coinvestment L.L.C.(5)(13)........ 18,638 18,638
Accel Investors '96 L.P.(3)(10)................... 15,086 15,086
Ellmore C. Patterson Partners(3).................. 6,914 6,914
Jamie L. Bertasi(2)............................... 5,516 1,842
Accel Keiretsu V L.P.(3)(11)...................... 5,028 5,028
Silicon Valley Bank(12)........................... 3,552 3,552
Grant Schneider(13)(14)........................... 3,308 1,456
Alexandra Trevelyan(13)(14)....................... 3,308 2,482
</TABLE>
14
<PAGE> 15
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES THAT
OWNED BEFORE MAY BE
NAME THE OFFERING OFFERED
---- ------------------- -----------
<S> <C> <C>
Patrick W. O'Brien(13)............................ 2,896 2,896
John Puopolo(13).................................. 2,234 2,234
Jim Coloprisco(13)................................ 1,640 1,640
Joanne Bryce(2)................................... 1,548 1,548
David White(13)................................... 1,434 1,434
Paul Santinelli(13)............................... 1,378 1,378
Nancy Wilson(13).................................. 1,244 1,244
Cathy Fielding(13)(15)............................ 910 910
Sarah Groark(13).................................. 692 692
Carma Makarewicz(2)(14)........................... 328 274
Wei-Meng Chee(13)................................. 276 276
Lauren Chatham(13)................................ 274 274
Mike Kopel(13).................................... 274 274
Mike Trinkala(13)................................. 198 198
========= =======
</TABLE>
- ---------------
(1) After the date of this prospectus, Greylock Equity Limited Partnership may
distribute its shares of our Series A common stock to:
- Henry F. McCance
- McCance Family Limited Partnership
- Howard E. Cox, Jr.
- David N. Strohm
- William W. Helman
- William S. Kaiser
- Roger L. Evans
- Mary H. Murphy
- Barbara P. Murray
- Oneonta Properties
- Sherman Fairchild Foundation, Inc.
- Alexander Ventures -- 83, which may distribute its shares to the
following individuals:
-- Helen C. Alexander
-- Emory A. Hamilton
-- John D. Alexander, Jr.
-- Caroline R. Alexander
-- Henrietta A. George
-- Dorothy A. Matz
-- Thomas W. Keesee, Jr.
- Ashbourne Partners III Limited Partnership
- CLJ Partnership I, which may distribute its shares to the following
individuals and entities:
-- Henry H. Corning
-- Key Trust Company of Ohio, N.A., Theodore T. Jones and Latham W.
Murfey, III, Trustees of Trust for the benefit of Alison C. Jones
under agreement established by Edith W. Corning dated 7/25/46 as
amended
15
<PAGE> 16
-- Key Trust Company of Ohio, N.A., Edson Spencer, Jr. and David
Warshawsky, Trustees of Trust for the benefit of Samuel D. Long
under agreement established by Edith W. Corning dated 7/25/46 as
amended
-- Key Trust Company of Ohio, N.A., Edson Spencer, Jr. and David
Warshawsky Trustees of Trust for the benefit of Maud-Alison Long
under agreement established by Edith W. Corning dated 7/25/46 as
amended
-- Key Trust Company of Ohio, N.A., Edson Spencer, Jr. and David
Warshawsky Trustees of Trust for the benefit of Henry H. Corning
under agreement established by Edith W. Corning dated 7/25/46 as
amended
- Dartmouth College
- Field Venture Partners
- Gothic Corporation
- Greylock Founders 1994 L.P., which may distribute its shares to the
following individuals and entities:
-- Poduska Family Limited Partnership TLP
-- The Northern Trust Company, Trustee of The Daisy Trust
-- Michael J. Birck
-- Robert E. Cook
-- Gabriel Schmergel
-- John W. Brown Trust
-- Thomas H. Bruggere
-- Peter Preuss
-- Grossman Family Partnership or its nominee Saturn & Co.
-- William C. O'Neil, Jr.
