TELE COMMUNICATIONS INC /CO/
SC 13D/A, 1999-01-25
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                                (Amendment No. 1)

                   Under the Securities Exchange Act of 1934*

                               AT HOME CORPORATION
                                (Name of Issuer)

                 Series A Common Stock, par value $.01 per share
                         (Title of Class of Securities)

                                    045919101
                                 (CUSIP Number)

        Stephen M. Brett, Esq., Executive Vice President, Secretary, and
                                General Counsel,
                            Tele-Communications, Inc.
     Terrace Tower II, 5619 DTC Parkway, Englewood, CO 80111 (303-267-5500)
     ----------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                JANUARY 19, 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 [ ].

*The remainder of this cover page should 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).

                            Exhibit Index is on Page: 9


                                     Page 1

<PAGE>   2

   CUSIP No. 045919101

(1)  Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
     Persons

     TELE-COMMUNICATIONS, INC.
     84-1260157

(2)  Check the Appropriate Box if a Member of a Group 
                                           (a) [ ] 
                                           (b) [X] 

(3)  SEC Use Only

(4)  Source of Funds
     WC

(5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
     or 2(e) [ ]

(6)  Citizenship or Place of Organization
     Delaware

Number of Shares Beneficially  (7)  Sole Voting Power         0 shares
   Owned by Each Reporting 
         Person With           (8)  Shared Voting Power       47,260,000 shares*

                               (9)  Sole Dispositive Power    0 shares

                               (10) Shared Dispositive Power  47,260,000 shares*

(11) Aggregate Amount Beneficially Owned by Each Reporting Person 
     47,260,000 shares

(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares  [X]

(13) Percent of Class Represented by Amount in Row (11)
          39.1%

     Assumes conversion of all 15,400,000 shares of Series B Common Stock owned
     by the Reporting Person into shares of Series A Common Stock. Because each
     share of Series B Common Stock generally is entitled to ten votes per share
     while each share of Series A Common Stock and Series K Common Stock is
     entitled to one vote per share, the Reporting Person may be deemed to
     beneficially own equity securities of the Company representing
     approximately 71.0% of the outstanding voting power of the Company.

(14) Type of Reporting Person (See Instructions)
          CO

- -------------

*    Excludes (i) shares held by other parties to the Stockholders' Agreement
     and (ii) shares held by directors and executive officers of the Reporting
     Person.


                                     Page 2

<PAGE>   3

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D
                                (Amendment No. 1)

                                  Statement of

                            TELE-COMMUNICATIONS, INC.

                            Pursuant to Section 13(d)
                     of the Securities Exchange Act of 1934
                                  in respect of

                               AT HOME CORPORATION

     This Amendment No. 1 to Schedule 13D (this "Amendment") hereby amends and
supplements the initial Statement on Schedule 13D (the "Statement") of
Tele-Communications, Inc. ("TCI" or the "Reporting Person"), relating to the
Series A Common Stock, par value $.01 per share (the "Series A Common Stock"),
of At Home Corporation, a Delaware corporation (the "Company"). TCI, together
with certain other holders of shares of Series A Common Stock which are parties
to the Amended and Restated Stockholders' Agreement, dated as of July 16, 1997,
as amended (the "Stockholders' Agreement"), may constitute a "group" for
purposes of Rule 13d-5 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), with respect to their respective beneficial ownership of
the shares of Series A Common Stock. The filing of this Amendment shall not
constitute an admission that TCI and such persons constitute a "group" for
purposes of Rule 13d-5 promulgated under the Exchange Act. Unless otherwise
indicated, capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Statement.

     The summary descriptions contained in this Amendment of certain agreements
and documents are qualified in their entirety by reference to the complete texts
of such agreements and documents filed as Exhibits hereto and incorporated
herein by reference.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     Item 3 of the Statement is hereby amended and supplemented by adding the
following information:

     In August 1998, TCI purchased 800,000 shares of Series A Common Stock in a
registered offering of the Company for an aggregate purchase price of
$36,900,000. Such purchase price for the Series A Common Stock was obtained from
working capital of TCI.

