CUSIP NO. 300904 10 90 13D/A Page 1 of 6 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AM
ENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 2)*
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)
December 26, 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).
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 2,250,777
SHARES 8
SHARED VOTING POWER 383,824
BENEFICIALLY 9
OWNED BY SOLE DISPOSITIVE POWER 2,250,777
EACH
REPORTING 10
SHARED DISPOSITIVE POWER 383,824
PERSON
WITH
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 2,634,601
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.2%
14
TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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 383,824
BENEFICIALLY 9
OWNED BY SOLE DISPOSITIVE POWER 0
EACH
REPORTING 10
SHARED DISPOSITIVE POWER 383,824
PERSON
WITH
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 383,824
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4%
14
TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP 300904 10 90 13D/A PAGE 4 OF 6 PAGES
This statement constitutes Amendment No. 2 ("Amendment No. 2") to the
Statement on Schedule 13D originally filed on April 11, 1997 (the "Original
Filing") and amended on October 20, 1997 ("Amendment No. 1") 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 5 INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof:
(a) America Online owns directly: 2,250,777 shares of common stock,
par value $.01 per share (the "Common Stock") of Excite.
(b) AOL Ventures owns directly (on as-converted-to-Common Stock
basis) 383,824 shares of Common Stock of Excite, as follows:
(i) a 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 (ii) 58,824 shares of Common 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 2,634,601 shares of Common Stock (on an as-converted-to-Common Stock
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 October 31, 1997 as
reported in Excite's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1997).
AOL reported in Amendment No. 1 that it had converted on June 25, 1997
680,330 shares of Common Stock into an equivalent number of shares of Series E-4
Preferred Stock of Excite. The statement should have reported the conversion
621,506 shares of Common Stock into an equivalent number of shares of Series E-4
Preferred Stock of Excite. The remaining 58,824 shares of Common Stock of
Excite were not converted.
CUSIP 300904 10 90 13D/A PAGE 5 OF 6 PAGES
Since the date of Amendment No. 1, America Online and/or AOL Ventures
participated in the following transactions involving equity securities of
Excite:
(i) On December 26, 1997, AOL exercised its right under the
Acquisition Agreement dated as November 25, 1996 to convert the following
shares:
150,000 shares of Series E-3 Preferred Stock into an equivalent
number of shares of Common Stock of Excite;
1,250,000 shares of Series E-1 Preferred Stock into an equivalent
number of shares of Common Stock of Excite;
300,000 shares of Series E-2 Preferred Stock into an equivalent
number of shares of Common Stock of Excite;
79,271 shares of Series E-3 Preferred Stock into an equivalent
number of shares of Common Stock of Excite; and
621,506 shares of Series E-4 Preferred Stock into an equivalent
number of shares of Common Stock of Excite.
(ii) AOL sold the following shares of Common Stock of Excite:
Trade Date No. of Shares Price per Share
12/29/97 90,000 $27.97
12/30/97 60,000 $28.80
(iii) AOL Ventures transferred, without consideration, 700,777 shares
previously reported as owned by it to America Online, Inc.
All sales identified above were effected in open market transactions
through a broker.
CUSIP 300904 10 90 13D/A PAGE 6 OF 6 PAGES
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF AMERICA ONLINE, INC.
Schedule A is hereby amended by deleting the reference to "James V. Kimsey,
Director" and adding "Daniel F. Akerson, Director."
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.: January 12, 1998
Date
/s/Lennert J. Leader
Signature
Lennert J. Leader, 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.: January 12, 1998
Date
/s/Lennert J. Leader
Signature
Lennert J. Leader, Senior Vice President
Name/Title