-- Curt A. Rawley
-- William J. Warner
-- John M. Connolly
-- Mone Anathan, III
-- Samuel J. Gerson
-- Ronald J. Friedsam
-- David C. Mahoney
-- Tadeusz Witkowicz
-- James A. Perakis
-- Joshua Boger
-- Malcolm L. Gefter
-- Dirk I. Gates
-- Goel Family Partnership
-- Safi U. Qureshey, Trustee of Safi U. Qureshey Family Trust dated
5/21/84
-- William M. Gibson
-- Alexander V. d'Arbeloff
-- Irwin F. Smith
-- Donald K. Miller
- Hill & Co. for Saltonstall & Co., which may distribute its shares to the
following individuals and entity:
-- Robert A. Lawrence
-- Hill and Company
-- Neil L. Thompson
- PH Investments LLC
16
<PAGE> 17
- Kingsbury Partners II, which may distribute its shares to the following
enties:
-- Frechette Fund, Inc.
-- PCW Fund, Inc.
-- Scaup & Co.
- Massachusetts Institute of Technology
- Edward H. Ladd, Trustee under agreement dated 12/15/78 or its nominee,
Freya Fanning & Co.
- M-C Partners I Limited Partnership or its nominees, A. A. Welsh & Co. and
Atwell & Co.
- Fleet National Bank, Trustee of Orchard Trust under agreement dated 5/1/73
- Phemus Corporation
- Polk-Lillard Limited Partnership, which may distribute its shares to the
following entities:
-- John Lillard Family LP
-- Lillard Partners
-- Louis F. Polk, Jr. Marital Trust
-- Louis F. Polk, Jr., Trustee of Louis F. Polk, Sr. Rev. Trust dated
1/22/69
-- Paula P. Lillard, Trustee of Louis F. Polk, Sr. Rev Trust dated
1/22/69
-- Polk Family Partnership
- Board of Trustees of Leland Stanford Junior University
- Standish Ventures III Limited Partnership
- TB III Limited Partnership, which may distribute its shares to the
following individuals and entities:
-- Julia L. Thorne Trust under agreement dated 9/29/65
-- Edwin Thorne Sole Trustee
-- Wink Thorne
-- Edwin Thorne
-- Benjamin Thorne
-- Snowball Trust
-- Jennifer Hislop
-- Brinkley S. Thorne
-- Gordon G. Thorne
- Walker Investors, which may distribute its shares to the following
individuals and entities:
-- Brooks Walker, Jr.
-- Brooks Walker, Jr. Trustee of M.K. Walker Trust dated 9/1/89
-- Wellington S. Henderson, Trustee of Welling S. Henderson, Jr.
Revocable Trust dated 3/9/93
-- Harriett W. Henderson Trust under agreement dated 8/14/73 for the
benefit of Charles C. Henderson
-- Brooks Walker III, Trustee of Walker Trust dated 12/24/74 for the
benefit of Kirby Walker
-- Brooks Walker III, Trustee of Walker Trust dated 12/24/74 for the
benefit of Leslie Walker
-- Brooks Walker III, Trustee of Walker Trust dated 12/24/74 for the
benefit of Brooks Walker III
-- Harriett W. Henderson Trust under agreement dated 8/14/73 for the
benefit of James A. Henderson
-- Harriett W. Henderson Trust under agreement dated 8/14/73 for the
benefit of Joan H. Henderson
17
<PAGE> 18
-- Harriett W. Henderson Trust under agreement dated 8/14/73 for the
benefit of Elena D. Henderson
-- Harriett W. Henderson Trust under agreement dated 8/14/73 for the
benefit of Mark W. Henderson
-- Ann M. Hatch Revocable Trust No. 2
-- Richard Greene Trust for the benefit of Francis Timothy Hatch
- Winthrop Ventures & Co., which may distribute its shares to the following
individuals and entities:
-- Susanna B. Place, Trustee SMBP Trust under agreement dated 2/28/85
-- David Ayer
-- William Elfers
-- Essex Equity Limited Partnership V
-- Frederick H. Bruenner
-- David E. Place
-- Richard M. Place, Daniel S. Gregory and Richard N. Hoehn, Trustees,
under instrument Place/Greylock Trust dated 12/27/78
-- Roger L. Evans
-- Stephen Bochner, Trustee Evans Children's Trust under agreement
dated 12/20/93
-- Arthur Hughes, Trustee under instrument dated 2/2/94 Helman
Children's Trust for the benefit of Beatrice Page Helman
-- Arthur Hughes, Trustee under instrument dated 2/2/94 Helman
Children's Trust for the benefit of William Wilson Helman V
-- Robert N. Shapiro, Trustee of Robert P. Henderson 1994 Irrevocable
Trust dated 1/19/94
-- Elizabeth McCance
-- Thomas McCance, Jr. and Keith Jennings, Trustees under agreement
dated 11/26/76 for the benefit of Ellen L. McCance
-- Henry F. McCance, Allison J. McCance and Keith S. Jennings under
instrument dated 12/22/93 Trustees of McCance Family Trust for the
benefit of Ellen Lee McCance
-- Henry F. McCance, Allison J. McCance and Keith S. Jennings under
instrument dated 12/22/93 Trustees of McCance Family Trust for the
benefit of Elizabeth Ferguson McCance
-- Daniel Moseley, Trustee under agreement with Blodgett 1989 Family
Trust
-- John B. Jessup, Trustee of Julia Thorne Trust dated 9/29/65
-- William S. Kaiser
-- Charles and Angela Waite
-- Thomas J. Watson, III
-- Miriam A. Gilpatric
- Yale University
(2) The selling stockholder is an employee of At Home, with address at: care of
At Home Corporation, 425 Broadway Street, Redwood City, California 94063.