ITEM 4.  PURPOSE OF TRANSACTION.

     Item 4 of the Statement is hereby amended and supplemented by adding the
following information:

     In connection with the proposed acquisition of Excite, Inc. ("Excite") by
the Company (the "Excite Merger"), the subsidiary of TCI which is the record
owner of all shares of Common Stock beneficially owned by TCI ("TCI Sub"), the
Company and Excite entered into a voting 


                                     Page 3
<PAGE>   4

agreement, dated as of January 19, 1999 (the "Voting Agreement"). The Voting
Agreement was entered into in connection with the execution and delivery of the
Agreement and Plan of Restructuring and Merger (the "Merger Agreement") among
the Company, Excite and Countdown Acquisition Corp., a wholly owned subsidiary
of the Company.

     Pursuant to the Voting Agreement, TCI Sub has agreed to vote all Shares (as
defined in the Voting Agreement) in favor of (i) the Company's issuance of
shares of Series A Common Stock in connection with the Excite Merger and (ii) an
amendment to the Company's Amended and Restated Certificate of Incorporation
increasing the number of authorized shares of Series A Common Stock from 200
million to 233 million, reducing the number of authorized shares of Series K
Common Stock to an amount equal to the number of such shares currently
outstanding, and making corresponding changes to the number of authorized shares
of capital stock and Common Stock (the "Company Proposals"). The Voting
Agreement also contains restrictions on TCI's ability to Transfer (as defined in
the Voting Agreement) shares of Common Stock. Such restrictions on Transfer are
subject to certain exceptions. The Voting Agreement will terminate upon the
first to occur of: (i) September 30, 1999; (ii) the consummation of the Excite
Merger; (iii) the termination of the Merger Agreement; (iv) the failure of
Excite's stockholders to approve the Merger Agreement at the first meeting of
such stockholders at which such matter is considered; and (v) breach of any of
the corresponding voting agreements entered into by certain of Excite's
stockholders. Approval of each of the Company Proposals requires the affirmative
vote of the holders of a majority of the outstanding voting power of the
Company. Because TCI beneficially owns shares having a majority of such voting
power, the effect of the Voting Agreement is to insure (subject to the terms and
conditions of the Voting Agreement) stockholder approval of each of the Company
Proposals.

     Also in connection with the Excite Merger, TCI and AT&T Corp. ("AT&T")
entered into a letter agreement in which AT&T consented pursuant to the merger
agreement between TCI and AT&T to TCI Sub's execution of the Voting Agreement
and agreed that it would not intentionally take any action (or fail to take any
action) following its acquisition of TCI which would result in a TCI Change in
Control (as defined in the Master Distribution Agreement) by virtue of a change
in the composition of a majority of TCI's Board of Directors within one year
following such merger. The descriptions of the Voting Agreement and such letter
agreement are each qualified in their entirety by reference to the text of such
agreements, which are attached as Exhibits hereto and incorporated herein by
reference.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

     Item 5 of the Statement is hereby amended and supplemented by adding the
following information:

     Based upon the information set forth in the Merger Agreement, as of January
15, 1999, there were outstanding 105,329,712 shares of Series A Common Stock,
15,400,000 shares of Series B Common Stock and 2,609,707 shares of Series K
Common Stock. The Reporting Person currently owns 31,860,000 shares of Series A
Common Stock and 15,400,000 shares of Series B Common Stock. As of the date
hereof and assuming the conversion into Series A Common Stock of all shares of
Series B Common Stock held by the Reporting Person, the Reporting Person
beneficially owns an aggregate of 47,260,000 shares of Series A Common Stock, or
approximately 39.1% of the shares of Series A Common Stock deemed outstanding
(assuming such conversion). The shares of Series A Common Stock beneficially
owned by TCI constitute approximately 30.2% of the outstanding shares of Series
A Common Stock (without giving effect to the conversion of shares of Series B
Common Stock). The shares of Series B 


                                     Page 4
<PAGE>   5

Common Stock beneficially owned by TCI constitute 100% of the outstanding shares
of Series B Common Stock. The foregoing amounts exclude shares of Series A
Common Stock held by executive officers and directors of TCI. TCI disclaims
beneficial ownership of all shares held by such officers and directors.

