-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E5Cm5KvDAoVfM59foEFEYFraWSF0vuFma+hhw0r7ZTMdYPHgEH98WNJXpjEwhGhm Gp9aMfq17mHUxgeIrKxOzQ== 0000950131-99-004441.txt : 19990726 0000950131-99-004441.hdr.sgml : 19990726 ACCESSION NUMBER: 0000950131-99-004441 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990723 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST DATA CORP CENTRAL INDEX KEY: 0000883980 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 470731996 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43356 FILM NUMBER: 99669341 BUSINESS ADDRESS: STREET 1: 5660 NEW NORTHSIDE DRIVE SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 7708570001 MAIL ADDRESS: STREET 1: 5660 NEW NORTHSIDE DRIVE SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST DATA CORP CENTRAL INDEX KEY: 0000883980 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 470731996 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5660 NEW NORTHSIDE DRIVE SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 7708570001 MAIL ADDRESS: STREET 1: 5660 NEW NORTHSIDE DRIVE SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30328 SC 13D/A 1 AMENDMENT #1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 1)* iMALL, Inc. ----------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 45244X207 --------- (CUSIP Number) Michael T. Whealy Executive Vice President and General Counsel First Data Corporation 5660 New Northside Drive Atlanta, Georgia 30328 (770) 690-4201 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 12, 1999 ------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 8 Pages) - --------------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ----------------------- --------------------- CUSIP NO. 45244X207 13D Page 2 of 8 Pages - ----------------------- --------------------- - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) First Data Merchant Services Corporation IRS No. 59-2126793 - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* Not Applicable - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER 2,000,000 NUMBER OF ----------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ----------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,000,000 PERSON WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.33% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------- --------------------- CUSIP NO. 45244X207 13D Page 3 of 8 Pages - ----------------------- --------------------- - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) First Data Corporation IRS No. 47-0731996 - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* Not Applicable - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER 2,000,000 NUMBER OF ----------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ----------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,000,000 PERSON WITH ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.33% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------- --------------------- CUSIP NO. 45244X207 13D Page 4 of 8 Pages - ----------------------- --------------------- This Amendment No. 1 (this "Amendment") relates to the Statement on Schedule 13D, dated November 30, 1998 (as so amended, the "Statement"), filed with the Securities and Exchange Commission (the "SEC") on behalf of First Data Corporation, a Delaware corporation ("First Data"), and First Data Merchant Services Corporation, a Florida corporation and a wholly owned subsidiary of First Data ("FDMS"), with respect to the Common Stock, par value $.008 per share (the "Stock"), of iMALL, Inc., a Nevada corporation ("iMall"). The principal executive office of iMall is located at 233 Wilshire Boulevard, Suite 820, Santa Monica, California 90401. ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Statement is hereby amended to add the following: On July 12, 1999, FDMS entered into a Voting Agreement (the "Voting Agreement") with At Home Corporation, a Delaware corporation ("Parent"), and iMall. A copy of the Voting Agreement is incorporated by reference as Exhibit 5 hereto. The description of the Voting Agreement in this Item 4 and in Item 6 is qualified in its entirety by reference to such Exhibit. Pursuant to the Voting Agreement, FDMS has agreed to vote all Stock beneficially owned by FDMS: . in favor of the merger of Shop Nevada, Inc., a Nevada corporation and a wholly owned subsidiary of Parent ("Merger Sub"), into iMall (the "Merger"), as contemplated by the Agreement and Plan of Merger, dated as of July 12, 1999, among Parent, Merger Sub, and iMall (the "Merger Agreement"); . in favor of an amendment to iMall's Articles of Incorporation which would delete a supermajority vote requirement in connection with certain dispositions of assets of iMall; and . against approval of (1) any proposal made in opposition to or in competition with consummation of the Merger, (2) any merger, consolidation, sale of assets, reorganization or recapitalization with any party other than Parent or its affiliates, or (3) any liquidation or winding up of