SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
AT HOME CORPORATION
(Name of Issuer)
SERIES A COMMON STOCK
$.01 PAR VALUE
(Title of Class of Securities)
045919101
(CUSIP Number)
Stanley L. Wang, Esq.
Comcast Corporation
1500 Market Street
Philadelphia, Pennsylvania 19102-2148
(215) 665-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 28, 2000
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
---------
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following pages)
(Page 1 of 13 Pages)
<PAGE>
CUSIP No. 045919101 Page 2 of 13 Pages
13D
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Comcast Corporation
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF SHARES --------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 31,118,924
EACH REPORTING --------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
--------------------------------------------
10 SHARED DISPOSITIVE POWER
31,118,924
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
31,118,924
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
* Excludes shares held by other parties to the Stockholders' Agreement (see
Item 6 of the Schedule 13D filed on January 29, 1998).
<PAGE>
CUSIP No. 045919101 Page 3 of 13 Pages
13D
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Comcast Online Communications, Inc.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF SHARES --------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 29,114,600
EACH REPORTING --------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
--------------------------------------------
10 SHARED DISPOSITIVE POWER
29,114,600
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
29,114,600
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
* Excludes shares held by other parties to the Stockholders' Agreement (see
Item 6 of the Schedule 13D filed on January 29, 1998).
<PAGE>
CUSIP No. 045919101 Page 4 of 13 Pages
13D
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Comcast PC Investments Inc.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF SHARES --------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 29,114,600
EACH REPORTING --------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
--------------------------------------------
10 SHARED DISPOSITIVE POWER
29,114,600
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
29,114,600
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
* Excludes shares held by other parties to the Stockholders' Agreement (see
Item 6 of the Schedule 13D filed on January 29, 1998).
<PAGE>
This Amendment No. 1 amends the Report on Schedule 13D, originally filed
on January 29, 1998 (the "Schedule 13D") by Comcast Corporation ("Comcast"),
and relates to shares of Series A common stock, par value $0.01 per share (the
"Series A Common Stock"), of At Home Corporation, a Delaware corporation (the
"Company" or the "Issuer"). Pursuant to Rule 13d-3 under the Act, this
Amendment No. 1 also relates to the shares of Series A Common Stock issuable
upon exercise of certain warrants owned by certain subsidiaries of Comcast.
Capitalized terms used without definitions in this Amendment No. 1 shall have
the respective meanings ascribed to them in the Schedule 13D. References to
"herein" and "hereof" are references to the Schedule 13D, as amended by this
Amendment No. 1.
Item 1. Security and Background.
Item 1 of the Schedule 13D is hereby amended by adding the following to
the end thereof:
Based upon publicly available information, as of March 10, 2000 TCI was
converted from a corporation into a limited liability company and was renamed
AT&T Broadband, LLC. All references herein to TCI with respect to periods from
and after such date shall be deemed to be references to AT&T Broadband, LLC.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby replaced in its entirety as follows:
This report is being filed jointly by Comcast, a Pennsylvania corporation,
Comcast Online Communications, Inc. ("Comcast Online"), a Delaware corporation,
and Comcast PC Investments Inc. ("Comcast PC"), a Delaware corporation
(collectively, the "Reporting Persons"). Comcast PC owns 29,114,600 shares of
the Issuer. Comcast Online owns all of the issued and outstanding shares of
capital stock of Comcast PC, and Comcast owns all of the issued and outstanding
capital stock of Comcast Online. For purposes of Rule 13d-3 under the Act,
Comcast is the beneficial owner of an additional 2,004,324 shares of the issuer
based upon its ownership of Jones Intercable Inc. and Garden State Cablevision
L.P., which each hold warrants for shares of Series A Common Stock that are
currently exercisable for 819,268 shares of Series A Common Stock and 1,185,056
shares of Series A Common Stock, respectively.
Comcast is principally involved in three lines of business: (i)
cable-through the development, management and operation of broadband
communications networks, (ii) commerce through QVC, its electronic retailing
subsidiary, and (iii) content through its consolidated subsidiaries
Comcast-Spectator, Comcast SportsNet and E! Entertainment Television and
through its other programming investments, including the Golf Channel,
Speedvision and Outdoor Life. Comcast Online is principally involved in
internet communications. Comcast PC is a holding company.