     Because of the voting power attributable to the Series B Common Stock
beneficially owned by the Reporting Person, together with the Series A Common
Stock beneficially owned by it, the Common Stock beneficially owned by the
Reporting Person constitutes approximately 71.0% of the outstanding voting power
of the Company. The foregoing includes the voting power attributable to the
Series K Common Stock but does not give effect to the proposed issuance of
shares of Series A Common Stock in the Excite Merger.

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
         RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER

     Item 6 of the Statement is hereby amended and supplemented by adding the
following information:

     The information set forth in Items 3, 4 and 5 of this Statement is hereby
incorporated by reference herein.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

<TABLE>
<CAPTION>
Exhibit
No.          Exhibit
- -------      -------

<S>          <C>
10.7         Voting Agreement, dated as of January 19, 1999, among the Company,
             Excite and TCI.

10.8         Letter Agreement, dated January 17, 1999, between TCI and AT&T.
</TABLE>

                          [Signature on following page]


                                     Page 5
<PAGE>   6

                                    SIGNATURE



     After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.

Dated: January 22, 1999


                                            TELE-COMMUNICATIONS, INC.



                                            By:   /s/ Stephen M. Brett
                                                 -------------------------------
                                                 Stephen M. Brett
                                                 Executive Vice President, 
                                                 Secretary and General Counsel


                                     Page 6
<PAGE>   7

                                   SCHEDULE 1

              Directors, Executive Officers and Controlling Persons
                                       of
                        Tele-Communications, Inc. ("TCI")

<TABLE>
<CAPTION>
                                       DIRECTORS
                                       ---------

Name                  Principal Occupation &                                Principal Business or Organization in
- ----                  Business Address                                      Which such Employment Is Conducted
                      ----------------------                                -------------------------------------
<S>                   <C>                                                   <C>
                     
Donne F. Fisher       Consultant & Director of TCI; Business Executive      Cable television & telecommunications
                      5619 DTC Parkway                                      & programming services
                      Englewood, CO 80111
                     
John W. Gallivan      Director of TCI; Director of                          Newspaper publishing
                      Kearns-Tribune Corporation
                      400 Tribune Building
                      Salt Lake City, UT 84111
                     
Paul A. Gould         Director of TCI; an Executive Vice President          Investment banking services
                      & a Managing Director of
                      Allen & Company Incorporated
                      711 5th Avenue
                      New York, New York 10022
                     
Leo J. Hindery, Jr.   President & Director of TCI                           Cable television & telecommunications
                      5619 DTC Parkway                                      & programming services
                      Englewood, CO 80111
                     
Jerome H. Kern        Vice Chairman of the Board & a Director of TCI;       Business Consulting; Law
                      Consultant; Special Counsel
                      to Baker & Botts, L.L.P.
                      5619 DTC Parkway
                      Englewood, CO 80111
                     
Kim Magness           Director of TCI; Business Executive                   Management of various business enterprises
                      4000 E. Belleview
                      Englewood, CO 80111
                     
John C. Malone        Chairman of the Board, Chief Executive Officer &      Cable television & telecommunications
                      Director of TCI                                       & programming services
                      5619 DTC Parkway
                      Englewood, CO 80111
                     
Robert A. Naify       Director of TCI; President & Chief Executive          Provider of services to the motion picture
                      Officer of Todd-AO Corporation                        industry
                      172 Golden Gate Avenue
                      San Francisco, CA 94102
</TABLE>           