(3) The selling stockholder is a limited partnership affiliated with Accel
Partners, with address at: care of Accel Partners, attn: Carter Sednaoui,
One Palmer Square, Princeton, New Jersey 08542.
(4) The selling stockholder is a limited partnership affiliated with The
Carlyle Group, with address at: care of The Carlyle Group, attn: Brian
Hayhurst, 1001 Pennsylvania Avenue, N.W., Washington, D.C. 20004-2505.
18
<PAGE> 19
(5) After the date of this prospectus, Accel V L.P. may distribute its share of
our Series A common stock to:
- Delaware Public Employees Retirement System
- Leeway & Co.
- State of Michigan
- Horsley-Bridge Fund IV, L.P.
- First Plaza Group Trust
- Southern California Edison Retirement Plan
- Los Angeles County Employees Retirement Association
- Nassau Capital Funds L.P.
- St. Paul Fire & Marine Insurance Company
- The Church Pension Fund
- Hancock Venture Partners IV-Partnership Fund L.P.
- Hewlett-Packard Deferred Profit Sharing & Retirement Plan
- Rocky Mountain Associates S.A.
- Fortenal Corporation
- Trustees of Amherst College
- Williams College
- U.S. West Pension Trust
- Trustees of Dartmouth College
- Nortrust Trustees Limited
- American Bible Society
- U.S. West Occupational Welfare Benefit Trust
- Accel V Holdings Limited
- Kubera L.L.C.
- Ellen M. Poss
- Accel V Associates L.L.C., which may distribute its shares to the
following individuals and entitites:
-- ACP Family Partnership, L.P.
-- Arthur C. Patterson
-- James R. Swartz
-- Swarz Family Partnership L.P.
-- James W. Breyer
-- The Breyer 1995 Trust Dated 10/4/95
-- Luke B. Evnin
-- Eugene D. Hill, III
-- G. Carter Sednaoui
-- Joseph P. Schoendorf
-- James R. Flach
-- J. Peter Wagner
(6) Mr. Landry is the former Chairman of Narrative.
(7) Ms. Parker is a former employee and co-founder of Narrative.
(8) After the date of this prospectus, Accel Internet/Strategic Technology Fund
L.P. may distribute its shares of our Series A common stock to:
- O.S. Capital USA, Inc.
- Telecom Italia
- Quark, Inc.
19
<PAGE> 20
- CSK Corporation
- NEC USA, Inc.
- Technology Venture Associates, IV
- CSK Venture Capital Co., Ltd.
- Misys Holdings Ltd.
- Arthur Marks & Nancy Casey
- Esther & Heinrich Baumann
- Accel Internet/Strategic Technology Fund Associates L.L.C., which may
distribute its shares to the following individuals and entities:
-- ACP Family Partnership, L.P.
-- Arthur C. Patterson
-- James W. Breyer
-- James R. Swartz
-- Swarz Family Partnership L.P.
