<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Schedule 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. _____)(1)
AT HOME CORPORATION
----------------------------------------------------------
(Name of Issuer)
Common Stock
----------------------------------------------------------
(Title of Class of Securities)
0000459191
----------------------------------------------------------
(CUSIP Number)
- ----------------------------
(1) 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 in 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 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. 0000459191 13G Page 2 of 21 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
KLEINER PERKINS CAUFIELD & BYERS VII, L.P., A CALIFORNIA
LIMITED PARTNERSHIP ("KPCB VII") 94-3201863
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA LIMITED PARTNERSHIP
5 SOLE VOTING POWER
NUMBER -0-
OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 12,555,720
OWNED BY
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON -0-
WITH 8 SHARED DISPOSITIVE POWER
12,555,720
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,555,720
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.6%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0000459191 13G Page 3 of 21 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
KPCB VII ASSOCIATES, L.P., A CALIFORNIA
LIMITED PARTNERSHIP ("KPCB VII ASSOCIATES") 94-3203783
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA LIMITED PARTNERSHIP
5 SOLE VOTING POWER
NUMBER -0-
OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 12,877,660 SHARES OF WHICH 12,555,720 SHARES
OWNED BY ARE DIRECTLY HELD BY KPCB VII AND 321,940
REPORTING SHARES ARE DIRECTLY HELD BY KPCB INFORMATION
PERSON SCIENCES ZAIBATSU FUND II, L.P., A CALIFORNIA
WITH LIMITED PARTNERSHIP ("KPCB ZF II"). KPCB VII
ASSOCIATES IS THE GENERAL PARTNER OF KPCB VII
AND KPCB ZF II.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
12,877,660 SHARES OF WHICH 12,555,720 SHARES
ARE DIRECTLY HELD BY KPCB VII AND KPCB ZF II.
KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF
KPCB VII AND KPCB ZF II.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,877,660
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0000459191 13G Page 4 of 21 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
BROOK H. BYERS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5 SOLE VOTING POWER
NUMBER -0-
OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 12,927,660 SHARES OF WHICH 12,555,720 SHARES
OWNED BY ARE DIRECTLY HELD BY KPCB VII, 321,940 SHARES
REPORTING ARE DIRECTLY HELD BY KPCB ZF II, AND 50,000
PERSON SHARES ARE DIRECTLY HELD BY KPCB VIII
WITH ASSOCIATES, L.P., A CALIFORNIA LIMITED
PARTNERSHIP ("KPCB VIII ASSOCIATES"). KPCB VII
ASSOCIATES, L.P., A CALIFORNIA LIMITED
PARTNERSHIP ("KPCB VII ASSOCIATES") IS THE
GENERAL PARTNER OF KPCB VII AND KPCB ZF II.
MR. BYERS IS A GENERAL PARTNER OF KPCB VII
ASSOCIATES AND KPCB VIII ASSOCIATES. MR. BYERS
DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES
HELD DIRECTLY BY KPCB VII, KPCB ZF II AND KPCB
VIII ASSOCIATES.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
12,927,660 SHARES OF WHICH 12,555,720 SHARES
ARE DIRECTLY HELD BY KPCB VII, 321,940 SHARES
ARE DIRECTLY HELD BY KPCB ZF II, AND 50,000
SHARES ARE DIRECTLY HELD BY KPCB VIII
ASSOCIATES. KPCB VII ASSOCIATES IS THE GENERAL
PARTNER OF KPCB VII AND KPCB ZF II. MR. BYERS
IS A GENERAL PARTNER OF KPCB VII ASSOCIATES AND
KPCB VIII ASSOCIATES. MR. BYERS DISCLAIMS
BENEFICIAL OWNERSHIP OF THE SHARES HELD
DIRECTLY BY KPCB VII, KPCB ZF II AND KPCB VIII
ASSOCIATES.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,927,660
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0000459191 13G Page 5 of 21 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
KEVIN R. COMPTON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5 SOLE VOTING POWER
NUMBER -0-
OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 12,927,660 SHARES OF WHICH 12,555,720 SHARES
OWNED BY ARE DIRECTLY HELD BY KPCB VII, 321,940 SHARES
REPORTING ARE DIRECTLY HELD BY KPCB ZF II, AND 50,000
PERSON SHARES ARE DIRECTLY HELD BY KPCB VIII
WITH ASSOCIATES. KPCB VII ASSOCIATES IS THE
GENERAL PARTNER OF KPCB VII AND KPCB ZF II.
