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Exhibit 99.02
WRITTEN CONSENT OF THE STOCKHOLDERS OF
POGO.COM INC.
a Delaware corporation
(Agreement and Plan of Merger, as amended)
In accordance with Section 228 of the Delaware General Corporation Law, the
undersigned, a stockholder of Pogo.com Inc., a Delaware corporation (the
"Company"), hereby consents to the following actions and approves the following
matters by written consent without a meeting, effective for all purposes as of
the date indicated below.
The undersigned has received and read a revised Information
Statement/Prospectus dated November 29, 2000 (the "Information Statement")
which describes (1) the terms and conditions of the Agreement and Plan of
Merger, dated as of August 30, 2000 and amended as of November 22, 2000, by and
among At Home Corporation, Pogo Acquisition Corp., the Company and the
Stockholder Agent (the "Merger Agreement"), the related escrow agreement (the
"Escrow Agreement"), the merger of the Company with and into Pogo Acquisition
Corp., with Pogo Acquisition Corp. continuing as the surviving corporation (the
"Merger") and the related transactions, and (2) the appointment of Erick
Hachenburg, as the stockholder agent, to execute the Escrow Agreement as agent
for the stockholders and to act on behalf of the stockholders with respect to
indemnification matters under the Escrow Agreement and with respect to
contingent payments under the Merger Agreement. The undersigned hereby votes
all shares of Common Stock and Preferred Stock of the Company held by the
undersigned on all matters described in the Information Statement, as follows:
.To approve and adopt the Merger Agreement;
.To approve and adopt the Escrow Agreement;
.To approve the Merger;
.To approve the appointment of Erick Hachenburg as the stockholder
agent; and
.To approve the transactions related to the Merger.
FOR [_] AGAINST [_]
Indicate your vote on the proposal by marking one of the boxes above. IF YOU
RETURN A SIGNED WRITTEN CONSENT BUT DO NOT SPECIFY A VOTE AGAINST THE PROPOSAL,
THEN THE SHARES REPRESENTED BY THIS WRITTEN CONSENT WILL BE VOTED FOR THE
PROPOSAL, WHICH WILL HAVE THE EFFECT OF WAIVING ANY APPRAISAL OR DISSENTERS'
RIGHTS YOU MAY HAVE.
STOCKHOLDER:
By: _________________________________
(Signature)
Name: _______________________________
(Please print or type name)
Title: ______________________________
Date: _______________________________
PLEASE FAX YOUR SIGNED WRITTEN CONSENT TO PAMELA SERGEEFF OF FENWICK & WEST LLP
USING THE ENCLOSED FACSIMILE COVER SHEET AND RETURN YOUR ORIGINAL SIGNED
WRITTEN CONSENT USING THE ENCLOSED RETURN ENVELOPE BY DECEMBER 14, 2000, IF
POSSIBLE, BUT NOT LATER THAN DECEMBER 29, 2000.