-- Luke B. Evnin
-- Eugene D. Hill, III
-- G. Carter Sednaoui
-- Joseph P. Schoendorf
-- James R. Flach
-- J. Peter Wagner
(9) After the date of this prospectus, Carlyle Venture Coinvestment L.L.C. may
distribute its shares of our Series A common stock to:
- Allan M. Holt
- Brian Bailey
- Brian Hayhurst
- Brooke Coburn
- Cammack Holdings Corporation
- David Henderson
- David W. Dupree
- Edward J. Mathias
- Frank C. Carlucci
- Frontier Ventures Corporation
- Harry L. Alverson
- James A. Baker, III
- Jerome H. Powell
- J. Mitchell Reese
- Orange Crimson Holdings Corporation
- Ryan Schwarz
- Stupar Holdings Corporation
- Sulaiman S. Mamdani
(10) After the date of this prospectus, Accel Investors '96 L.P. may distribute
its shares of our Series A common stock to:
- John W. Partridge
- J. Peter Wagner
- Paul H. Klingenstein
- Donald A. Gooding
- James W. Breyer
- Breyer 1995 Trust
- Luke B. Evnin
20
<PAGE> 21
- Charlie Bass
- G. Carer Sednaoui
- Joseph P. Schoendorg
- James R. Flach
- Eugene D. Hill, III
- Arthur C. Patterson
- James R. Swartz
- Swartz Foundation Trust
- Swartz Family Partnership
(11) After the date of this prospectus, Accel Keiretsu V L.P. may distribute its
shares of our Series A common stock to:
- Eliot Wadsworth, II
- Frederick C. Hamilton
- Ugo A. Assi
- Denis A. Bovin
- Robert D. Brannon
- Daniel H. Case, III
- John C. Colligan
- Lawrence L. Garlick
- Norman E. Gaut
- Robert V. Gunderson, Jr.
- Robert C. Hawk
- Reese M. Jones
- John T. Kernan
- Alan B. Lefkof & Ann Gordon Lefkof as trustees of Lefkof Family Trust of
1992, as amended 2/14/95
- Edward M. Leonard
- Leslie Family Trust U/A 2/7/96
- Gilman G. Louie
- Roger McNamee
- Matthew D. Miller
- Joseph M. Schell
- David J. Schwartz
- John Sculley
- Les B. Strauss
- R.H. Williams
- Zeiger Family Trust dated 8/20/96
- Richard L. Adams, Jr.
- John D. & Anne T. Beletic
- Berkman Associates, L.P.
- Bertelsen Family Trust Dated 12/2/88
- Urs Bieri
- George Borkow
- Thomas H. Byers
- Michael Caglarcan
- David J. Cardinal
- James A. Dorrian
- Lawrence N. Gelb
- Miles E. & Jamie E. Gilman
21
<PAGE> 22
- Robert Glaser
- Bruce Golden
- Joshua L. Green
- Martin P. Haeberli
- Eric Hahn
- Peter Hirschberg
- Livingston Johnson
- Bradford C. Koenig
- Mel S. Lavitt
- Jonathan D. Lazarus
- Carl Ledbetter
- Daniel C. Lynch
- Harvey C. Jones
- Paul Matteucci
- Michael G. McCaffery
- Patrick J. McGovern
- John E. McNulty
- Stanley J. Meresman
- Nobuo Mii
- The Avram Miller Trust
- Arnold Milstein, M.D.
- Paula A. Morgan
- Peter & Sheryl Neupert
- Nicolas Nierenberg
- Michael D. O'Dell
- ONABRU Ltd.
- Francois-Michel Ormond
- Jeffrey S. Osborn
- Daniel Rosen & Claudia J. Niles
- Jeffrey J. Rothschild
- Eric Schmidt
- Richard A. Shaffer
- John Sidgmore
- Michael Skok
- Joseph Squarzini, Jr.
- Alan Taffel
- Tepper Family Trust dated 12/6/96
- Leslie L. & Judy K. Vadasz Trust dated 8/30/73
- Gary S. Velasquez
- Peter N. Vicars
- Steven D. Whiteman
- Michael A. Wolf
- Robert D. Ziff
- Mauna Lani Partners
- Richard C. Spalding
- James R. Gagnard
- VLG Investments 1996
- Dave A. Mahler, AKA David A. Mahler, and Alette J. Mahler Trustees, or
successor(s) under the Mahler 1995 Rev. Trust Agmt. Dtd. 11/17/95
- Accel Keiretsu V Associates L.L.C.