                                     Page 7
<PAGE>   8

<TABLE>
<CAPTION>
                                       DIRECTORS
                                       ---------

Name                  Principal Occupation &                                Principal Business or Organization in
- ----                  Business Address                                      Which such Employment Is Conducted
                      ----------------------                                -------------------------------------
<S>                   <C>                                                   <C>

J C Sparkman          Consultant & Director of TCI                          Cable television & telecommunications
                      5619 DTC Parkway                                      & programming services
                      Englewood, CO 80111

                              EXECUTIVE OFFICERS
                              ------------------

Robert R. Bennett     Executive Vice President of TCI                       Cable television & telecommunications
                      5619 DTC Parkway                                      & programming services
                      Englewood, CO 80111

Gary K. Bracken       Executive Vice President & Controller                 Cable television & telecommunications
                      of TCI Communications, Inc.                           & programming services
                      5619 DTC Parkway
                      Englewood, CO 80111

Stephen M. Brett      Executive Vice President, Secretary                   Cable television & telecommunications
                      & General Counsel of TCI                              & programming services
                      5619 DTC Parkway
                      Englewood, CO 80111

William R.            Executive Vice President & Chief Operating Officer    Cable television & telecommunications &
Fitzgerald            of TCI Communications, Inc.                           programming services
                      5619 DTC Parkway
                      Englewood, CO  80111

Gary S. Howard        Executive Vice President of TCI                       Cable television & telecommunications
                      5619 DTC Parkway                                      & programming services
                      Englewood, CO 80111

Marvin L. Jones       Executive Vice President of TCI                       Cable television & telecommunications
                      5619 DTC Parkway                                      & programming services
                      Englewood, CO 80111

Ann M. Koets          Executive Vice President of                           Cable television & telecommunications
                      TCI Communications, Inc.                              & programming services
                      5619 DTC Parkway
                      Englewood, CO 80111

Larry E. Romrell      Executive Vice President of TCI                       Cable television & telecommunications
                      5619 DTC Parkway                                      & programming services
                      Englewood, CO 80111

Bernard W.            Senior Vice President & Treasurer of TCI              Cable television & telecommunications
Schotters, II         5619 DTC Parkway                                      & programming services
                      Englewood, CO 80111
</TABLE>


                                     Page 8
<PAGE>   9
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
No.            Exhibit
- ---            -------
<S>            <C>
10.7           Voting Agreement, dated as of January 19, 1999, among the Company, Excite and TCI.

10.8           Letter Agreement, dated January 17, 1999, between TCI and AT&T.
</TABLE>


                                     Page 9

<PAGE>   1
                                                                   Exhibit 10.7

                             PARENT VOTING AGREEMENT


         This Parent Voting Agreement ("AGREEMENT") is made and entered into as
of January 19, 1999, between Excite, Inc., a Delaware corporation (the
"COMPANY"), At Home Corporation, a Delaware corporation ("PARENT") and the
undersigned stockholder ("STOCKHOLDER") of Parent.

                                    RECITALS

         A.  Concurrently with the execution of this Agreement, Parent, the
Company and Countdown Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Parent ("MERGER SUB"), are entering into an Agreement
and Plan of Reorganization, dated as of January 19, 1999 (the "MERGER
AGREEMENT") which provides for the merger (the "MERGER") of Merger Sub with and
into the Company. Pursuant to the Merger, shares of capital stock of the Company
will be converted into Series A Common Stock of Parent on the basis described in
the Merger Agreement. Capitalized terms used but not defined herein shall have
the meanings set forth in the Merger Agreement.

         B.  Stockholder is the record holder of such number of outstanding
shares of Series A Common Stock and Series B Common Stock of Parent as is
indicated on the final page of this Agreement.

         C.  As a material inducement to enter into the Merger Agreement, the
Company desires Stockholder to agree, and Stockholder is willing to agree, to
vote the Shares (as defined below) and other such shares of capital stock of the
Parent over which Stockholder has voting power so as to facilitate consummation
of the Merger.