Page 5 of 13
<PAGE>
Sural Corporation, a Delaware corporation ("Sural"), is the beneficial
owner of an aggregate of 9,581,288 shares of Comcast Class A Common Stock
("Class A Common Stock") (assuming the conversion of 9,444,375 shares of
Comcast Class B Common Stock ("Class B Common Stock") beneficially owned by
Sural into Class A Common Stock). Sural is the sole owner of the outstanding
Class B Common Stock, each share of which is entitled to 15 votes and is
convertible on a share-for-share basis into Class A Common Stock or Comcast
Class A Special Common Stock. Based upon the 24,939,080 shares of Class A
Common Stock outstanding as of February 29, 2000, and treating the 9,444,375
shares of Class B Common Stock held by Sural as outstanding shares of Class A
Common Stock pursuant to Rule 13d-3(d)(1)(i) of the Act, Sural is deemed to be
the beneficial owner of approximately 27.9% of the outstanding shares of Class
A Common Stock.
Brian L. Roberts, the President and a director of Comcast, has sole voting
power over stock representing a majority of voting power of all Sural stock.
Pursuant to Rule 13d-3 of the Act, Brian L. Roberts is deemed to be the
beneficial owner of the Class A Common Stock and the Class B Common Stock owned
by Sural. Brian L. Roberts is also the beneficial owner of an additional 1,356
shares of such stock owned by his wife, as to which shares he disclaims
beneficial ownership. As of February 29, 2000, the shares of Class A Common
Stock and Class B Common Stock owned by Sural constituted approximately 85% of
the voting power of the two classes of Comcast's voting Common Stock combined.
Based on the forgoing, Sural may be deemed to control Comcast and Brian L.
Roberts may be deemed to control Sural.
The principal business address of each of Comcast and Comcast Online is
1500 Market Street, Philadelphia, Pennsylvania 19102-2148. The principal
business address of each of Sural and Comcast PC is 1201 N. Market Street,
Wilmington, Delaware 19801.
Information concerning the executive officers and directors of Comcast,
Comcast Online, Comcast PC and the persons controlling Comcast, if any, is set
forth in Exhibit 99.1 to this statement. Unless otherwise set forth in Exhibit
99.1, each of such executive officers and directors is a citizen of the United
States. None of Comcast, Comcast Online, Comcast PC nor, to the best of their
knowledge, any person named in Exhibit 99.1 to this statement, during the last
five years (i) has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors); or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Page 6 of 13
<PAGE>
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby replaced in its entirety as follows:
On March 28, 2000, AT&T Corp., ("AT&T"), the Issuer, Comcast and Cox
Communications, Inc. ("Cox") entered into a Letter Agreement and related term
sheets (collectively, the "Letter Agreement") providing for a number of
transactions among or between those parties (collectively, the "Letter
Agreement Transactions"), including:
1. Cox and Comcast will waive most of their rights under the
Stockholders' Agreement, including the right to cause AT&T to vote
all of its shares of Series B Common Stock, par value $.01 per share
(the "Series B Common Stock") in favor of the election of one
designee of Comcast and one designee of Cox as a director of the
Issuer, and each of Comcast's and Cox's current designee on the
Issuer's board will resign.
2. The Issuer will extend and enhance its existing distribution
relationship with AT&T's cable subsidiaries through 2008, and will
extend and enhance its existing distribution relationship with
Comcast and Cox through 2006, subject to certain termination rights
of Comcast and Cox.
3. The Issuer will work with AT&T to deliver services to consumers via
advanced TV, narrowband initiatives and, subject to negotiation with
AT&T's Wireless Group, wireless services.
4. The Issuer's certificate of incorporation will be amended to increase
the number of authorized shares of Series B Common Stock, to provide
that the holders of the Series B Common Stock will be entitled to
elect a majority of the board of directors, and to eliminate all
super majority and unanimous board voting requirements.
5. Approximately 50 million shares of Series A Common Stock held by AT&T
will be converted into shares of Series B Common Stock.
6. AT&T will grant to each of Cox and Comcast the right to sell to AT&T
(the "Puts"), at any time between January 1, 2001, and June 4, 2002,
shares of Series A Common Stock having a value of up to
$1,397,500,800, in the case of Cox, and $1,500,152,640, in the case
of Comcast at the greater of $48 and the average closing market price
of the Series A Common Stock during the 15 days before and 15 days
after exercise of the applicable Put.
