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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AT HOME CORPORATION
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(Name of Issuer)
SERIES A COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
045919101
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(CUSIP Number)
MARILYN J. WASSER, ESQ.
VICE PRESIDENT -- LAW AND SECRETARY
AT&T CORP.
295 NORTH MAPLE AVENUE
BASKING RIDGE, NJ 07920
(908) 221-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 29, 2000
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ].
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CUSIP NO. 045919101 13D PAGE 2 OF 12 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
AT&T CORP.
I.R.S. IDENTIFICATION NO. 13-4924710
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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, OO
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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
NEW YORK
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7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY ---------------------------------------------
EACH 8 SHARED VOTING POWER*
REPORTING
PERSON 94,520,000
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9 SOLE DISPOSITIVE POWER
-0-
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10 SHARED DISPOSITIVE POWER
94,520,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
94,520,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)**
23.5%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 045919101 13D PAGE 3 OF 12 PAGES
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* Excludes shares held by other parties to the Stockholders' Agreement (See Item
6 hereof).
** Assumes conversion of all 86,595,578 shares of Series B Common Stock of the
Issuer beneficially owned by the Reporting Person into shares of Series A Common
Stock. Because each share of Series B Common Stock generally is entitled to ten
votes per share while each share of Series A Common Stock of the Issuer and
Series K Common Stock of the Issuer is entitled to one vote per share, the
Reporting Person may be deemed to beneficially own equity securities of the
Issuer representing approximately 74.0% of the outstanding voting power of the
Issuer.
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This Amendment No. 2 amends the Schedule 13D originally filed on March 19,
1999 (as amended by Amendment No. 1 filed on March 30, 2000, the "Schedule 13D")
by AT&T Corp. ("AT&T") 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 ("Excite@Home" or the "Issuer"). The Issuer's principal
executive offices are located at 425 Broadway Street, Redwood City, CA 94063.
Pursuant to Rule 13d-3 under the Exchange Act, this Amendment No. 2 also relates
to the shares of Series A Common Stock issuable upon conversion of shares of the
Series B Common Stock, par value $.01 per share ("Series B Common Stock"), of
Excite@Home. Capitalized terms used without definition 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 adding the following at
the end of the third paragraph thereof:
As a result of the Letter Agreement Transactions, (1) each of Cox
Communications, Inc. ("Cox") and Comcast Corporation ("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 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 Excite@Home 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 1 of the Schedule 13D is hereby further amended by deleting the
fourth paragraph thereof and replacing it with the following:
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. 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 Excite@Home (the "Board"); and (2) so long as the holders of Series
B Common Stock are entitled to elect
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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 Excite@Home and is not an affiliate or associate of AT&T Broadband,
LLC, Comcast or Cox.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended by adding the following to
the end thereof:
As of August 28, 2000, the conditions to the completion of the
Letter Agreement Transactions had been satisfied. On August 28, 2000,
Excite@Home amended its Fifth Amended and Restated Certificate of Incorporation
in the manner described in clause (4) of the immediately preceding paragraph
(the "Charter Amendment") by filing a Certificate of Amendment of the Fifth
Amended and Restated Certificate of Incorporation of At Home Corporation (the
"Certificate of Amendment") with the State of Delaware.
Also on August 28, 2000, AT&T and Excite@Home entered into Share
Exchange Agreement (the "Share Exchange Agreement") pursuant to which on August
29, 2000 a wholly-owned indirect subsidiary of AT&T surrendered to Excite@Home
55,795,578 shares of Series A Common Stock in exchange for 55,795,578 new shares
of Series B Common Stock, which transaction was in satisfaction of the Letter
Agreement Transaction described in clause (5) of the immediately preceding
paragraph (the "AT&T Exchange"). Also on August 28, 2000, AT&T and Excite@Home
entered into a letter agreement (the "CEO Election Letter Agreement") pursuant
to which AT&T agreed that as long as there are not fewer than 10,000,000 shares
of Series B Common Stock outstanding, it shall vote all of its shares of Series
B Common Stock in favor of the election of the chief executive officer of
Excite@Home to the board of directors of Excite@Home as an "Additional Director"
(as such term is defined in the @Home Charter), and not as a designee of AT&T.
The foregoing descriptions are qualified in their entirety by
reference to the text of the Share Exchange Agreement and the CEO Election
Agreement Letter Agreement which is filed as Exhibits 1 and 2 hereto and are
hereby incorporated by reference herein in its entirety.