         NOW, THEREFORE, intending to be legally bound, the parties agree as
follows:

         1.  Agreement to Vote Shares.

             1.1  Definitions. For purposes of this Agreement:

         "SHARES" shall mean all issued and outstanding shares of Series A
Common Stock and Series B Common Stock of Parent owned of record or beneficially
(over which beneficially-owned shares Stockholder exercises voting power) by
Stockholder as of the record date for persons entitled (a) to receive notice of,
and to vote at the meeting of the stockholders of Parent called for the purpose
of voting on the matters referred to in Section 1.2, or (b) to take action by
written consent of the stockholders of Parent with respect to the matters
referred to in Section 1.2. Stockholder agrees that any shares of Series A
Common Stock or Series B Common Stock of Parent that Stockholder purchases or
with respect to which Stockholder otherwise acquires beneficial ownership 


                                     Page 1
<PAGE>   2

(over which beneficially-owned shares Stockholder exercises voting power) after
the execution of this Agreement and prior to the date of termination of this
Agreement shall be subject to the terms and conditions of this Agreement to the
same extent as if they constituted Shares on the date hereof.

         "SUBJECT SECURITIES" shall mean: (i) all securities of Parent
(including all shares of Series A Common Stock and Series B Common Stock of
Parent and all options, warrants and other rights to acquire shares of Series A
Common Stock or Series B Common Stock of Parent) beneficially owned by
Stockholder as of the date of this Agreement; and (ii) all additional securities
of Parent (including all additional shares of Series A Common Stock and Series B
Common Stock of Parent and all additional options, warrants and other rights to
acquire shares of Series A Common Stock or Series B Common Stock of Parent) of
which Stockholder acquires ownership during the period from the date of this
Agreement through the earlier of termination of this Agreement pursuant to
Section 3 below or the record date (the "RECORD DATE") for the meeting at which
stockholders of Parent are asked to vote upon (i) the issuance of shares of
Series A Common Stock of Parent pursuant to the Merger and (ii) an amendment to
the introductory paragraph and paragraphs (a) and (c) of Article IV of Parent's
Amended and Restated Certificate of Incorporation in the Form attached hereto as
Exhibit A (collectively the "PARENT STOCKHOLDER PROPOSALS").

         Stockholder shall be deemed to have effected a "Transfer" of a security
if Stockholder directly or indirectly: (i) sells, pledges, encumbers, transfers
or disposes of, or grants an option with respect to, such security or any
interest in such security; or (ii) enters into an agreement or commitment
providing for the sale, pledge, encumbrance, transfer or disposition of, or
grant of an option with respect to, such security or any interest therein.
Stockholder shall not be deemed to have effected a "Transfer" of a security by
virtue of (i) it or any member of its Stockholder Group (as such term is defined
in that certain Amended and Restated Stockholders' Agreement, dated August 1,
1996, among Parent and the parties indicated therein, as subsequently amended
(the "STOCKHOLDERS AGREEMENT")) entering into a merger, consolidation or other
business combination of any nature with another entity or entities, including,
without limitation, in connection with the proposed merger of
Tele-Communications, Inc. with a subsidiary of AT&T Corp. or as part of any
restructuring activities contemplated in connection therewith or (ii) any
Transfer made pursuant to the requirements of the Stockholders Agreement.

               1.2  Agreement to Vote Shares. Until the termination of this
Agreement pursuant to Section 3 below, at every meeting of the stockholders of
Parent called with respect to any of the following, and at every adjournment
thereof, and on every action or approval by written consent of the stockholders
of Parent with respect to any of the following, Stockholder shall cause the
Shares to be voted in favor of approval of the Parent Stockholder Proposals.