7. AT&T, Comcast and Cox will each receive warrants (collectively,
"Warrants") to purchase two shares of Common Stock (one of which will
be Series B Common Stock, in the case of AT&T) for each home passed
by their respective
Page 7 of 13
<PAGE>
cable systems. The vesting and exercisability of these Warrants are
subject to certain events, including the passage of time.
Completion of the Letter Agreement Transactions is subject to certain
conditions, including receipt of shareholder approval of the proposed
amendments to the Issuer's certificate of incorporation. It is expected that
the parties will negotiate definitive agreements providing for the Letter
Agreement Transactions; however, if such definitive documentation is not
complete with respect to any particular Letter Agreement Transaction within 90
days of March 28, 2000, then the terms set forth in the term sheet that forms a
part of the Letter Agreement will become the final and binding terms with
respect to such matter.
The foregoing description is qualified in its entirety by reference to the
text of the Letter Agreement (including the term sheets attached thereto) which
is filed as Exhibit 10.1 hereto and is hereby incorporated by reference herein
in its entirety.
If Comcast purchases shares of Common Stock under the Warrants, such
purchases will be funded from working capital or such other sources as Comcast
may deem appropriate.
At the completion of the Letter Agreement Transactions (but without giving
effect to the exercise of any Warrants or the Puts), AT&T will hold a majority
of the voting power of the Issuer and, by virtue of holding all of the
outstanding shares of Series B Common Stock, will be entitled to elect a
majority of the directors of the Issuer, and, other than as provided for under
applicable law, all actions of the Issuer board will be by simple majority
vote.
Neither the filing of this Report nor any of its contents shall be deemed
to constitute an admission that Comcast, Comcast Online, or Comcast PC is a
member of a "group" for purposes of Rule 13d-5 with any of the above-mentioned
persons, or that such "group" exists and Comcast, Comcast Online and Comcast PC
each expressly disclaim the existence, or membership in, any such "group" and
beneficial ownership of stock of the Issuer held by any of the above-mentioned
persons.
Except as otherwise disclosed in this Report, the Reporting Persons have
not made any decision concerning their course of action with respect to the
Issuer. The Reporting Persons could decide, depending on market and other
factors, to dispose of shares of the Issuer's Common Stock beneficially owned,
to acquire additional Common Stock or other equity securities of the Issuer, to
seek a strategic or other partner to share their interest in the Issuer or to
take any other available course of action (which could involve one or more of
the type of transactions, or have one or more of the results described in
subparagraphs (i) through (x) of the following paragraph. In this regard, the
Reporting Persons intend to continuously review their investment in the Issuer.
In reaching any conclusion as to its future course of action, the Reporting
Persons will take into consideration various factors, including without
limitation the Issuer's business and
Page 8 of 13
<PAGE>
financial condition and prospects, other developments concerning the Issuer and
the Reporting Persons, the effect of legal and regulatory requirements
applicable to the Issuer and the Reporting Persons, other business
opportunities available to the Reporting Persons, developments with respect to
the business of the Reporting Persons, developments in the cable television and
telecommunications industries generally, general economic conditions and stock
market conditions.
Except as set forth in this Report, neither any of the Reporting Persons
nor any of the executive officers or directors of the Reporting Persons has any
current plan or proposal which relates to or would result in: (i) any
acquisition by any person of additional securities of the Issuer, or any
disposition of securities of the Issuer; (ii) any extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (iii) any sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries; (iv) any change in
the present board of directors or management of the Issuer, including any plans
or proposals to change the number or term of directors or to fill any existing
vacancies on the board; (v) any material change in the present capitalization
or dividend policy of the Issuer; (vi) any other material change in the
Issuer's business or corporate structure; (vii) any changes in the Issuer's
charter, by-laws, or other instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person; (viii)
any delisting from a national securities exchange or any loss of authorization
for quotation in an inter-dealer quotation system of a registered national
securities association of a class of securities of the Issuer; (ix) any
termination of registration pursuant to section 12(g)(4) of the Act of a class
of equity securities of the Issuer; or (x) any action similar to any of those
enumerated above.