It is expected that the parties will negotiate definitive
agreements providing for some of the Letter Agreement Transactions for which
definitive documentation was not previously entered into; however, with respect
to each of the Letter Agreement Transactions (other than the AT&T Exchange),
terms set forth in the term sheet that forms a part of the Letter Agreement are
the final and binding terms with respect to such matter unless and until
definitive agreements are entered into with respect thereto.
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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 set forth in Excite@Home's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000, after giving effect to
the AT&T Exchange, there were outstanding 315,680,659 shares of Series A Common
Stock and 86,595,578 shares of Series B Common Stock. AT&T currently
beneficially owns 7,924,422 shares of Series A Common Stock and 86,595,578
shares of Series B Common Stock. As of the date hereof and assuming the
conversion into Series A Common Stock of all shares of Series B Common Stock
held by AT&T, AT&T beneficially owns an aggregate of 94,520,000 shares of Series
A Common Stock, or approximately 23.5% of the shares of Series A Common Stock
deemed outstanding (assuming such conversion of Series B Common Stock). The
shares of Series A Common Stock beneficially owned by AT&T (without conversion
of Series B Common Stock) constitute approximately 2.5% of the outstanding
shares of Series A Common Stock. The shares of Series B Common Stock
beneficially owned by AT&T constitute 100% of the outstanding shares of Series B
Common Stock. To the knowledge of AT&T, none of the persons listed on Schedule I
hereto beneficially owns any shares of Common Stock other than as set forth
herein or as listed on Schedule I hereto.
Because of the voting power attributable to the Series B Common
Stock beneficially owned by AT&T, together with the Series A Common Stock
beneficially owned by AT&T, the Common Stock beneficially owned by AT&T
constitutes approximately 74.0% of the outstanding voting power of Excite@Home.
To the knowledge of AT&T, (1) C. Michael Armstrong, the Chairman of
the Board of Directors of AT&T and a member of the Board of Directors of
Excite@Home, beneficially owns 10,000 shares of Series A Common Stock, which
shares represent less than 1% of the shares of Series A Common Stock outstanding
as of July 31, 2000, (2) John C. Malone, a member of the Board of Directors of
AT&T, beneficially owns 14,950 shares of Series A Common Stock, which shares
represent less than 1% of the shares of Series A Common Stock outstanding as of
July 31, 2000, and (3) John C. Petrillo, an executive officer of AT&T and a
member of the Board of Directors of Excite@Home, beneficially owns 1,500 shares
of Series A Common Stock, which shares represent less than 1% of the shares of
Series A Common Stock outstanding as of July 31, 2000.
(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 Exchange Act, each
Stockholder may be deemed to have shared voting and dispositive power over the
shares owned by each other Stockholder. Based on information contained in
Excite@Home's proxy statement for its 2000 Annual Meeting of Stockholders,
Cablevision Systems Corporation ("Cablevision") beneficially owns 21,893,872
shares of Series A Common Stock (represented by warrants to purchase such
shares), Comcast beneficially owns 31,118,924 shares of Series A Common Stock,
Cox beneficially owns 29,114,600 shares of Series A Common Stock and KPCB
beneficially owns no shares of Common Stock. To the extent that AT&T,
Cablevision, Comcast, Cox and KPCB are considered to be a
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"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 176,647,396 shares of Series A Common Stock, or
approximately 41.6% of all shares of Series A Common Stock deemed outstanding.
To the knowledge of AT&T, each of Mr. Armstrong, Dr. Malone and
Mr. Petrillo has the sole power to vote, or to direct the voting of, the
shares of Series A Common Stock beneficially owned by him. To the knowledge
of AT&T, each of Mr. Armstrong, Dr. Malone and Mr. Petrillo has the sole
power to dispose of, or to direct the disposition of, the shares of Series A
Common Stock beneficially owned by him.
Part (d) of Item 5 are hereby amended by replacing the second paragraph
thereof in its entirety as follows:
To the knowledge of AT&T, there is no person that has the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Series A Common Stock owned by any
of Mr. Armstrong, Dr. Malone or Mr. Petrillo.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended by deleting the thirteenth
through twenty-first paragraphs thereof.
Under the @Home Charter (as amended by the Certificate of
Amendment), 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, which is a wholly-owned
indirect subsidiary of AT&T), voting separately as a single series, have the
right to elect as Series B Directors the smallest number of directors
constituting a majority of the entire 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, each of whom is not an officer (other than any Vice
Chairman) or employee of Excite@Home and is not an affiliate or associate of
AT&T Broadband, LLC, Comcast or Cox.