               1.3  No Transfer of Subject Securities. Until the earlier of
termination of this Agreement pursuant to Section 3 below or the Record Date,
except as may be 


                                     Page 2
<PAGE>   3

required by (i) the foreclosure on any encumbrance secured by such Subject
Securities as of the date hereof, (ii) court order or (iii) the Stockholders
Agreement, Stockholder agrees not to (a) take any action that would have the
effect of converting shares of Series B Common Stock into shares of Series A
Common Stock of Parent or reducing the voting power of the Series B Common Stock
vis-a-vis the Series A Common Stock of Parent or (b) Transfer any of the Subject
Securities, unless each transferee to which any of such Subject Securities, or
any interest in any of such Subject Securities, is or may be Transferred shall
have executed a counterpart of this Agreement and agreed in writing to hold such
Subject Securities (or interest in any of such Subject Securities) subject to
all of the terms and provisions of this Agreement; provided that no Transfer may
be made that would have any of the effects described in clause (a) of this
Section 1.3.

         2.  Representations and Warranties of the Stockholder. Stockholder (i)
is the record owner of the shares of Series A Common Stock and Series B Common
Stock of Parent indicated on the final page of this Agreement, which, except as
set forth in the Stockholders Agreement, at the date hereof are free and clear
of any liens, claims, options, charges or other encumbrances that would
adversely affect the ability of Stockholder to carry out the terms of this
Agreement; and (ii) has full corporate power and authority to make, enter into
and carry out the terms of this Agreement.

         3.  Termination. This Agreement shall terminate and shall have no
further force or effect as of the first to occur of (i) September 30, 1999, (ii)
such date and time as the Merger shall become effective in accordance with the
terms and provisions of the Merger Agreement, (iii) such date and time as the
Merger Agreement shall have been terminated pursuant to Article VII thereof,
(iv) the first meeting of the Company's stockholders at which the Merger is
considered and not approved or (v) any breach by a party other than Parent of
any of the Company Voting Agreements.

         4.  Indemnification. In the event of any litigation or claim in
connection with the Merger or this Agreement, Parent will indemnify and hold
Stockholder and AT&T Corp. and their respective directors, officers and
affiliates harmless against all losses, liabilities and expenses, including
reasonable attorneys' fees (collectively, "LOSSES"), incurred in connection with
such litigation or claim, unless such Losses result from the breach by
Stockholder of this Agreement.

         5.  Miscellaneous.

             5.1  Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, then the remainder of the terms, provisions, covenants
and restrictions of this Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.

             5.2  Binding Effect and Assignment. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but, except as
otherwise specifically 


                                     Page 3
<PAGE>   4

provided herein, neither this Agreement nor any of the rights, interests or
obligations of the parties hereto may be assigned by any of the parties without
prior written consent of the other parties.

             5.3  Amendments and Modification. This Agreement may not be
modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by the parties hereto.

             5.4  Specific Performance; Injunctive Relief. The parties hereto
acknowledge that the Company will be irreparably harmed and that there will be
no adequate remedy at law for a violation of any of the covenants or agreements
of Stockholder set forth herein. Therefore, it is agreed that, in addition to
any other remedies that may be available to the Company upon any such violation,
the Company shall have the right to enforce such covenants and agreements by
specific performance, injunctive relief or by any other means available to the
Company at law or in equity.

             5.5  Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and sufficient if delivered in
person, by cable, telegram or telex, or sent by mail (registered or certified
mail, postage prepaid, return receipt requested) or overnight courier (prepaid)
to the respective parties as follows:

             If to the Company:  Excite, Inc.
                                 555 Broadway
                                 Redwood City, California 94063
                                 Attn: General Counsel

             With a copy to:     Fenwick & West
                                 Two Palo Alto Square
                                 Palo Alto, California 94306
                                 Attn: Mark Stevens

             If to Parent:       At Home Corporation
                                 425 Broadway
                                 Redwood City, California 94063
                                 Attn: Vice President, General Counsel


             With a copy to:     Wilson Sonsini Goodrich & Rosati, P.C.
                                 650 Page Mill Road
                                 Palo Alto, California 94304
                                 Attn: Larry W. Sonsini, Esq.
                                       Marty Korman, Esq.

             and a copy to:      Baker & Botts, L.L.P.
                                 599 Lexington Avenue
                                 New York, New York 10022-6030
                                 Attn: Frederick H. McGrath


                                     Page 4
<PAGE>   5

             If to Stockholder:  To the address for notice set forth on the last
                                 page hereof.