MR. COMPTON IS A GENERAL PARTNER OF KPCB VII
ASSOCIATES AND KPCB VIII ASSOCIATES. MR.
COMPTON DISCLAIMS BENEFICIAL OWNERSHIP OF THE
SHARES HELD DIRECTLY BY KPCB VII, KPCB ZF II
AND KPCB VIII ASSOCIATES.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
12,927,660 SHARES OF WHICH 12,555,720 SHARES
ARE DIRECTLY HELD BY KPCB VII, 321,940 SHARES
ARE DIRECTLY HELD BY KPCB ZF II, AND 50,000
SHARES ARE DIRECTLY HELD BY KPCB VIII
ASSOCIATES. KPCB VII ASSOCIATES IS THE GENERAL
PARTNER OF KPCB VII AND KPCB ZF II. MR.
COMPTON IS A GENERAL PARTNER OF KPCB VII
ASSOCIATES AND KPCB VIII ASSOCIATES. MR.
COMPTON DISCLAIMS BENEFICIAL OWNERSHIP OF THE
SHARES HELD DIRECTLY BY KPCB VII, KPCB ZF II
AND KPCB VIII ASSOCIATES.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,927,660
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0000459191 13G Page 6 of 21 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
L. JOHN DOERR
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5 SOLE VOTING POWER
NUMBER -0-
OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 12,927,660 SHARES OF WHICH 12,555,720 SHARES
OWNED BY ARE DIRECTLY HELD BY KPCB VII, 321,940 SHARES
REPORTING ARE DIRECTLY HELD BY KPCB ZF II, AND 50,000
PERSON SHARES ARE DIRECTLY HELD BY KPCB VIII
WITH ASSOCIATES. KPCB VII ASSOCIATES IS THE GENERAL
PARTNER OF KPCB VII AND KPCB ZF II. MR. L.
JOHN DOERR IS A GENERAL PARTNER OF KPCB VII
ASSOCIATES AND KPCB VIII ASSOCIATES. MR. L.
JOHN DOERR DISCLAIMS BENEFICIAL OWNERSHIP OF
THE SHARES HELD DIRECTLY BY KPCB VII, KPCB ZF
II AND KPCB VIII ASSOCIATES.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
12,927,660 SHARES OF WHICH 12,555,720 SHARES
ARE DIRECTLY HELD BY KPCB VII, 321,940 SHARES
ARE DIRECTLY HELD BY KPCB ZF II, AND 50,000
SHARES ARE DIRECTLY HELD BY KPCB VIII
ASSOCIATES. KPCB VII ASSOCIATES IS THE GENERAL
PARTNER OF KPCB VII AND KPCB ZF II. MR. DOERR
IS A GENERAL PARTNER OF KPCB VII ASSOCIATES AND
KPCB VIII ASSOCIATES. MR. DOERR DISCLAIMS
BENEFICIAL OWNERSHIP OF THE SHARES HELD
DIRECTLY BY KPCB VII, KPCB ZF II AND KPCB VIII
ASSOCIATES.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,927,660
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0000459191 13G Page 7 of 21 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
WILLIAM R. HEARST III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5 SOLE VOTING POWER
NUMBER -0-
OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 12,927,660 SHARES OF WHICH 12,555,720 SHARES
OWNED BY ARE DIRECTLY HELD BY KPCB VII, 321,940 SHARES
REPORTING ARE DIRECTLY HELD BY KPCB ZF II, AND 50,000
PERSON SHARES ARE DIRECTLY HELD BY KPCB VIII
WITH ASSOCIATES. KPCB VII ASSOCIATES IS THE GENERAL
PARTNER OF KPCB VII AND KPCB ZF II. MR. HEARST
IS A GENERAL PARTNER OF KPCB VII ASSOCIATES AND
KPCB VIII ASSOCIATES. MR. HEARST DISCLAIMS
BENEFICIAL OWNERSHIP OF THE SHARES HELD
DIRECTLY BY KPCB VII, KPCB ZF II AND KPCB VIII
ASSOCIATES.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
12,927,660 SHARES OF WHICH 12,555,720 SHARES
ARE DIRECTLY HELD BY KPCB VII, 321,940 SHARES