The foregoing descriptions of the Stockholders' Agreement (as
modified by the Cablevision Letter Agreement) and the @Home Charter (as amended
by the
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Certificate of Amendment) are qualified in their entirety by reference to
the text of such documents, which are filed as Exhibits hereto and are hereby
incorporated by reference herein in their entirety.
As a result of the voting power associated with the shares of Common
Stock held by TCI Sub and TCI Sub's rights, as the sole holder of the Series B
Common Stock, under the @Home Charter, AT&T, through TCI Sub, may be deemed to
control Excite@Home
Item 6 of the Schedule 13D is hereby amended by incorporating and
repeating at the end thereof the responses to Items 1 and 3 set forth above in
this Amendment No. 2.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Share Exchange Agreement, dated as of August 28, 2000, between
AT&T Corp. and At Home Corporation.
2. Letter Agreement, dated August 28, 2000, between AT&T Corp. and
At Home Corporation.
3. Fifth Amended and Restated Certificate of Incorporation of At
Home Corporation (incorporated by reference to Exhibit 4.01 of
the Registration Statement on Form S-8 of At Home Corporation
(File No. 333-79833)).
4. Certificate of Amendment of the Fifth Amended and Restated
Certificate of Incorporation of At Home Corporation (incorporated
by reference to Exhibit 4.02 of the Registration Statement on
Form S-8 of At Home Corporation (File No. 333-44780)).
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SIGNATURES
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.
Dated: August 31, 2000
AT&T CORP.
By: /s/ Robert Feit
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Name: Robert Feit
Title: Assistant Secretary
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SCHEDULE I
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The name and present principal occupation of each director and executive
officer of AT&T Corp. are set forth below. The business address for each person
listed below is c/o AT&T Corp., 295 North Maple Avenue, Basking Ridge, New
Jersey 07920. All executive officers and directors listed on this Schedule I are
United States citizens.
Name Title
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C. Michael Armstrong Chairman of the Board and Chief Executive
Officer and Director
Kenneth T. Derr Director; Retired Chairman of Chevron
Corporation
M. Kathryn Eickhoff Director; President of Eickhoff Economics, Inc.
Walter Y. Elisha Director; Retired Chairman and Chief Executive
Officer of Springs Industries, Inc.
George M. C. Fisher Director; Chairman of Eastman Kodak Company
Donald V. Fites Director; Retired Chairman and Chief Executive
Officer of Caterpillar, Inc.
Amos B. Hostetter Director; Chairman, Pilot House Associates
Ralph S. Larsen Director; Chairman and Chief Executive Officer
of Johnson & Johnson
John C. Malone Director; Chairman of Liberty Media Corporation
Donald F. McHenry Director; President of IRC Group, LLC
Louis A. Simpson Director; President and Chief Executive
Officer, Capital Operations, GEICO Corporation
Michael I. Sovern Director; President Emeritus and Chancellor
Kent Professor of Law at Columbia University
Sanford I. Weill Director; Chairman and Chief Executive Officer
of Citigroup Inc.
John D. Zeglis President of AT&T and Chief Executive Officer
of AT&T Wireless Group and Director
James Cicconi Executive Vice President-Law & Governmental
Affairs and General Counsel
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Mirian Graddick Executive Vice President, Human Resources
Frank Ianna Executive Vice President and President, AT&T
Network Services
Richard J. Martin Executive Vice President, Public Relations and
Employee Communications
David C. Nagel President, AT&T Labs & Chief Technology Officer
Charles Noski Senior Executive Vice President and Chief
Financial Officer
John C. Petrillo Executive Vice President, Corporate Strategy
and Business Development
Richard Roscitt Executive Vice President and President, AT&T
Business Services
Daniel E. Somers President, AT&T Broadband
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INDEX OF EXHIBITS
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Exhibit No. Item
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1. Share Exchange Agreement, dated as of August 28, 2000,
between AT&T Corp. and At Home Corporation.
2. Letter Agreement, dated August 28, 2000, between AT&T
Corp. and At Home Corporation.
3. Fifth Amended and Restated Certificate of Incorporation of
At Home Corporation (incorporated by reference to Exhibit
4.01 of the Registration Statement on Form S-8 of At Home
Corporation (File No. 333-79833)).
4. Certificate of Amendment of the Fifth Amended and Restated
Certificate of Incorporation of At Home Corporation
(incorporated by reference to Exhibit 4.02 of the
Registration Statement on Form S-8 of At Home Corporation
(File No. 333-44780)).
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