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Exhibit 99.01
WRITTEN CONSENT OF THE STOCKHOLDERS OF POGO.COM INC.
a Delaware corporation
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 an Information Statement/Prospectus
(the "Information Statement") enclosed herewith which describes (1) the terms
and conditions of the Agreement and Plan of Merger, dated as of August 30,
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 ALL SHARES OF THE COMPANY'S STOCK HELD BY YOU WILL BE VOTED FOR THE
PROPOSAL, WHICH WILL HAVE THE EFFECT OF WAVING 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 NO LATER THAN DECEMBER 6,
2000.
