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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
(AMENDMENT NO. 2)
Excite, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
300904 10 9
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(CUSIP Number)
Catherine L. Valentine, Esq. Timothy Hoxie, Esq.
Intuit Inc. Heller Ehrman White & McAuliffe
P.O. Box 7850 333 Bush Street
2550 Garcia Avenue San Francisco, CA 94104-2878
Mountain View, CA 94039-7850 (415) 772-6000
(650) 944-6656
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 11, 1999
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule; including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*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 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act.
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SCHEDULE 13D/A
CUSIP NO. 300904 10 9
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
INTUIT INC.; 77-0034661
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
NOT APPLICABLE
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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
DELAWARE (USA)
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7 SOLE VOTING POWER
1,000,000 SHARES (SUBJECT TO A VOTING AGREEMENT -
SEE ITEMS 4 THROUGH 6)
NUMBER
OF 4,350,000 (SUBJECT TO A VOTING AGREEMENT AND A
SHARES TERM SHEET - SEE ITEMS 4 THROUGH 6)
BENEFICIALLY --------------------------------------------------------
OWNED 8 SHARED VOTING POWER
BY
EACH NONE
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,000,000 (SUBJECT TO A VOTING AGREEMENT - SEE
ITEMS 4 THROUGH 6)
4,350,000 (SUBJECT TO A VOTING AGREEMENT AND A
TERM SHEET - SEE ITEMS 4 THROUGH 6)
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10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,350,000 (SUBJECT TO A VOTING AGREEMENT AND A TERM SHEET - SEE ITEMS
4 THROUGH 6)
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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)
9.94%
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14 TYPE OF REPORTING PERSON
CO
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2
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 relates to the Common Stock, no par value
("Common Stock"), of Excite, Inc., a California corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 555 Broadway, Redwood
City, California 94063.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No. 2 is filed on behalf of Intuit Inc., a Delaware
corporation ("Intuit"). Intuit develops, markets and supports financial software
and Web-based products and services. The address of Intuit's principal business
and its principal office is 2535 Garcia Avenue, Mountain View, California 94043.
Following are the current directors and executive officers of Intuit:
BOARD OF DIRECTORS
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME AND BUSINESS ADDRESS OCCUPATION CITIZENSHIP
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<S> <C> <C>
William V. Campbell Chairman of the Board of United States of
2535 Garcia Avenue Directors of Intuit America
Mountain View, CA 94043
Christopher W. Brody Managing Director (retired), United States of
E. M. Warburg, Pincus & Co., Inc. E.M. Warburg, Pincus & Co., America
466 Lexington Avenue Inc.
New York, NY 10017
Scott D. Cook Chairman of the Executive United States of
2535 Garcia Avenue Committee of the Board of America
Mountain View, CA 94043 Directors of Intuit
L. John Doerr General Partner, Kleiner United States of
Kleiner Perkins Caufield & Byers Perkins Caufield & Byers America
2750 Sand Hill Road
Menlo Park, CA 94025
Donna L. Dubinsky Chief Executive Officer, United States of
Handspring, Inc. Handspring, Inc. America
299 California Avenue
Palo Alto, CA 94306
</TABLE>
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<TABLE>
<S> <C> <C>
Michael R. Hallman President, The Hallman Group United States of
The Hallman Group America
15702 NE 135th Street
Redmond, WA 98502-1756
William H. Harris, Jr. President and Chief Executive United States of
2535 Garcia Avenue Officer of Intuit; Director of America
Mountain View, CA 94043 Intuit
Burton J. McMurtry General Partner, Technology United States of
Technology Venture Investors Venture Investors America
2480 Sand Hill Road, Suite 101
Menlo Park, CA 94025
</TABLE>
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION CITIZENSHIP
- ------------------------- ---------------------------- -----------
<S> <C> <C>
Scott D. Cook Chairman of the Executive United States
2535 Garcia Avenue Committee of the Board of Directors of America
Mountain View, CA 94043
William V. Campbell Chairman of the Board of Directors United States
2535 Garcia Avenue of America
Mountain View, CA 94043
William H. Harris, Jr. President, Chief Executive Officer United States
2535 Garcia Avenue and Director of America
Mountain View, CA 94043
Mari J. Baker Senior Vice President, Human United States
2535 Garcia Avenue Resources and Corporate of America
