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
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 4)*
Excite, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
300904 10 90
(CUSIP Number)
Sheila A. Clark, Esquire, Acting General Counsel,
America Online, Inc., 22000 AOL Way, Dulles Virginia 20166
(703) 265-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 20, 1999
(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 7 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).
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
0
SHARES 8. SHARED VOTING POWER
650,000
BENEFICIALLY 9. SOLE DISPOSITIVE POWER
OWNED BY 0
EACH
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 650,000
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
650,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 5%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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
650,000
BENEFICIALLY
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 650,000
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
650,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 5%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This statement constitutes Amendment No. 4 ("Amendment No. 4") to the
Statement on Schedule 13D originally filed on April 11, 1997 (the "Original
Filing") and amended on October 20, 1997 ("Amendment No. 1"), January 12, 1998
("Amendment No. 2") and January 20, 1998 ("Amendment No. 3") 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 Delaware
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 does not directly own any 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) 650,000 shares of Common Stock of
Excite through a Series E-3 Preferred Stock Warrant held by AOL
Ventures that is exercisable for 650,000 shares of Series E-3 Preferred
Stock of Excite. The Series E-3 Preferred Stock is convertible into
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 beneficially held by AOL
Ventures.
Since the date of Amendment No. 3, AOL sold 4,928,710 shares of Excite
Common Stock on January 20, 1999 in a broker's transaction through a registered
broker/dealer at $100 per share.
As a result of the aforementioned sale on January 20, 1999, AOL ceased
to be the beneficial owner of more than five percent of Excite's Common Stock on
that date.
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 Mr. Leonsis who owns directly 500 shares of
Common Stock of Excite. Mr. Leonsis, who is President of AOL Studios, a product
group of America Online, and President of AOL Ventures, disclaims beneficial
ownership of any securities held or beneficially owned by America Online or AOL
Ventures.
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 27, 1999
Date
/S/LENNERT J. LEADER
Signature
Lennert J. Leader,
President, AOL Investments
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 27, 1999
Date
/S/LENNERT J. LEADER
Signature
Lennert J. Leader,
Senior Vice President
Name/Title
Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF AMERICA ONLINE, INC.
The name, business address and title with America Online, Inc. and
present principal occupation or employment, of each of the directors and
executive officers of America Online, Inc. are set forth below. Except as
indicated, each person's business address is America Online, Inc., 22000 AOL
Way, Dulles, Virginia 20166. Except as indicated, each person listed below is a
citizen of the United States.
Board of Directors
Name and Title Present Principal Occupation
Stephen M. Case, Chairman of the Chairman of the Board and Chief
Board Executive Officer; America Online
Daniel F. Akerson Chairman of the Board and Chief Executive
Officer, Nextel Communications, Inc.
Frank J. Caufield, Director General Partner; Kleiner, Perkins,
Caufield & Byers
Alexander M. Haig, Jr., Director Chairman and President; Worldwide
Associates, Inc.
William N. Melton, Director President and Chief Executive Officer;
CyberCash, Inc.
Thomas Middelhoff, Director Chairman and Chief Executive Officer,
Bertelsmann AG
Robert W. Pittman, Director President and Chief Operating Officer,
America Online
General Colin L. Powell, Director Chairman, America's Promise: The Alliance
for Youth
Franklin D. Raines, Director Chairman and Chief Executive Officer,
Fannie Mae
Executive Officers
Name, Title and Present Principal Occupation*
Stephen M. Case, Chairman of the Board and Chief Executive Officer
Robert W. Pittman, President and Chief Operating Officer
Kathryn A. Bushkin, Senior Vice President, Chief Communications Officer
Miles R. Gilburne, Senior Vice President, Corporate Development
J. Michael Kelly, Senior Vice President, Chief Financial Officer, Treasurer and
Assistant Secretary
Lennert J. Leader, President, AOL Investments
James F. MacGuidwin, Vice President, Controller, and Chief Accounting and
Budget Officer
Kenneth J. Novack, Vice Chairman
George Vradenburg, III, Senior Vice President, Global and Strategic Policy
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*The present principal occupation of each of the named executive officers is the
same as the named position held with America Online.
Schedule B
DIRECTORS AND EXECUTIVE OFFICERS OF AOL VENTURES, INC.
The name, business address and title with AOL Ventures, Inc. and
present principal occupation or employment, of each of the directors and
executive officers of AOL Ventures, Inc. are set forth below. Except as
indicated, each person's business address is AOL Ventures, Inc., 22000 AOL Way,
Dulles, Virginia 20166. Except as indicated, each person listed below is a
citizen of the United States.
Board of Directors
Name and Title Present Principal Occupation
Stephen M. Case, Chairman of the Board Chairman of the Board and Chief
Executive Officer; America Online
Miles R. Gilburne, Director Senior Vice President, Corporate
Development; America Online
Executive Officers
Name and Title Present Principal Occupation
Theodore J. Leonsis, President President of AOL Studios, a product
group of America Online
Miles R. Gilburne, Senior Vice President Senior Vice President, Corporate
Development; America Online
David Colburn, Senior Vice President Senior Vice President, Business
Affairs; America Online
Mark Stavish, Senior Vice President Senior Vice President, Human
Resources; America Online
Lennert J. Leader, Senior Vice President President; AOL Investments
America Online