22
<PAGE> 23
(12) Silicon Valley Bank is currently a lender to At Home. Its address is care
of Silicon Valley Bancshares, attn: David Jaques, 3003 Tasman Drive
(HG100), Santa Clara, California 95054.
(13) The selling stockholder formerly had an employment relationship with
Narrative.
(14) The selling stockholder's beneficial ownership includes shares subject to
options that were exercisable as of April 14, 1999.
(15) Up to 124 of the shares of our Series A common stock listed as beneficially
owned by Ms. Fielding may instead by sold by James Fielding.
23
<PAGE> 24
PLAN OF DISTRIBUTION
The selling stockholders will be offering and selling all shares offered
and sold under this prospectus. We will not receive any of the proceeds of the
sales of these shares. In connection with our acquisition of Narrative, we
entered into a rights agreement dated December 30, 1998 with all of the selling
stockholders. Shares may only be offered or sold under this prospectus under the
terms of the rights agreement. However, selling stockholders may resell all or a
portion of their shares in open market transactions in reliance upon Rule 144
under the Securities Act, provided they meet the criteria and conform to the
requirements of this rule. Shares may only be offered or sold under this
prospectus during the normal quarterly trading windows specified by our insider
trading policy. Each trading window typically begins on the third trading day
after we publicly report our operating results for the previous calendar quarter
and ends on the last day of the second month of each respective calendar quarter
(February, May, August and November).
Who may sell and applicable restrictions. The shares may be sold directly
by the selling stockholders from time to time. The selling stockholders may
decide not to sell any of the shares offered under this prospectus, and selling
stockholders could transfer, devise or gift these shares by other means.
Alternatively, the selling stockholders may from time to time offer the
shares through brokers, dealers or agents that may receive compensation in the
form of discounts, concessions or commissions from the selling stockholders
and/or the purchasers of the shares for whom they may act as agent. In effecting
sales, broker-dealers that are engaged by the selling stockholders may arrange
for other broker-dealers to participate. The selling stockholders and any
brokers, dealers or agents who participate in the distribution of the shares may
be deemed to be underwriters. Any profit on the sale of the shares by them and
any discounts, commissions or concessions received by any broker, dealer or
agent might be deemed to be underwriting discounts and commissions under the
Securities Act. To the extent the selling stockholders may be deemed to be
underwriters, the selling stockholders may be subject to statutory liabilities,
including, but not limited to, Sections 11, 12 and 17 of the Securities Act and
Rule 10b-5 under the Exchange Act.
Shares that may not be sold under this prospectus. Under an escrow
agreement dated December 30, 1998, we will hold in escrow a total of
approximately 134,647 shares that are beneficially owned by the selling
stockholders until no later than March 31, 2000. Subject to limited exceptions,
these shares may not be sold or transferred without our consent.
Selling stockholders who are designated as key employees in the rights
agreement are restricted from disposing of their shares until December 30, 2001,
except that:
- each key employee may currently dispose of up to 25% of his restricted
shares
- each key employee may dispose of up to another 25% of his restricted
shares on and after December 30, 1999 if he is still employed by us on
that date and
- each key employee may dispose of his remaining restricted shares on and
after December 30, 2000 if he is still employed by us on that date.
Each key employee may only offer or sell 25% of his restricted shares under this
prospectus.
24
<PAGE> 25
Prospectus delivery. Because selling stockholders may be deemed to be
underwriters within the meaning of Section 2(11) of the Securities Act, they
will be subject to the prospectus delivery requirements of the Securities Act.
At any time a particular offer of the shares is made, a revised prospectus or
prospectus supplement, if required, will be distributed which will disclose:
- the name of the selling stockholder and of any participating
underwriters, broker-dealers or agents
- the aggregate amount and type of shares being offered
- the price at which the shares were sold and other material terms of the
offering
- any discounts, commissions, concessions and other items constituting
compensation from the selling stockholders and any discounts, commissions
or concessions allowed or paid to dealers and
- that the participating broker-dealers did not conduct any investigation
to verify the information in this prospectus or incorporated by reference
in this prospectus.
