UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Excite, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
300904 10 90
(CUSIP Number)
George Vradenburg, III, Esquire, General Counsel,
America Online, Inc., 22000 AOL Way, Dulles Virginia 20166
(703) 448-8700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 29, 1997
(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 schedule because of Rule 13d-1(b)(3) or (4), check the following box .__
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
__________________
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
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 ("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).
<PAGE>
CUSIP NO. 300904 10 90 13D/A Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
America Online, Inc.
54-1322110
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) __
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS* N/A
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
NUMBER OF 7 SOLE VOTING POWER 1,704,755
SHARES 8 SHARED VOTING POWER 1,234,601
BENEFICIALLY 9 SOLE DISPOSITIVE POWER 1,704,755
OWNED BY
EACH
REPORTING 10 SHARED DISPOSITIVE POWER 1,234,601
PERSON
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 2,939,356
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 16.2%
14 TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 300904 10 90 13D/A Page 3 of 6 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AOL Ventures, Inc.
54-1797162
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) __
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS* N/A
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
NUMBER OF 7 SOLE VOTING POWER 0
SHARES 8 SHARED VOTING POWER 1,234,601
BENEFICIALLY 9 SOLE DISPOSITIVE POWER 0
OWNED BY
EACH
REPORTING 10 SHARED DISPOSITIVE POWER 1,234,601
PERSON
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,234,601
12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* X
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 7.4%
14 TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 300904 10 90 13D/A Page 4 of 6 Pages
This statement constitutes Amendment No. 1 ("Amendment No. 1") to the
Statement on Schedule 13D originally filed on April 11, 1997 (the "Original
Filing") by America Online, Inc., a Delaware corporation ("America Online") and
AOL Ventures, Inc. a Delaware corporation and wholly-owned subsidiary of America
Online ("AOL Ventures"), with respect to the Common Stock of Excite, Inc., a
California corporation ("Excite"). This filing is being made on behalf of
America Online and AOL Ventures (collectively, "AOL").
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The fourth sentence of the third paragraph of Item 3 of the Original Filing
is hereby amended by deleting such sentence in its entirety and inserting in
lieu thereof the following new sentence: "In addition, the shares of Series E
Preferred Stock to be issued to AOL directly, or indirectly upon exercise of
warrant, will be subject to a Voting Trust Agreement."
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof:
(a) America Online owns directly: (i) 1,250,000 shares of
Series E-1 Preferred Stock, no par value (the "Series E-1 Preferred
Stock") of Excite; (ii) 300,000 shares of Series E-2 Preferred Stock,
no par value (the "Series E-2 Preferred Stock") of Excite; and (iii)
154,755 shares of Common Stock, no par value (the "Common Stock") of
Excite.
(b) AOL Ventures owns directly: (i) 229,271 shares of
Series E-3 Preferred Stock, no par value (the "Series E-3 Preferred
Stock") of Excite; (ii) Series E-3 Preferred Stock Warrant held by AOL
Ventures that is exercisable for 325,000 shares of Series E-3
Preferred Stock of Excite; and (iii) 680,330 shares of Series E-4
Preferred Stock, no par value (the "Series E-4 Preferred Stock") of
Excite. As a wholly-owned subsidiary of America Online, AOL Ventures
may be deemed to have shared beneficial ownership with America Online
of the shares of Common Stock held by AOL Ventures.
The 2,939,356 shares of Common Stock (on an as-converted basis) held in the
aggregate by AOL constitutes 16.2% of the number of shares of Common Stock of
Excite outstanding (based upon the number of shares of Common Stock outstanding
on July 30, 1997 as reported in Excite's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1997).
To the knowledge of AOL, no shares of Common Stock or Series E Preferred
Stock are beneficially owned by any of the persons named in either Schedule A or
Schedule B, except for Robert Pittman who owns 12,430 shares of Common
Stock of Excite. Mr. Pittman, who is President and CEO of AOL Networks, a
division of America Online, disclaims beneficial ownership of any securities
held or beneficially owned by America Online or AOL Ventures.
<PAGE>
CUSIP NO. 300904 10 90 13D/A Page 5 of 6 Pages
No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares held by AOL.
Since the date of the Original Filing, America Online and/or AOL Ventures
participated in the following transactions involving equity securities of
Excite:
(i) On June 25, 1997, AOL exercised its right under the Acquisition
Agreement dated as November 25, 1996 to convert 680,330 shares of Common
Stock into an equivalent number of shares of Series E-4 Preferred Stock of
Excite;
(ii) On September 25, 1997, AOL converted 400,000 shares of Series E-
2 Preferred Stock into an equivalent number of shares of Common Stock of
Excite;
(iii) On September 29, 1997, AOL exercised the Series E-3 Preferred
Stock Warrant that was due to expire on September 30, 1997 for Series E-3
Preferred Stock pursuant to a "net exercise" feature included in such
Warrant.
(iv) AOL sold the following shares of Common Stock of Excite:
<TABLE>
Trade Date No. of Average
Shares Price per Share
<S> <C> <C>
9/26/97 70,000 $29.9359
9/29/97 130,000 $28.2011
9/30/97 45,000 $27.3854
9/30/97 245 $27.4793
</TABLE>
All sales identified above were effected in open market transactions
through a broker.
SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF AMERICA ONLINE, INC.
Schedule A is hereby amended by deleting the reference to "Scott C. Smith,
Director" from the Board of Directors. Schedule A is hereby further amended by
inserting at the end of the list of Executive Officers the following reference:
"George Vradenburg, III, Senior Vice President, General Counsel and Secretary.
<PAGE>
CUSIP NO. 300904 10 90 13D/A Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
AMERICA ONLINE, INC.: October 20, 1997
Date
/s/ Lennert J. Leader
Signature
Senior Vice President,
Chief Financial Officer,
Treasurer, Chief Accounting Officer
and Assistant Secretary
Name/Title
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
AOL VENTURES, INC.: October 20, 1997
Date
/s/ Lennert J. Leader
Signature
Senior Vice President
Name/Title