Item 5. Interest in Securities of the Issuer.
Parts (a) and (b) of Item 5 are hereby replaced in their entirety as
follows:
(a) Based upon information provided by the Issuer (which gives effect to a
two- for-one stock split that occurred on June 16, 1999), as of March 30, 2000,
there were outstanding 351,954,355 shares of Series A Common Stock, 30,800,000
shares of Series B Common Stock and 2,000,000 shares of Series K Common Stock.
Comcast currently beneficially owns 31,118,924 shares of Series A Common Stock
of which, it has the right to acquire 2,004,324 shares based on the exercise of
certain warrants by certain of its wholly-owned subsidiaries set forth in Item
2 above. As of the date hereof and assuming the conversion into Series A Common
Stock of all warrants for Series A Common Stock which Comcast has beneficial
ownership of under Rule 13d-3, Comcast beneficially owns an aggregate of
31,118,924 shares of Series A Common Stock, or approximately 8.8% of the shares
of Series A Common Stock deemed outstanding (assuming such exercise of the
warrants, but without giving effect to any conversion of shares of Series B
Common Stock or Series K Common Stock). Comcast Online and Comcast PC each
currently beneficially owns 29,114,600 shares of Series A Common Stock
constituting approximately 8.3% of the outstanding shares of Series A Common
Stock, (without
Page 9 of 13
<PAGE>
giving effect to any conversion of shares of Series B Common Stock or Series K
Common Stock).
(b) To the extent the Stockholders (as defined in Item 6 hereof) are
considered to be a "group" for purposes of Rule 13d-5 of the Act, each
Stockholder may be deemed to have shared voting and dispositive power over the
shares owned by each other Stockholder. To the best of Comcast's knowledge,
AT&T beneficially owns 94,520,000 share of Series A Common Stock, Cablevision
Systems Corporation ("Cablevision") beneficially owns 20,462,596 shares of
Series A Common Stock (represented by warrants to purchase such shares), Cox
beneficially owns 29,114,600 shares of Series A Common Stock and KPCB
beneficially owns no shares of Series A Common Stock. To the extent that AT&T,
Cablevision, Comcast, Cox and KPCB are considered to be a "group" for purposes
of this Schedule 13D, and assuming the conversion into Series A Common Stock of
all shares of Series B Common Stock beneficially owned by AT&T, and the
exercise by Cablevision of its warrants, such group would beneficially own an
aggregate of 175,350,376 shares of Series A Common Stock, or approximately
45.6% of all shares of Series A Common Stock deemed outstanding.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended by adding the following to
the beginning of the response:
Until the time that the Letter Agreement Transactions described in Item 4
above, are consummated (the response to Item 4 set forth above in this
Amendment No. 1 is hereby incorporated by reference herein) Comcast remains
subject to the Stockholders' Agreement and related agreements described in the
first four paragraphs of Item 4 of the Schedule 13D (the first four paragraphs
of Item 4 of the Schedule 13D are hereby incorporated by reference herein) as
well as the Voting Agreement, the Stockholders' Agreement, the Letter Agreement
(as defined in the Schedule 13D), the Registration Rights Agreement, and the
Company Charter, discussed below.
Item 7. Material to be Filed as Exhibits.
1. Letter Agreement and Term Sheets, dated March 28, 2000 among At Home
Corporation, AT&T Corp., Comcast Corporation and Cox Communications,
Inc.
2. Press Release, dated March 29, 2000.
3. Joint Filing Agreement, dated as of May 2, 2000, by and among
Comcast, Comcast Online and Comcast PC.
Page 10 of 13
<PAGE>
4. Executive Officers and Directors of Comcast, Comcast Online, Comcast
PC and Sural.
Page 11 of 13
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Comcast Corporation
Date: May 2, 2000 By: /s/ Arthur R. Block
---------------------------------
Name: Arthur R. Block
Title: Senior Vice President Law
Comcast Online Communications, Inc.
Date: May 2, 2000 By: /s/ Arthur R. Block
---------------------------------
Name: Arthur R. Block
Title: Senior Vice President Law
Comcast PC Investments Inc.