ARE DIRECTLY HELD BY KPCB ZF II, AND 50,000
SHARES ARE DIRECTLY HELD BY KPCB VIII
ASSOCIATES. KPCB VII ASSOCIATES IS THE GENERAL
PARTNER OF KPCB VII AND KPCB ZF II. MR. HEARST
IS A GENERAL PARTNER OF KPCB VII ASSOCIATES AND
KPCB VIII ASSOCIATES. MR. HEARST DISCLAIMS
BENEFICIAL OWNERSHIP OF THE SHARES HELD
DIRECTLY BY KPCB VII, KPCB ZF II AND KPCB VIII
ASSOCIATES.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,927,660
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0000459191 13G Page 8 of 21 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
VINOD KHOSLA
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5 SOLE VOTING POWER
NUMBER -0-
OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 12,927,660 SHARES OF WHICH 12,555,720 SHARES
OWNED BY ARE DIRECTLY HELD BY KPCB VII, 321,940 SHARES
REPORTING ARE DIRECTLY HELD BY KPCB ZF II, AND 50,000
PERSON SHARES ARE DIRECTLY HELD BY KPCB VIII
WITH ASSOCIATES. KPCB VII ASSOCIATES IS THE GENERAL
PARTNER OF KPCB VII AND KPCB ZF II. MR. KHOSLA
IS A GENERAL PARTNER OF KPCB VII ASSOCIATES AND
KPCB VIII ASSOCIATES. MR. KHOSLA DISCLAIMS
BENEFICIAL OWNERSHIP OF THE SHARES HELD
DIRECTLY BY KPCB VII, KPCB ZF II AND KPCB VIII
ASSOCIATES.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
12,927,660 SHARES OF WHICH 12,555,720 SHARES
ARE DIRECTLY HELD BY KPCB VII, 321,940 SHARES
ARE DIRECTLY HELD BY KPCB ZF II, AND 50,000
SHARES ARE DIRECTLY HELD BY KPCB VIII
ASSOCIATES. KPCB VII ASSOCIATES IS THE GENERAL
PARTNER OF KPCB VII AND KPCB ZF II. MR. KHOSLA
IS A GENERAL PARTNER OF KPCB VII ASSOCIATES AND
KPCB VIII ASSOCIATES. MR. KHOSLA DISCLAIMS
BENEFICIAL OWNERSHIP OF THE SHARES HELD
DIRECTLY BY KPCB VII, KPCB ZF II AND KPCB VIII
ASSOCIATES.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,927,660
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0000459191 13G Page 9 of 21 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
JOSEPH LACOB
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5 SOLE VOTING POWER
NUMBER -0-
OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 12,927,660 SHARES OF WHICH 12,555,720 SHARES
OWNED BY ARE DIRECTLY HELD BY KPCB VII, 321,940 SHARES
REPORTING ARE DIRECTLY HELD BY KPCB ZF II, AND 50,000
PERSON SHARES ARE DIRECTLY HELD BY KPCB VIII
WITH ASSOCIATES. KPCB VII ASSOCIATES IS THE GENERAL
PARTNER OF KPCB VII AND KPCB ZF II. MR. LACOB
IS A GENERAL PARTNER OF KPCB VII ASSOCIATES AND
KPCB VIII ASSOCIATES. MR. LACOB DISCLAIMS
BENEFICIAL OWNERSHIP OF THE SHARES HELD
DIRECTLY BY KPCB VII, KPCB ZF II AND KPCB VIII
ASSOCIATES.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
12,927,660 SHARES OF WHICH 12,555,720 SHARES
ARE DIRECTLY HELD BY KPCB VII, 321,940 SHARES
ARE DIRECTLY HELD BY KPCB ZF II, AND 50,000
SHARES ARE DIRECTLY HELD BY KPCB VIII
ASSOCIATES. KPCB VII ASSOCIATES IS THE GENERAL
PARTNER OF KPCB VII AND KPCB ZF II. MR. LACOB
IS A GENERAL PARTNER OF KPCB VII ASSOCIATES AND
KPCB VIII ASSOCIATES. MR. LACOB DISCLAIMS
BENEFICIAL OWNERSHIP OF THE SHARES HELD
DIRECTLY BY KPCB VII, KPCB ZF II AND KPCB VIII