             With a copy to:     Wilson Sonsini Goodrich & Rosati, P.C.
                                 650 Page Mill Road
                                 Palo Alto, California 94304
                                 Attn: Larry W. Sonsini, Esq.
                                       Marty Korman, Esq.

             and a copy to:      Baker & Botts, L.L.P.
                                 599 Lexington Avenue
                                 New York, New York 10022-6030
                                 Attn: Frederick H. McGrath

or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall only be
effective upon receipt.

               5.6  Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the internal laws of the State of
Delaware (without regard to the principles of conflict of laws thereof).

               5.7  Entire Agreement. This Agreement contains the entire
understanding of the parties in respect of the subject matter hereof, and
supersedes all prior negotiations and understandings, both oral and written,
between the parties with respect to such subject matter.

               5.8  Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.

               5.9  Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction or interpretation of this
Agreement.


                                     Page 5

<PAGE>   6

                                    Exhibit A
                        (To the Parent Voting Agreement)



                                   ARTICLE IV
                                AUTHORIZED STOCK

         "The total number of shares of capital stock which the Corporation
shall have authority to issue is two hundred sixty million six hundred fifty
nine thousand seven hundred seven (260,659,707) shares, of which two hundred
fifty one million nine thousand seven hundred seven (251,009,707) shares shall
be common stock with a par value of $.01 per share ("COMMON STOCK"), and nine
million six hundred fifty thousand (9,650,000) shares shall be preferred stock
with a par value of $.01 per share ("PREFERRED STOCK"). Said shares of Common
Stock and Preferred Stock shall be divided into the following series:"

         "(a) Two hundred thirty three million (233,000,000) shares of Common
Stock shall be of a series designated as "SERIES A COMMON STOCK"; provided,
however, that of such authorized shares of Series A Common Stock, fifteen
million four hundred thousand (15,400,000) shares are hereby reserved for
issuance upon conversion of shares of Series B Common Stock and shall only be
issued upon conversion of such shares of Series B Common Stock, and two million
six hundred nine thousand seven hundred seven (2,609,707) shares are hereby
reserved for issuance upon conversion of shares of Series K Common Stock and
shall only be issued upon conversion of such shares of Series K Common Stock;"

         "(c) Two million six hundred nine thousand seven hundred seven
(2,609,707) shares of Common Stock shall be of a series designated as "SERIES K
COMMON STOCK"; and"

<PAGE>   7

         IN WITNESS WHEREOF, the parties have caused this Parent Voting
Agreement to be duly executed on the date and year first above written.

                                            EXCITE, INC.

                                            By:

                                            Name:

                                            Title:


                                            AT HOME CORPORATION

                                            By:

                                            Name:

                                            Title:


                                            STOCKHOLDER:

                                            By:

                                            Name:

                                            Title:

                                            Stockholder's Address for Notice:



                                                  Outstanding Shares of Series
                                            A Common Stock of Parent

                                                  Outstanding Shares of Series B
                                            Common Stock of Parent

***PARENT VOTING AGREEMENT***

<PAGE>   1
                                                                   Exhibit 10.8

                            TELE-COMMUNICATIONS, INC.
                                5619 DTC Parkway
                            Englewood, Colorado 80111


                                January 17, 1999



Mr. C. Michael Armstrong
AT&T Corp.
295 North Maple Avenue
Basking Ridge, New Jersey  07920

         Re: At Home Corporation

Dear Mr. Armstrong:

         This letter hereby confirms our discussion concerning those certain
change of control provisions (the "Change of Control Provisions") set forth in
Section 10 of the Master Distribution Agreement Term Sheet (the "Term Sheet")
attached as Exhibit A to a letter agreement dated May 15, 1997 between At Home
Corporation, Tele-Communications, Inc. ("TCI"), Comcast Corporation, Cox
Enterprises, Inc., Kleiner, Perkins, Caufield & Byers, and certain of their
respective affiliates, as such term sheet has been amended by the letter
agreement, dated as of October 2, 1997, as amended as of October 10, 1997, among
the parties to the May 15, 1997 letter agreement and Cablevision Systems
Corporation and certain of its affiliates. As we have discussed, you and we
agree that it is in the best interests of AT&T Corp. ("AT&T") and TCI that a TCI
Change of Control (as defined in Section 1(a) of the Term Sheet) not occur as a
result of the proposed acquisition of TCI by AT&T (such as would trigger certain
rights by which certain exclusivity obligations may be terminated pursuant to
the Change of Control Provisions). A TCI Change of Control is defined in part to
occur upon certain changes in the membership of the Board of Directors of TCI
following a change in majority voting power of TCI. The definition of a TCI
Change of Control and the Change of Control Provisions are set forth in full in
Appendix A hereto.

         Therefore, it is hereby agreed that following the acquisition of TCI by
AT&T, AT&T shall not intentionally take such action or fail to take such action
as would trigger clause (ii) of the definition of TCI Change of Control set
forth in Appendix A hereto.

         In addition, AT&T hereby consents for all purposes (including with
regard to the agreement between TCI and AT&T entered into in connection with the
proposed acquisition of TCI by AT&T) to the execution by TCI Internet Holdings
Inc. of a form of Voting Agreement in substantially the form as attached hereto
as Appendix B (the "Voting Agreement").
<PAGE>   2

         This letter agreement shall terminate and be of no further force and
effect upon any termination of the Voting Agreement pursuant to Sections 3(i),
3(iii), 3(iv) or 3(v) thereof.

         If the foregoing is acceptable to you, please execute the copy of this
letter agreement in the space below.


                                    TELE-COMMUNICATIONS, INC.



                                    Leo J. Hindery Jr.,
                                    President and Chief Operating Officer

ACCEPTED AND AGREED
this ___ day of January, 1999


AT&T CORP.



C. Michael Armstrong,
Chairman of the Board and
Chief Executive Officer

<PAGE>   3

                                   APPENDIX A


Definition of TCI Change of Control

         "TCI Change of Control" shall be deemed to have occurred at such time
as (i) any Person or a group of Persons acting in concert (including a natural
person or any form of business entity but excluding Bob Magness, John C. Malone,
their respective lineal descendants, any estate or trust for beneficiaries of
any of the foregoing or any stockholder that was a member of the controlling
group of TCI as of the Execution Date, and any employee stock purchase or
similar plan) owns an amount of stock representing in excess of 50% of the
voting power of the outstanding common stock of TCI and, (ii) as a result of
achieving such ownership, at any time prior to the first anniversary of
achieving such ownership the Persons who were members of the Board of Directors
of TCI as of the date of achieving such ownership, plus any additional directors
not designated by such Persons or group of Persons described in clause (i) which
are approved by a majority of the directors who were directors as of the date of
achieving such ownership, no longer constitute a majority of the entire Board of
Directors of TCI.


Change of Control Provisions

10.  CHANGE OF CONTROL OF TCI.

Following the occurrence of a TCI Change of Control, either CCI or Comcast
Cable, so long as it is an Exclusive Stockholder, shall be entitled to elect to
terminate the Restricted Period as to all Cable Parents and their Controlled
Affiliates by giving written notice to such effect to each other Stockholder and
@Home, in which case no Cable Parent or its Controlled Affiliate shall have any
remaining obligations under the Cable Parent Exclusivity Provisions.






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