Date: May 2, 2000 By: /s/ Abram E. Patlove
---------------------------------
Name: Abram E. Patlove
Title: President
Page 12 of 13
<PAGE>
Index to Exhibits
Exhibit 10.1: Letter Agreement and Term Sheets, dated March 28, 2000 among
At Home Corporation, AT&T Corp., Comcast Corporation and
Cox Communications, Inc. (incorporated by reference to Exhibit 1
to Amendment No. 1 to the Statement on Schedule 13D of AT&T
Corp. (File No. 005-51925) filed on March 31, 2000.
Exhibit 10.2: Press release, dated March 29, 2000 (incorporated by reference
to Exhibit 2 to Amendment No. 1 to the Statement on Schedule 13D
of AT&T Corp. (File No. 005-51925) filed on March 31, 2000.
Exhibit 10.3: Joint Filing Agreement, dated as of May 2,
2000, by and among Comcast, Comcast Online and
Comcast PC.
Exhibit 99.1: Executive Officers and Directors of Comcast, Comcast Online,
Comcast PC and Sural.
Page 13 of 13
EXHIBIT 10.3
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including amendments thereto) with
respect to the Series A Common Stock, par value $0.01 per share, of At Home
Corporation, and that this Joint Filing Agreement be included as an Exhibit to
such joint filing.
This Joint Filing Agreement may be executed in one or more counterparts,
and each such counterpart shall be an original but all of which, taken
together, shall constitute but one and the same agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
this 2nd day of May, 2000.
Comcast Corporation
By: /s/ Arthur R. Block
-----------------------------------
Name: Arthur R. Block
Title: Senior Vice President Law
Comcast Online Communications, Inc.
By: /s/ Arthur R. Block
-----------------------------------
Name: Arthur R. Block
Title: Senior Vice President Law
Comcast PC Investments Inc.
By: /s/ Abram E. Patlove
-----------------------------------
Name: Abram E. Patlove
Title: President
EXHIBIT 99.1
Executive Officers and Directors of Comcast Corporation:
<TABLE>
Principal Business
Position with Principal Occupation in which such
Name Comcast Corporation and Business Address employment is conducted
- ---- ------------------- -------------------- -----------------------
<S> <C> <C> <C>
Ralph J. Roberts Executive Officer and Chairman of the Board of Ownership and operation of
Director Directors of Comcast cable television system
Corporation broadband communication
1500 Market Street services
Philadelphia, PA 19102
Julian A. Brodsky Executive Officer and Vice Chairman of the Board Ownership and operation
Director of Directors of Comcast of cable television system
Corporation broadband communication
1500 Market Street services
Philadelphia, PA 19102
Brian L. Roberts Executive Officer and President of Ownership and operation of
Director Comcast Corporation cable television system
1500 Market Street broadband communication
Philadelphia, PA 19102 services
John R. Alchin* Executive Officer Executive Vice President Ownership and operation of
and Treasurer of cable television system
Comcast Corporation broadband communication
1500 Market Street services
Philadelphia, PA 19102
Lawrence J. Salva Executive Officer Senior Vice President Ownership and operation of
and Chief Accounting cable television system
Officer of Comcast broadband communication
Corporation services
1500 Market Street
Philadelphia, PA 19102
Lawrence S. Smith Executive Officer Executive Vice President of Ownership and operation of
Comcast Corporation cable television system
1500 Market Street broadband communication
Philadelphia, PA 19102 services
Stanley L. Wang Executive Officer Executive Vice President, Ownership and operation of
Secretary and General cable television system
Counsel of broadband communication
Comcast Corporation services
1500 Market Street
Philadelphia, PA 19102
Gustave G. Amsterdam Director Retired
135 South 19th Street
Philadelphia, PA 19103
1
<PAGE>
Principal Business
Position with Principal Occupation in which such
Name Comcast Corporation and Business Address employment is conducted
- ---- ------------------- -------------------- -----------------------
<S> <C> <C> <C>
Sheldon M. Bonovitz Director Duane, Morris & Heckscher Law
One Liberty Place
Philadelphia, PA 19103
Joseph L. Castle, II Director Chairman, CEO and Energy business
Director of
Castle Energy Corporation
One Radnor Corporate
Center
Suite 250
Radnor, PA 19087
Bernard C. Watson Director Retired
473 Copper Beach Circle
Elking Park, PA 19027
Irving A. Wechsler Director Partner with Public accounting
Wechsler, Wolsh &
Associates
340 One Oliver Plaza
Pittsburgh, PA 15222
Anne Wexler Director Chairman of Consulting for government
The Wexler Group relations and public affairs
1317 F Street, NW
Washington, DC 20004
</TABLE>
- -----------
* Citizen of Australia
Shares of Series A Common Stock of Issuer Beneficially Owned
by Comcast Executive Officers and Directors
Number
Name of Shares
---- ---------
Ralph J. Roberts........................ 15,000
Julian A. Brodsky....................... 4,000
Brian L. Roberts........................ 2,500
John R. Alchin.......................... 2,000
Stanley L. Wang......................... 1,500
Irving A. Wechsler...................... 1,000
Each of the above person's holdings represent less than 1% of the
outstanding shares of Series A Common Stock.