ASSOCIATES.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,927,660
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0000459191 13G Page 10 of 21 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
BERNARD LACROUTE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5 SOLE VOTING POWER
NUMBER -0-
OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 12,877,660 SHARES OF WHICH 12,555,720 SHARES
OWNED BY ARE DIRECTLY HELD BY KPCB VII AND 321,940
REPORTING SHARES ARE DIRECTLY HELD BY KPCB ZF II. KPCB
PERSON VII ASSOCIATES IS THE GENERAL PARTNER OF KPCB
WITH VII AND KPCB ZF II. MR. LACROUTE IS A GENERAL
PARTNER OF KPCB VII ASSOCIATES. MR. LACROUTE
DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES
HELD DIRECTLY BY KPCB VII AND KPCB ZF II.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
12,877,660 SHARES OF WHICH 12,555,720 SHARES
ARE DIRECTLY HELD BY KPCB VII AND 321,940
SHARES ARE DIRECTLY HELD BY KPCB ZF II. KPCB
VII ASSOCIATES IS THE GENERAL PARTNER OF KPCB
VII AND KPCB ZF II. MR. LACROUTE IS A GENERAL
PARTNER OF KPCB VII ASSOCIATES. MR. LACROUTE
DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES
HELD DIRECTLY BY KPCB VII AND KPCB ZF II.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,877,660
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0000459191 13G Page 11 of 21 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
JAMES LALLY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5 SOLE VOTING POWER
NUMBER -0-
OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 12,877,660 SHARES OF WHICH 12,555,720 SHARES
OWNED BY ARE DIRECTLY HELD BY KPCB VII AND 321,940
REPORTING SHARES ARE DIRECTLY HELD BY KPCB ZF II. KPCB
PERSON VII ASSOCIATES IS THE GENERAL PARTNER OF KPCB
WITH VII AND KPCB ZF II. MR. LALLY IS A GENERAL
PARTNER OF KPCB VII ASSOCIATES. MR. LALLY
DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES
HELD DIRECTLY BY KPCB VII AND KPCB ZF II.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
12,877,660 SHARES OF WHICH 12,555,720 SHARES
ARE DIRECTLY HELD BY KPCB VII AND 321,940
SHARES ARE DIRECTLY HELD BY KPCB ZF II. KPCB
VII ASSOCIATES IS THE GENERAL PARTNER OF KPCB
VII AND KPCB ZF II. MR. LALLY IS A GENERAL
PARTNER OF KPCB VII ASSOCIATES. MR. LALLY
DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES
HELD DIRECTLY BY KPCB VII AND KPCB ZF II.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,877,660
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0000459191 13G Page 12 of 21 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DOUGLAS J. MACKENZIE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5 SOLE VOTING POWER
NUMBER -0-
OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 12,927,660 SHARES OF WHICH 12,555,720 SHARES
OWNED BY ARE DIRECTLY HELD BY KPCB VII, 321,940 SHARES
REPORTING ARE DIRECTLY HELD BY KPCB ZF II, AND 50,000
PERSON SHARES ARE DIRECTLY HELD BY KPCB VIII
WITH ASSOCIATES. KPCB VII ASSOCIATES IS THE GENERAL
PARTNER OF KPCB VII AND KPCB ZF II. MR.
MACKENZIE IS A GENERAL PARTNER OF KPCB VII
ASSOCIATES AND KPCB VIII ASSOCIATES. MR.