Mountain View, CA 94043 Communications
Eric C.W. Dunn Senior Vice President and Chief United States
2535 Garcia Avenue Technology Officer of America
Mountain View, CA 94043
Alan A. Gleicher Senior Vice President, Sales United States
2535 Garcia Avenue of America
Mountain View, CA 94043
Mark R. Goines Senior Vice President, Consumer United States
2535 Garcia Avenue Finance Division of America
Mountain View, CA 94043
</TABLE>
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<TABLE>
<S> <C> <C>
James J. Heeger Senior Vice President, Small United States
2535 Garcia Avenue Business Division and International of America
Mountain View, CA 94043
David A. Kinser Senior Vice President, Operations United States
2535 Garcia Avenue of America
Mountain View, CA 94043
Raymond G. Stern Senior Vice President, Strategy, United States
2535 Garcia Avenue Finance and Administration of America
Mountain View, CA 94043
Larry J. Wolfe Senior Vice President, Tax United States
2535 Garcia Avenue Products Division of America
Mountain View, CA 94043
Greg J. Santora Vice President, Finance and United States
2535 Garcia Avenue Corporate Services and Chief of America
Mountain View, CA 94043 Financial Officer
Catherine L. Valentine Vice President, General Counsel United States
2535 Garcia Avenue and Corporate Secretary of America
Mountain View, CA 94043
Linda Fellows Corporate Treasurer and Director United States
2535 Garcia Avenue of Investor Relations of America
Mountain View, CA 94043
</TABLE>
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During the last five years, neither Intuit nor, to the best of
Intuit's knowledge, any person named in this Item 2 has been: (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which, he, she or it was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares reported in lines 7 and 9 of the cover page to Intuit's
original Schedule 13D filing were purchased by Intuit on June 25, 1997 pursuant
to a Stock Purchase Agreement dated as of June 11, 1997 between the Issuer and
Intuit (the "Stock Purchase Agreement"). Intuit purchased a total of 5,800,000
shares of the Issuer's Common Stock (the "Shares") pursuant to
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the Stock Purchase Agreement. The source of funds for the initial purchase of
the Shares was Intuit's working capital. None of the funds used to purchase the
Shares consisted of funds or other consideration borrowed or otherwise obtained
for the purpose of acquiring, holding, trading or voting the Shares. Intuit sold
450,000 Shares in February 1999 and is filing this Amendment No. 2 to report
that is has decided, subject to completion of final documentation, to enter into
a forward sale arrangement with respect to 4,350,000 of the remaining Shares.
ITEM 4. PURPOSE OF TRANSACTION
Intuit purchased the Shares in June 1997 for investment purposes in
connection with a strategic relationship with the Issuer to develop and provide
content for a personal finance "channel" on the Internet search and retrieval
services operated by the Issuer.
(a) On January 19, 1999, the Issuer and At Home Corporation ("At
Home") announced a proposed merger in which At Home would
acquire all of the outstanding stock of the Issuer (the
"Merger"). In connection with the proposed Merger, on January
19, 1999, Intuit and At Home entered into a Common Stock Voting
Agreement (the "Voting Agreement") in which Intuit agreed to
vote the Shares in favor of the proposed Merger and agreed not
to transfer any of the Shares unless each transferee executes a
counterpart to the Voting Agreement. See Item 6 for a more
detailed description of the Voting Agreement.
In Amendment No. 1 to this Schedule, filed on February 25, 1999,
Intuit reported that it had sold 450,000 Shares on February
22-24, 1999. As a condition to those sales, the purchasers of
the Shares agreed to be bound by the terms of the Voting
Agreement with respect to the shares they purchased. In
addition, in Amendment No. 1 Intuit reported that it had made a
financial investment decision to dispose of the remaining Shares
over time, as appropriate opportunities became available, and
was currently evaluating several such opportunities. Consistent
with this decision, on March 11, 1999, Intuit decided, subject
to completion of final documentation, to enter into a forward
sale arrangement with Credit Suisse Financial Products ("CSFP")
with respect to 4,350,000 Shares. The terms of the proposed
arrangement are reflected in a term sheet (the "Term Sheet")
dated March 11, 1999 (see Item 6).
6
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Except as noted above, Intuit does not presently have any plans
or proposals that relate to or would result in the acquisition
by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer.
(b) Except as noted in paragraph (a) above, Intuit does not
presently have any plans or proposals that relate to or would
result in an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or
any of its subsidiaries.