2
<PAGE>
Executive Officers and Directors of Comcast PC Investments, Inc.:
<TABLE>
Principal Business
Position with Comcast Principal Occupation in which such
Name PC Investments Inc. and Business Address employment is conducted
- ---- --------------------- -------------------- -----------------------
<S> <C> <C> <C>
Judie M. Dionglay Executive Officer and Vice President Ownership and operator of
Director of Comcast PC cable television system
Investments, Inc. broadband communication
1201 N. Market Street services
Wilmington, DE 19801
Abram E. Patlove Executive Officer and President Ownership and operator of
Director of Comcast PC cable television system
Investments, Inc. broadband communication
1201 N. Market Street services
Wilmington, DE 19801
Rosemarie S. Teta Executive Officer Vice President Ownership and operator of
of Comcast PC cable television system
Investments, Inc. broadband communication
1201 N. Market Street services
Wilmington, DE 19801
</TABLE>
3
<PAGE>
Executive Officers and Directors of Comcast Online Communications, Inc.:
<TABLE>
Principal Business
Position with Comcast Principal Occupation in which such
Name Online Communications, Inc. and Business Address employment is conducted
- ---- --------------------------- -------------------- -----------------------
<S> <C> <C> <C>
John R. Alchin* Executive Officer Executive Vice President Ownership and operator of
and Treasurer cable television system
of Comcast Corporation broadband communication
1500 Market Street services
Philadelphia, PA 19102
Brian L. Roberts Executive Officer President Ownership and operator of
and Director of Comcast Corporation cable television system
1500 Market Street broadband communication
Philadelphia, PA 19102 services
Ralph J. Roberts Executive Officer Chairman of the Board of Ownership and operator of
and Director Directors cable television system
of Comcast Corporation broadband communication
1500 Market Street services
Philadelphia, PA 19102
Lawrence J. Salva Executive Officer Senior Vice President Ownership and operation of
and Chief Accounting cable television system
Officer of Comcast broadband communication
Corporation services
1500 Market Street
Philadelphia, PA 19102
Lawrence S. Smith Executive Officer Executive Vice President Ownership and operator of
and Director of Comcast Corporation cable television system
1500 Market Street broadband communication
Philadelphia, PA 19102 services
Stanley L. Wang Executive Officer Executive Vice President, Ownership and operator of
and Director Secretary and General cable television system
Counsel broadband communication
of Comcast Corporation services
1500 Market Street
Philadelphia, PA 19102
</TABLE>
- -----------
* Citizen of Australia
4
<PAGE>
Executive Officers and Directors of Sural Corporation:
<TABLE>
Principal Business
Position with Principal Occupation in which such
Name Sural Corporation and Business Address employment is conducted
- ---- ----------------- -------------------- -----------------------
<S> <C> <C> <C>
Ralph J. Roberts Executive Officer and Chairman of the Board of Ownership and operation of
Director Directors of cable television system
Comcast Corporation broadband communication
1500 Market Street services
Philadelphia, PA 19102
Suzanne F. Roberts Executive Officer and
Director
Brian L. Roberts Executive Officer and President of Ownership and operation of
Director Comcast Corporation cable television system
1500 Market Street broadband communication
Philadelphia, PA 19102 services
Julian A. Brodsky Executive Officer and Vice Chairman of the Board Ownership and operation of
Director of Directors of Comcast cable television system
Corporation broadband communication
1500 Market Street services
Philadelphia, PA 19102
</TABLE>
5