MACKENZIE DISCLAIMS BENEFICIAL OWNERSHIP OF THE
SHARES HELD DIRECTLY BY KPCB VII, KPCB ZF II
AND KPCB VIII ASSOCIATES.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
12,927,660 SHARES OF WHICH 12,555,720 SHARES
ARE DIRECTLY HELD BY KPCB VII, 321,940 SHARES
ARE DIRECTLY HELD BY KPCB ZF II, AND 50,000
SHARES ARE DIRECTLY HELD BY KPCB VIII
ASSOCIATES. KPCB VII ASSOCIATES IS THE GENERAL
PARTNER OF KPCB VII AND KPCB ZF II. MR.
MACKENZIE IS A GENERAL PARTNER OF KPCB VII
ASSOCIATES AND KPCB VIII ASSOCIATES. MR.
MACKENZIE DISCLAIMS BENEFICIAL OWNERSHIP OF THE
SHARES HELD DIRECTLY BY KPCB VII, KPCB ZF II
AND KPCB VIII ASSOCIATES.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,927,660
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0000459191 13G Page 13 of 21 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
E. FLOYD KVAMME
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5 SOLE VOTING POWER
NUMBER -0-
OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 12,877,660 SHARES OF WHICH 12,555,720 SHARES
OWNED BY ARE DIRECTLY HELD BY KPCB VII AND 321,940
REPORTING SHARES ARE DIRECTLY HELD BY KPCB ZF II. KPCB
PERSON VII ASSOCIATES IS THE GENERAL PARTNER OF KPCB
WITH VII AND KPCB ZF II. MR. KVAMME IS A GENERAL
PARTNER OF KPCB VII ASSOCIATES. MR. KVAMME
DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES
HELD DIRECTLY BY KPCB VII AND KPCB ZF II.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
12,877,660 SHARES OF WHICH 12,555,720 SHARES
ARE DIRECTLY HELD BY KPCB VII AND 321,940
SHARES ARE DIRECTLY HELD BY KPCB ZF II. KPCB
VII ASSOCIATES IS THE GENERAL PARTNER OF KPCB
VII AND KPCB ZF II. MR. IS A GENERAL PARTNER
OF KPCB VII ASSOCIATES. MR. DISCLAIMS
BENEFICIAL OWNERSHIP OF THE SHARES HELD
DIRECTLY BY KPCB VII AND KPCB ZF II.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,877,660
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 14 of 21 Pages
ITEM 1(a) NAME OF ISSUER:
At Home Corporation
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
425 Broadway Street
Redwood City, CA 94063
ITEM 2(a)-(c) NAME, ADDRESS AND CITIZENSHIP OF PERSONS FILING:
This statement is being filed by KPCB VII Associates, whose
principal business address is 2750 Sand Hill Road, Menlo
Park, California 94025. The names and business addresses
and citizenships of all the general partners of KPCB VII
Associates are set forth on Exhibit B hereto. In addition,
certain general partners of KPCB VII Associates are also
general partners of KPCB VIII Associates.
KPCB VII Associates is general partner to Kleiner Perkins
Caufield & Byers VII, L.P., a California limited
partnership ("KPCB VII") and KPCB Information Sciences
Zaibatsu Fund II, L.P., a California limited partnership
("KPCB ZF II"). With respect to KPCB VII Associates, this
statement relates only to KPCB VII Associates and, for
those general partners of KPCB VII Associates who are also
general partners of and KPCB VIII Associates, KPCB VII
Associates' indirect, beneficial ownership of the shares of
Common Stock of At Home Corporation, held directly by KPCB
VII, KPCB ZF II and KPCB VIII Associates (the "Shares")
and, to the extent applicable, to the shares over which
each general partner exercises sole voting and dispositive
control. The Shares are held directly by KPCB VII, KPCB ZF
II and KPCB VIII Associates and KPCB VII Associates does
not directly or otherwise hold any Shares. Management of
the business affairs of KPCB VII Associates and KPCB VIII
Associates including decisions respecting disposition
and/or voting of the Shares, is by majority decision of the
general partners of KPCB VII Associates and KPCB VIII
Associates, respectively, each of whom disclaims beneficial
ownership of the Shares.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock
<PAGE>
Page 15 of 21 Pages
ITEM 2(e) CUSIP NUMBER:
0000459191
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
ITEM 4. OWNERSHIP.