(c) Except as noted in paragraph (a) above, Intuit does not
presently have any plans or proposals that relate to or would
result in a sale or transfer of a material amount of assets of
the Issuer or of any of its subsidiaries.
(d) Except as noted in paragraph (a) above, Intuit does not
presently have any plans or proposals that relate to or would
result in any changes in the present Board of Directors or
management of the Issuer, including any changes in the number or
term of directors or the filing of any existing vacancies on
the Board of Directors.
(e) Except as noted in paragraph (a) above, Intuit does not
presently have any plans or proposals that relate to or would
result in any material change in the present capitalization or
dividend policy of the Issuer.
(f) Except as noted in paragraph (a) above, Intuit does not
presently have any plans or proposals that relate to or would
result in any other material change in the Issuer's business or
corporate structure.
(g) Except as noted in paragraph (a) above, Intuit does not
presently have any plans or proposals that relate to or would
result in changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions that may impede the
acquisition of control of the Issuer by any person.
(h) Except as noted in paragraph (a) above, Intuit does not
presently have any plans or proposals that relate to or would
result in a class of securities of the Issuer being delisted
from a national securities exchange or ceasing to be authorized
to be quoted in an inter-dealer quotation system of a registered
national securities association.
(i) Except as noted in paragraph (a) above, Intuit does not
presently have any plans or proposals that relate to or would
result in a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended.
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(j) Except as noted in paragraph (a) above, Intuit does not
presently have any plans or proposals that relate to or would
result in an action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this Amendment No. 2, Intuit beneficially owns
a total of 5,350,000 shares of the Issuer's Common Stock,
representing approximately 9.94% of the Issuer's outstanding
shares of Common Stock (53,829,408 shares as of January 29,
1999, as reported in the Issuer's Form 10-K for the fiscal year
ended December 31, 1998, filed with the U.S. Securities and
Exchange Commission on February 9, 1999). However, these shares
are owned subject to the Voting Agreement and, with respect to
4,350,000 shares, will be subject to the forward sale
arrangements contemplated by the Term Sheet, as described in
paragraph (b) below and Item 6. To the best of Intuit's
knowledge, no person named in Item 2 is the beneficial owner of
any shares of Common Stock of the Issuer as of the date of this
Amendment No. 2, except that William V. Campbell is the
beneficial owner of 1,676 shares.
(b) Subject to the Voting Agreement described in Item 6, Intuit has
sole power to vote and to direct the vote of, and sole power to
dispose or to direct the disposition of, 1,000,000 shares of the
Issuer's Common Stock. Subject to the Voting Agreement and, if
definitive documents contemplated by the Term Sheet are
executed, subject to the terms of the forward sale arrangements,
Intuit has sole power to vote and to direct the vote of, and
sole power to dispose or to direct the disposition of, 4,350,000
shares of the Issuer's Common Stock. With respect to the 1,676
shares owned by Mr. Campbell, he has sole power to vote and to
direct the vote of, and sole power to dispose or to direct the
disposition of, 1,292 shares, and shared power to vote and to
direct the vote of, and shared power to dispose or to direct the
disposition of, 384 shares (power is shared with his spouse).
(c) Intuit sold 450,000 Shares from February 22 through February 24,
1999 in brokers' transactions pursuant to Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"). The
Shares were sold at an average price of $94.13 per share (net of
brokers' commissions). As a condition to those sales, the
purchasers of the Shares agreed to be bound by the terms of the
Voting Agreement with respect to the shares they purchased.
Effective March 11, 1999, Intuit entered into the Term Sheet
relating to a forward sale arrangement with respect to 4,350,000
Shares, as described in Item 4(a). Intuit has not effected any
other transactions in the Issuer's Common Stock during the past
60 days. To the best of Intuit's knowledge, no person named in
Item 2 has effected any transactions in the Issuer's Common
Stock during the past 60 days except as follows: Eric Dunn sold
1,596 shares on February 1, 1999 in open market
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transactions at an average price of $120.38 per share. David
Kinser sold 500 shares on January 6, 1999 in open market
transactions at a price of $48.44 per share. Scott Cook sold
3,730 shares on January 13, 1999 in open market transactions at
a price of $67.82 per share.