The prospectus supplement or a post-effective amendment will be filed with the
Securities and Exchange Commission to reflect the disclosure of additional
information with respect to the distribution of the shares. In addition, if we
receive notice from a selling stockholder that a donee or pledgee intends to
sell more than 500 shares, a supplement to this prospectus will be filed.
Manner of sales. The selling stockholders will act independently from us in
making decisions with respect to the timing, manner and size of each sale. Sales
may be made over the Nasdaq National Market or the over-the-counter market. The
shares may be sold at then prevailing market prices, at prices related to
prevailing market prices or at negotiated prices. The shares may be sold
according to one or more of the following methods:
- a block trade in which the involved broker or dealer will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction
- purchases by a broker or dealer as principal and resale by the broker or
dealer for its account as allowed under this prospectus
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers
- an exchange distribution under the rules of the exchange
- face-to-face transactions between sellers and purchasers without a
broker-dealer and
- by writing options.
SOME PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF OUR SERIES A COMMON STOCK,
INCLUDING THE ENTRY OF STABILIZING BIDS OR SYNDICATE COVERING TRANSACTIONS OR
THE IMPOSITION OF PENALTY BIDS. The selling stockholders and any other person
participating in a distribution will be subject to applicable provisions of the
Exchange Act and its rules and regulations, including Regulation M. This
regulation may limit the timing of purchases and sales of any of the shares by
the selling stockholders and any other person. The anti-manipulation rules under
the Exchange Act may apply to sales of shares in the market and to the
activities of the selling stockholders and their affiliates. Furthermore,
Regulation M of the Exchange Act may restrict the ability of any person engaged
in the distribution of the shares to engage in market-making activities with
respect to the particular shares being distributed for a period of up to five
business days before the distribution. All of the foregoing may affect the
marketability of the shares and the ability of any person or entity to engage in
market-making activities with respect to the shares.
25
<PAGE> 26
Hedging and other transactions with broker-dealers. In connection with
distributions of the shares, the selling stockholders may enter into hedging
transactions with broker-dealers. In connection with these transactions,
broker-dealers may engage in short sales of the registered shares in the course
of hedging the positions they assume with selling stockholders. The selling
stockholders may also sell shares short and redeliver the shares to close out
their short positions. The selling stockholders may also enter into option or
other transactions with broker-dealers which require the delivery to the
broker-dealer of the registered shares. The broker-dealer may then resell or
transfer these shares under this prospectus. A selling stockholder may also loan
or pledge the registered shares to a broker-dealer and the broker-dealer may
sell the shares so loaned or, upon a default, the broker-dealer may effect sales
of the pledged shares under this prospectus.
Expenses associated with registration. We have agreed to pay the expenses
of registering the shares under the Securities Act, including registration and
filing fees, printing expenses, administrative expenses and legal and accounting
fees. Each of the selling stockholders will bear its pro rata share of all
discounts, commissions or other amounts payable to underwriters, dealers or
agents as well as fees and disbursements for legal counsel retained by any
selling stockholder.
Indemnification. In the rights agreement, we and the selling stockholders
have agreed to indemnify each other and other specified persons against some
liabilities in connection with the offering of the shares, including liabilities
arising under the Securities Act. The selling stockholders may also agree to
indemnify any broker-dealer or agent that participates in transactions involving
sales of the shares against some liabilities, including liabilities arising
under the Securities Act. In addition, Carlyle Venture Coinvestment LLC and
Greylock Equity Limited Partnership have each agreed to indemnify us against
some liabilities, including liabilities arising under the Securities Act,
related to information about selling stockholders that was provided by each of
these two parties.
Suspension of this offering. We may suspend the use of this prospectus if
we learn of any event that causes this prospectus to include an untrue statement
of a material fact or omits to state a material fact required to be stated in
the prospectus or necessary to make the statements in the prospectus not
misleading in the light of the circumstances then existing. If this type of
event occurs, a prospectus supplement or post-effective amendment, if required,
will be distributed to each selling stockholder. Each selling stockholder has
agreed not to trade shares from the time the selling stockholder receives notice
from us of this type of event until the selling stockholder receives a
prospectus supplement or amendment. This time period will not exceed five
trading days in any one instance.
