SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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. 2)
AT HOME CORPORATION
(Name of Issuer)
SERIES A COMMON STOCK
$.01 PAR VALUE
(Title of Class of Securities)
045919101
(CUSIP Number)
Arthur R. Block, 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)
January 11, 2001
(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 [ ].
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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 9 Pages)
<PAGE>
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CUSIP No. 045919101 13D Page 2 of 9 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Comcast Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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7 SOLE VOTING POWER
NUMBER OF SHARES 0
BENEFICIALLY ------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 31,253,180
PERSON WITH ------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------------------------
10 SHARED DISPOSITIVE POWER
31,253,180
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
31,253,180
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
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14 TYPE OF REPORTING PERSON
CO
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* Excludes shares held by other parties to the Stockholders' Agreement
(see Item 6 of the Schedule 13D filed on January 29, 1998).
<PAGE>
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CUSIP No. 045919101 13D Page 3 of 9 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Comcast Online Communications, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY 29,114,600
OWNED BY ------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 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)
9.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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* Excludes shares held by other parties to the Stockholders' Agreement
(see Item 6 of the Schedule 13D filed on January 29, 1998).
<PAGE>
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CUSIP No. 045919101 13D Page 4 of 9 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Comcast PC Investments Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) |X|
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3 SEC USE ONLY
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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)
9.2%
--------------------------------------------------------------------------------
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. 2 amends the Report on Schedule 13D, originally filed
on January 29, 1998 as amended by Amendment No. 1 filed on May 2, 2000 (as
amended, 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. 2
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. 2 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.
2.
Item 1. Security and Issuer.
Item 1 of the Schedule 13D is hereby amended by deleting the second
paragraph thereof and replacing it with the following paragraph:
Under the Issuer's Fifth Amended and Restated Certificate of
Incorporation, as amended (the "@Home Charter"), holders of Series A Common
Stock are entitled to one vote for each share held, and holders of Series B
Common Stock are entitled to ten votes for each share held, on all matters
presented to stockholders, except as otherwise provided in the @Home Charter.
Each share of Series B Common Stock is convertible, at the option of the
holder, into one share of Series A Common Stock. Shares of Series A Common
Stock are not convertible into shares of Series B Common Stock. All other
rights and privileges of the Series A Common Stock and Series B Common stock
are identical, except that: (1) so long as there are at least 10,000,000 shares
of Series B Common Stock outstanding, the holders of Series B Common Stock (all
of which are held by TCI Sub, a wholly-owned indirect subsidiary of AT&T),
voting separately as a single series, have the right to elect the smallest
number of directors (the "Series B Directors") constituting a majority of the
entire Board of Directors of the Issuer (the "Board"); and (2) so long as the
holders of Series B Common Stock are entitled to elect any Series B Directors,
the holders of Series A Common Stock, voting separately as a single series,
have the right to elect two directors (the "Series A Directors"), each of whom
is not an officer (other than any Vice Chairman) or employee of the Issuer and
is not an affiliate or associate of AT&T Broadband, LLC, Comcast or Cox.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended by deleting the first
paragraph thereof and replacing it with the following paragraph:
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 2,138,580 shares of
the issuer based upon its ownership of Comcast Cable Communications, Inc.,
Comcast Cablevision of Garden State, L.P. and Comcast Cablevision of Potomac,
LLC, which each hold warrants for shares of Series A Common Stock that are
currently exercisable for 818,440 shares of Series A Common Stock, 1,185,056
shares of Series A Common Stock, and 135,084 shares of Series A Common Stock,
respectively.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by inserting the following
immediately prior to the third to last paragraph thereof:
As of August 28, 2000, the conditions to the completion of the Letter
Agreement Transactions had been satisfied.
Page 5 of 9
<PAGE>
On January 11, 2001 Comcast sent a letter to AT&T ("the Put Notice")
notifying AT&T of its exercise of its Put with respect to the 31,253,180 shares
of Series A Common Stock which it has the right to put to AT&T at the price of
$48 per share, with the consideration to be paid by AT&T in shares of AT&T
common stock. The foregoing description is qualified in its entirety by
reference to the text of the Put Notice which is filed as Exhibit 10.1 hereto
and is hereby incorporated by reference herein in its entirety.
Item 5. Interest in Securities of the Issuer.
Part (a) of Item 5 is hereby replaced in its entirety as follows:
(a) Based upon information set forth in the Issuer's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2000, as amended, there were
outstanding 317,608,496 shares of Series A Common Stock and 86,595,578 shares
of Series B Common Stock. Comcast currently beneficially owns 31,253,180 shares
of Series A Common Stock, of which it has the right to acquire 2,138,580 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 31,253,180 shares of Series A Common Stock,
or approximately 9.8% 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). Comcast Online and Comcast PC
each currently beneficially owns 29,114,600 shares of Series A Common Stock
constituting approximately 9.2% of the outstanding shares of Series A Common
Stock, (without giving effect to any conversion of shares of Series B Common
Stock).
Part (c) of Item 5 is hereby replaced in its entirety as follows:
(c) On January 11, 2001 Comcast delivered the Put Notice to AT&T notifying
AT&T of its exercise of its Put with respect to the 31,253,180 shares of Series
A Common Stock which it has the right to put to AT&T at the price of $48 per
share, with the consideration to be paid by AT&T in shares of AT&T common
stock. The foregoing description is qualified in its entirety by reference to
the text of the Put Notice which is filed as Exhibit 10.1 hereto and is hereby
incorporated by reference herein in its entirety.
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:
As a result of the Letter Agreement Transactions, (1) each of Cox and
Comcast has waived all of its rights under the Stockholders' Agreement
(including its right to designate at least one Series B Director), except for
its rights under Article X of the Stockholders' Agreement (relating to
confidentiality) and except that Comcast's and Cox's rights under Section 4.5
of the Stockholders' Agreement (relating to the right to
Page 6 of 9
<PAGE>
participate in certain sales of securities by other parties to the
Stockholders' Agreement) will survive until June 4, 2002, and (2) each of AT&T
and the Issuer has waived all of its rights under the Stockholders' Agreement
as against each of Cox and Comcast, other than with respect to Article X of the
Stockholders' Agreement and, until June 4, 2002, Section 4.5 of the
Stockholders' Agreement.
Item 7. Material to be Filed as Exhibits.
1. Letter dated January 11, 2001 from Comcast Corporation to AT&T Corp.
2. Joint Filing Agreement, dated as of January 17, 2001, by and among
Comcast, Comcast Online and Comcast PC.
Page 7 of 9
<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: January 17, 2001 By: /s/ Arthur R. Block
---------------------------------
Name: Arthur R. Block
Title: Senior Vice President Law
Comcast Online Communications, Inc.
Date: January 17, 2001 By: /s/ Arthur R. Block
---------------------------------
Name: Arthur R. Block
Title: Senior Vice President Law
Comcast PC Investments Inc.
Date: January 17, 2001 By: /s/ Abram E. Patlove
---------------------------------
Name: Abram E. Patlove
Title: President
Page 8 of 9
<PAGE>
Index to Exhibits
Exhibit 10.1: Letter, dated January 11, 2001 from Comcast Corporation to
AT&T Corp.
Exhibit 10.2: Joint Filing Agreement, dated as of January 17, 2001, by and
among Comcast, Comcast Online and Comcast PC.
Page 9 of 9