(d) Except as described in Item 4(a), no other person is known to
Intuit to have the right to receive or the power to direct the
receipt of dividends from, or proceeds from the sale of, any
shares of Common Stock beneficially owned by Intuit on the date
of this Amendment No. 2.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
STOCK PURCHASE AGREEMENT AND RELATED AGREEMENTS
In connection with Intuit's initial purchase of the Shares, Intuit and
the Issuer entered into the Stock Purchase Agreement, as well as a Registration
Rights Agreement, a Right of First Refusal Agreement and a Nomination and
Observer Agreement. These agreements imposed certain obligations on Intuit, and
gave Intuit certain rights, with respect to the Shares. As a result of the
proposed Merger and the fact that Intuit no longer owns 10% of the Issuer's
outstanding Common Stock, the obligations and rights under these agreements are
no longer applicable to Intuit.
COMMON STOCK VOTING AGREEMENT
Intuit and At Home entered into the Common Stock Voting Agreement (the
"Voting Agreement") in connection with the proposed merger of At Home
Corporation and the Issuer. Under the terms of the Voting Agreement, Intuit has
agreed that the shares held by it (either shares owned of record or shares
beneficially owned over which Intuit exercises voting power) shall be voted (i)
in favor of adoption and approval of the merger agreement between At Home and
the Issuer and approval of the merger and (ii) against approval of (a) any
proposal made in opposition to or in competition with the consummation of the
merger, (b) any merger, consolidation, sale of assets, reorganization or
recapitalization with any party other than At Home or its affiliates or (c) any
liquidation or winding up of Issuer. Intuit has agreed that until the earlier of
the termination of the Voting Agreement or the Record Date (as defined in the
Voting Agreement), and subject to certain requirements, Intuit will not transfer
any of the Subject Securities (as defined in the Voting Agreement), unless each
transferee to which any of the Subject Securities, or any interest in any such
Subject Securities, is or may be transferred executes a counterpart to the
Voting Agreement and agrees in writing to hold such Subject Securities (or
interest in any of such Subject Securities) subject to the terms and provisions
of the Voting Agreement.
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TERM SHEET FOR FORWARD SALE
Effective March 11, 1999, Intuit and CSFP entered into the Term Sheet
with CSFP, outlining the terms of the forward sale arrangements with respect to
4,350,000 shares of the Issuer's Common Stock. If the transactions contemplated
by the Term Sheet are completed, Intuit will deliver 4,350,000 shares to CSFP
after the restrictions imposed by the Voting Agreement have terminated, and in
any event on or before September 30, 1999 (the "Settlement Date"). On the
Settlement Date, CSFP will pay Intuit for the 4,350,000 shares, with the price
equal to the proceeds from prior sales by CSFP of the same number of shares of
the Issuers' Common Stock, less a negotiated fee. The Term Sheet contemplates
that the parties will enter into definitive agreements with respect to the
forward sale (including a Securities Contract and Pledge Agreement) and that
Intuit will deposit its 4,350,000 Shares into a collateral account and enter
into the Pledge Agreement to secure its obligations under the forward sale
arrangements. In connection with the Pledge Agreement, CSFP would become a party
to the Voting Agreement with respect to the 4,350,000 shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as exhibits hereto:
Exhibit A Stock Purchase Agreement, dated as of June 11, 1997,
between the Issuer and Intuit (1)
Exhibit B Nomination and Observer Agreement, dated as of June 25,
1997, between the Issuer and Intuit (1)
Exhibit C Registration Rights Agreement, dated as of June 25,
1997, between the Issuer and Intuit (1)
Exhibit D Right of First Refusal Agreement, dated as of June 25,
1997, between the Issuer and Intuit (1)
Exhibit E Amendment to Restated and Amended Investors' Rights
Agreement, dated as of June 25, 1997, among the Issuer,
Institutional Venture Partners VI, Institutional
Venture Management VI, IVP Founders Fund I, L.P.,
Kleiner Perkins Caufield & Byers VII, KPCB VII Founders
Fund, KPCB Information Sciences Zaibatsu Fund II and
Intuit (1)
Exhibit F Common Stock Voting Agreement, dated as of January 19,
1999, between Intuit and At Home Corporation (2)
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Exhibit G Term Sheet for Forward Sale of Excite Common Stock,
dated March 11, 1999, by and between Intuit and Credit
Suisse Financial Products
(1) Incorporated by reference to Intuit's initial Schedule 13D with
respect to the Issuer, filed with the Securities and Exchange
Commission on July 7, 1997.