Termination of this offering. The rights agreement requires that we use
commercially reasonable efforts to keep the registration statement effective
until December 30, 1999, or later in limited circumstances. Therefore, this
offering will terminate on the earlier of: (1) the expiration of this period, or
(2) the date on which all shares offered under this prospectus have been sold by
the selling stockholders.
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LEGAL MATTERS
Fenwick & West LLP, Palo Alto, California provided us with an opinion as to
the legality of the shares of Series A common stock being offered and sold under
this prospectus.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended December 31, 1998, as amended, as presented in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements are incorporated by reference in reliance on
the report of Ernst & Young LLP given on their authority as experts in
accounting and auditing.
The financial statements of Narrative incorporated in this prospectus by
reference to the audited historical financial statements included as Exhibit
99.01 of our Form 8-K/A filed on February 18, 1999 have been incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on their authority as experts in auditing and accounting.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act relating
to future events or financial results. These statements include statements
indicating that we believe, we expect or we anticipate that events may occur or
trends may continue, and similar statements relating to future events or
financial results. These forward-looking statements are subject to material
risks and uncertainties as indicated under the caption "Risk Factors." Actual
results could vary materially as a result of a number of factors including those
disclosed in "Risk Factors" and elsewhere in this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
The following documents that we have filed with the Securities and Exchange
Commission are incorporated into this prospectus by reference:
- the registration statement on Form S-3 of which this prospectus is a
part, and the exhibits and schedules filed with the registration
statement and incorporated into the registration statement by reference
- our annual report on Form 10-K for the year ended December 31, 1998, as
amended on March 31, 1999 and on April 27, 1999
- the registration of our Series A common stock on Form 8-A filed on June
13, 1997
- all other reports filed under Section 13(a) or 15(d) of the Exchange Act
since December 31, 1998, including: (1) our quarterly reports on Form
10-Q for the quarters ended March 31, June 30 and September 30, 1998,
each as amended on February 8, 1999; (2) our quarterly report on Form
10-Q for quarter ended March 31, 1999; (3) our current report on Form 8-K
filed on January 14, 1999, as amended on February 19, 1999; (4) our two
current reports on Form 8-K filed on January 21, 1999; (5) our current
report on Form 8-K filed on February 19, 1999; (6) our current report on
Form 8-K filed on April 8, 1999; and (7) our current report on Form 8-K
filed on June 14, 1999 and
- all other information that we file with the Commission under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
prospectus and before the termination of this offering.
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To the extent that any statement in this prospectus is inconsistent with
any statement that is incorporated by reference, the statement in this
prospectus shall control. The incorporated statement shall not be deemed, except
as modified or superceded, to constitute a part of this prospectus or the
registration statement.
Because we are subject to the informational requirements of the Exchange
Act, we file reports and other information with the Commission. Reports,
registration statements, proxy and information statements and other information
that we have filed can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain copies of this material from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at rates prescribed by the Commission. The public may obtain information
on the operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. The Commission also maintains a World Wide Web site that
contains reports, proxy and information statements and other information that is
filed electronically with the Commission. This web site can be accessed at
http://www.sec.gov.
We have filed with the Commission a registration statement on Form S-3
under the Securities Act with respect to the Series A common stock offered under
this prospectus. This prospectus does not contain all of the information in the
registration statement, parts of which we have omitted, as allowed under the
rules and regulations of the Commission. For further information with respect to
us and our Series A common stock, please refer to the registration statement.
Statements contained in this prospectus as to the contents of any contract or
other document are not necessarily complete and, in each instance, we refer you
to the copy of each contract or document filed as an exhibit to the registration
statement. Copies of the registration statement, including exhibits, may be
inspected without charge at the Commission's principal office in Washington,
D.C., and you may obtain copies from this office upon payment of the fees
prescribed by the Commission.
We will furnish without charge to each person to whom a copy of this
prospectus is delivered, upon written or oral request, a copy of the information
that has been incorporated by reference into this prospectus (except exhibits,
unless they are specifically incorporated by reference into this prospectus).
You should direct any requests for copies to At Home Corporation, 425 Broadway
Street, Redwood City, California 94063, Attention: David G. Pine, Vice President
and General Counsel, telephone: (650) 569-5000.
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LOGO
1,838,000 Shares of
Series A Common Stock
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PROSPECTUS
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY
STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IS
ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THIS PROSPECTUS.
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