See items 5-11 of cover pages hereto.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable
ITEM 6. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Under certain circumstances set forth in the limited
partnership agreements of KPCB VII, KPCB VII Associates,
KPCB VI, KPCB ZF II and KPCB VIII Associates the general
and limited partners of such entities may have the right to
receive dividends on, or the proceeds from the sale of the
Shares of At Home Corporation held by such entity. No such
partner's rights relate to more than five percent of the
class.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not Applicable
ITEM 8. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable
<PAGE>
Page 16 of 21 Pages
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
ITEM 10. CERTIFICATION.
Not Applicable
<PAGE>
Page 17 of 21 Pages
SIGNATURES
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.
Date: February 10, 1998
BROOK H. BYERS KPCB VII ASSOCIATES, L.P., A CALIFORNIA
KEVIN R. COMPTON LIMITED PARTNERSHIP
L. JOHN DOERR
WILLIAM R. HEARST III
VINOD KHOSLA
E. FLOYD KVAMME By: /s/ Kevin R. Compton
JOSEPH S. LACOB -----------------------------
BERNARD J. LACROUTE A General Partner
JAMES P. LALLY
DOUGLAS P. MACKENZIE KLEINER PERKINS CAUFIELD &
BYERS VII, L.P., A CALIFORNIA
By: /s/ Michael S. Curry LIMITED PARTNERSHIP
-------------------------------
Michael S. Curry By KPCB VII Associates, L.P., a California
Attorney-in-Fact limited partnership, its General Partner
By: /s/ Kevin R. Compton
-----------------------------
A General Partner
<PAGE>
Page 18 of 21 Pages
EXHIBIT INDEX
Found on
Sequentially
Exhibit Numbered Page
- ------- -------------
Exhibit A: Agreement of Joint Filing 19
Exhibit B: List of General Partners of KPCB VII Associates 20
<PAGE>
Page 19 of 21 Pages
EXHIBIT A
AGREEMENT OF JOINT FILING
The undersigned hereby agree that they are filing jointly pursuant to
Rule 13d-1 of the Act the statement dated February 10, 1998, containing the
information required by Schedule 13G, for the Shares of At Home Corporation,
held by Kleiner Perkins Caufield & Byers VII, L.P., a California limited
partnership, and with respect to the general partners, such other holdings as
may be reported therein.
Date: February 10, 1998
BROOK H. BYERS KLEINER PERKINS CAUFIELD &
KEVIN R. COMPTON BYERS VII, L.P., A CALIFORNIA
L. JOHN DOERR LIMITED PARTNERSHIP
WILLIAM R. HEARST III
VINOD KHOSLA By KPCB VII Associates, L.P.,
E. FLOYD KVAMME a California limited
JOSEPH S. LACOB partnership, its General Partner
BERNARD J. LACROUTE
JAMES P. LALLY
DOUGLAS P. MACKENZIE
By: /s/ Kevin R. Compton
By: /s/ Michael S. Curry -------------------------------
------------------------------ A General Partner
Michael S. Curry
Attorney-in-Fact
KPCB VII ASSOCIATES, A CALIFORNIA
LIMITED PARTNERSHIP
By: /s/ Kevin R. Compton
------------------------------
A General Partner
<PAGE>
Page 20 of 21 Pages
EXHIBIT B
General Partners of
KPCB VII Associates, a California limited partnership
Set forth below, with respect to each general partner of KPCB VII
Associates, is the following: (a) name; (b) business address; and (c)
citizenship.
1. (a) Brook H. Byers+
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
2. (a) Kevin R. Compton+
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
3. (a) L. John Doerr+
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
4. (a) William R. Hearst III+
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
5. (a) Vinod Khosla+
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
6. (a) E. Floyd Kvamme
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
7. (a) Joseph S. Lacob+
(b) c/o Kleiner Perkins Caufield & Byers
<PAGE>
Page 21 of 21 Pages
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
8. (a) Bernard J. Lacroute
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
9. (a) James P. Lally
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
10. (a) Douglas P. MacKenzie+
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
________________
+ Listed individual is also a general partner of KPCB VIII Associates, L.P.,
a California limited partnership.