(2) Incorporated by reference to Intuit's Schedule 13D, Amendment No. 1
with respect to the Issuer, filed with the Securities and Exchange
Commission on February 25, 1999.
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SIGNATURE
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: March 11, 1999
INTUIT INC.
By: /s/ CATHERINE L. VALENTINE
-------------------------------
Name: Catherine L. Valentine
Title: Vice President and General Counsel
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Document Description Numbered Page
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<S> <C> <C>
Exhibit G Term Sheet for Forward Sale of Excite Common
Stock, dated March 11, 1999, by and between
Intuit and Credit Suisse Financial Products
</TABLE>
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EXHIBIT G
INTUIT/EXCITE FORWARD CONTRACT
SUMMARY OF TERMS FOR EXCITE FORWARD CONTRACT
Seller: Intuit Inc. (the "Company")
Purchaser: Credit Suisse First Boston or an affiliate
("CSFB")
Contract: Forward Contract (the "Contract") with respect
to the common stock (the "Common Stock") of
Excite, Inc. ("XCIT")
Contract Price: To be set as the actual gross average per share
sale price by CSFB in hedge execution sales
made in a manner consistent with the volume and
"manner of sale" restrictions of Rule 144 under
the Securities Act of 1933 of a number of
shares equal to the Underlying Shares (the
"Rule 144 Sales")
Underlying Shares: 4,350,000 shares of XCIT Common Stock
Aggregate Forward Contract Equal to Contract Price times Underlying Shares
Price:
Aggregate Purchase Price: Aggregate Forward Contract Price, less the Fee.
Issue Date: The date the Rule 144 Sales are completed
Settlement Date: To be set at the Company's option, no earlier
than the date the Company is able to
deliver 4,350,000 freely tradeable
shares of XCIT Common Stock (or the
appropriate number of shares received
in exchange therefor), registered or
not requiring registration and
without voting restrictions ("Free
Shares"), and no later than September
30, 1999
Settlement: On the Settlement Date, (i) the Company will
deliver to the Purchaser 4,350,000 Free Shares,
and (ii) CSFB will deliver to the Company the
Aggregate Purchase Price
Note: We understand that you fully understand the potential risks and rewards of
this transaction and that you have independently determined that the transaction
is appropriate for you given your objectives, experience, financial and
operational resources, and other relevant circumstances. Credit Suisse First
Boston is acting solely in an arm's length capacity and not as your financial
advisor or fiduciary in any transaction unless we have agreed to so act in
writing. This document is not to be used or considered as an offer to sell or
solicitation of an offer to buy any securities. Information and opinions
contained herein have been compiled or arrived at by Credit Suisse First Boston
from sources believed to be reliable, but Credit Suisse First Boston does not
accept liability for any loss arising from the use thereof, nor makes any
representation as to their accuracy or completeness. This document is not to be
relied upon as such or used in substitution for the exercise of independent
judgment. Unless otherwise permitted by law in the applicable jurisdiction, only
authorized affiliates of Credit Suisse First Boston will effect orders for
securities from customers in such jurisdiction.
<PAGE> 2
INTUIT/EXCITE FORWARD CONTRACT
Collateral Arrangements: On or prior to the Issue Date, the Company will
deposit 4,350,000 shares of XCIT Common Stock in a
Collateral Account with the Purchaser as security
in favor of the Purchaser. Upon deposit of the
shares, CSFB will become a party to the Excite
Company Voting Agreement with respect to such
4,350,000 shares with such modifications as are
acceptable to both parties. The Collateral
Agreement will include provisions for dividends and
voting, including the Collateral Agent's payment to
the Purchaser of any dividends and Intuit's
retention of voting rights with respect to XCIT
shares deposited as collateral.
Any other shares of XCIT common stock held by the
Company will not be subject to any restrictions
under the Contract.
Events of Default: The following will constitute Events of
Default:
(i) failure to materially perform
any covenant applicable to the
Contract for 60 days after notice of
breach;
(ii) Certain events of
collateral default,
cross-default, bankruptcy,
insolvency or
reorganization with respect
to the Company;
(iii) CSFB becoming unable at any
time prior to the
Settlement Date to borrow
4,350,000 Free Shares; or
(iv) Failure to deliver 4,350,000 Free
Shares on the Settlement Date
Upon the occurrence of an Event of
Default, the holder of the Contract
may terminate the Contract. Upon such
event, the Company will be required
to deliver 4,350,000 Free Shares, and
CSFB will deliver the Aggregate
Purchase Price. To the extent the
XCIT Common Shares held in the
collateral account are not then Free
Shares, the Company will deliver such
shares and will reimburse CSFB for
its costs and expenses related to its
inability to use such XCIT Common
Shares as Free Shares.
