CUSIP NO. 300904 10 90 13D/A Page 1 of 5 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. 3)*
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 5 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 5 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
7
NUMBER OF SOLE VOTING POWER 2,405,532
SHARES 8
SHARED VOTING POWER 383,824
BENEFICIALLY 9
OWNED BY SOLE DISPOSITIVE POWER 2,405,532
EACH
REPORTING 10
SHARED DISPOSITIVE POWER 383,824
PERSON
WITH
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 2,789,356
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.1%
14
TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 300904 10 90 13D/A Page 3 of 5 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 NO. 300904 10 90 13D/A Page 4 of 5 Pages
This statement constitutes Amendment No. 3 ("Amendment No. 3") to the
Statement on Schedule 13D originally filed on April 11, 1997 (the "Original
Filing") and amended on October 20, 1997 ("Amendment No. 1") and January 12,
1998 ("Amendment No. 2") 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: 2,405,532 shares of common stock,
par value $.01 per share (the "Common Stock") of Excite.
(b) AOL Ventures owns directly (on an 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 2,789,356 shares of Common Stock (on an as-converted-Common-Stock
basis) held in the aggregate by AOL constitutes 17.1% 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. 2 that America Online owned directly
2,250,777 shares of Common Stock. The statement should have reported the direct
ownership of 2,405,532 shares of Common Stock of Excite.
CUSIP NO. 300904 10 90 13D/A Page 5 of 5 Pages
Since the date of Amendment No. 2, America Online and/or AOL Ventures have
not participated in any transactions involving equity securities of Excite.
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 20, 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 20, 1998
Date
/s/Lennert J. Leader
Signature
Lennert J. Leader, Senior Vice President
Name/Title