Note: We understand that you fully understand the potential risks and rewards of
this transaction and that you have independently determined that the transaction
is appropriate for you given your objectives, experience, financial and
operational resources, and other relevant circumstances. Credit Suisse First
Boston is acting solely in an arm's length capacity and not as your financial
advisor or fiduciary in any transaction unless we have agreed to so act in
writing. This document is not to be used or considered as an offer to sell or
solicitation of an offer to buy any securities. Information and opinions
contained herein have been compiled or arrived at by Credit Suisse First Boston
from sources believed to be reliable, but Credit Suisse First Boston does not
accept liability for any loss arising from the use thereof, nor makes any
representation as to their accuracy or completeness. This document is not to be
relied upon as such or used in substitution for the exercise of independent
judgment. Unless otherwise permitted by law in the applicable jurisdiction, only
authorized affiliates of Credit Suisse First Boston will effect orders for
securities from customers in such jurisdiction.
<PAGE> 3
INTUIT/EXCITE FORWARD CONTRACT
Nature of Contract: The Contract will be a secured forward contract
of the Company.
Conditions Precedent: Consummation of the Contract is subject to the
Company's agreement and compliance with the above
terms and conditions, the availability for borrow
of 4,350,000 Free Shares, legal opinions customary
for secured transactions and no material decrease
in the float or daily trading volume of the Common
Stock.
Breakage Costs: If hedging is commenced based on this termsheet
and if the Company declines to execute final
documentation consistent with this termsheet
(the "Final Documentation") by March 31, 1999,
then the Purchaser shall have the right to
unwind its hedging activities and to require
the Company to pay all market related costs and
expenses related thereto.
Final Documentation: The terms hereof shall be operative until the
Final Documentation is executed, at which time
such Final Documentation will supersede this
Termsheet.
Fee: 2.00% of the Aggregate Forward Contract Price
Understood and Agreed to,
This 11th day of March, 1999,
By:
INTUIT INC.
- ------------------------------------
Name:
Title:
Note: We understand that you fully understand the potential risks and rewards of
this transaction and that you have independently determined that the transaction
is appropriate for you given your objectives, experience, financial and
operational resources, and other relevant circumstances. Credit Suisse First
Boston is acting solely in an arm's length capacity and not as your financial
advisor or fiduciary in any transaction unless we have agreed to so act in
writing. This document is not to be used or considered as an offer to sell or
solicitation of an offer to buy any securities. Information and opinions
contained herein have been compiled or arrived at by Credit Suisse First Boston
from sources believed to be reliable, but Credit Suisse First Boston does not
accept liability for any loss arising from the use thereof, nor makes any
representation as to their accuracy or completeness. This document is not to be
relied upon as such or used in substitution for the exercise of independent
judgment. Unless otherwise permitted by law in the applicable jurisdiction, only
authorized affiliates of Credit Suisse First Boston will effect orders for
securities from customers in such jurisdiction.
<PAGE> 4
INTUIT/EXCITE FORWARD CONTRACT
And By:
CREDIT SUISSE FINANCIAL PRODUCTS
- ----------------------------------------------
Name:
Title:
Note: We understand that you fully understand the potential risks and rewards of
this transaction and that you have independently determined that the transaction
is appropriate for you given your objectives, experience, financial and
operational resources, and other relevant circumstances. Credit Suisse First
Boston is acting solely in an arm's length capacity and not as your financial
advisor or fiduciary in any transaction unless we have agreed to so act in
writing. This document is not to be used or considered as an offer to sell or
solicitation of an offer to buy any securities. Information and opinions
contained herein have been compiled or arrived at by Credit Suisse First Boston
from sources believed to be reliable, but Credit Suisse First Boston does not
accept liability for any loss arising from the use thereof, nor makes any
representation as to their accuracy or completeness. This document is not to be
relied upon as such or used in substitution for the exercise of independent
judgment. Unless otherwise permitted by law in the applicable jurisdiction, only
authorized affiliates of Credit Suisse First Boston will effect orders for
securities from customers in such jurisdiction.