iMall. - ----------------------- --------------------- CUSIP NO. 45244X207 13D Page 5 of 8 Pages - ----------------------- --------------------- The Merger Agreement is filed with the SEC as Exhibit 2.1 to iMall's Current Report on Form 8-K dated July 13, 1999. In addition, on July 12, 1999, iMall and FDMS entered into an Amendment No. 1 to the Investment Agreement (the "Investment Agreement Amendment") which provides that, so long as the Merger Agreement is in effect, the Warrant for 5,000,000 shares of iMall Stock as contemplated by the Investment Agreement will not be issued. A copy of the Investment Agreement Amendment is incorporated by reference as Exhibit 6 hereto. The description of the Investment Agreement Amendment in this Item 4 and in Item 6 is qualified in its entirety by reference to such Exhibit. Except as set forth above, none of the Reporting Persons has any plans or proposals which relate to or would result in the types of transactions set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5(a) of the Statement is hereby amended to read in its entirety as follows: (a) At the First Closing, on October 30, 1999, FDMS received from iMall 1,540,000 shares of Stock, representing 8.73% of the outstanding shares of Stock (such percentage being calculated based on the representation of iMall in its Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999, that on March 31, 1999 there were 17,645,266 shares of Stock outstanding). At the Second Closing, on February 9, 1999, FDMS received from iMall 460,000 shares of Stock, which, together with the shares received at the First Closing, represents 11.33% of the outstanding shares of Stock (such percentage being calculated based on the representation of iMall in its Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999, that on March 31, 1999 there were 17,645,266 shares of Stock outstanding). Since FDMS is a wholly owned subsidiary of First Data, First Data may be deemed the beneficial owner of all of the shares of Stock set forth in this Item 5(a). Except as set forth in this Item 5(a), none of First Data, FDMS or, to the knowledge of either of them, any executive officer or director of First Data or FDMS identified in Item 2 of the Statement beneficially owns any shares of Stock. Item 5(b) of the Statement is hereby amended to read in its entirety as follows: (b) FDMS has the sole voting power and sole dispositive power over the 2,000,000 shares of Stock delivered to it at the First Closing and the Second Closing. As described in Item 4, FDMS has agreed to vote in favor of the Merger and against any competing - ----------------------- --------------------- CUSIP NO. 45244X207 13D Page 6 of 8 Pages - ----------------------- --------------------- acquisition proposals or other agreements that would impede or prevent the Merger. In addition, FDMS has agreed, subject to certain exceptions, not to transfer any of the Stock of iMall until earlier of the termination of the Voting Agreement or the record date for the meeting at which the stockholders of iMall are asked to vote upon approval of the Merger Agreement and Merger. Since FDMS is a wholly owned subsidiary of First Data, First Data may be deemed to have sole voting power and sole dispositive power over the shares of Stock set forth in this Item 5(b). The information contained in Item 5(a) is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 of the Statement is hereby amended to include the following: Exhibit Number Description - -------------- ----------- 5 Voting Agreement dated as of July 12, 1999, by and among At Home Corporation, iMall, Inc., and First Data Merchant Services Corporation. 6 Amendment No. 1 to Investment Agreement dated as of July 12, 1999 between iMall, Inc. and First Data Merchant Services Corporation. - ----------------------- --------------------- CUSIP NO. 45244X207 13D Page 7 of 8 Pages - ----------------------- --------------------- 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: July 23, 1999 FIRST DATA MERCHANT SERVICES CORPORATION By: /s/ Michael T. Whealy --------------------------- Name: Michael T. Whealy Title: Secretary 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: July 23, 1999 FIRST DATA CORPORATION By: /s/ Michael T. Whealy -------------------------- Name: Michael T. Whealy Title: Executive Vice President and General Counsel - ----------------------- --------------------- CUSIP NO. 45244X207 13D Page 8 of 8 Pages - ----------------------- --------------------- Exhibit Index ------------- Exhibit Number Description - -------------- ----------- 5 Voting Agreement dated as of July 12, 1999, among At Home Corporation, iMall, Inc., and First Data Merchant Services Corporation. 6 Amendment No. 1 to Investment Agreement dated as of July 12, 1999 between iMall, Inc. and First Data Merchant Services Corporation. COMPANY DATA COMPANY CONFORMED NAME: IMALL INC CENTRAL INDEX KEY: 0001020862 STANDARD INDUSTRIAL CLASS.: 8200 IRS NUMBER: 592544687 STATE OF INCORPORATION: NV FISCAL YEAR END 1231 BUSINESS ADDRESS: STREET 1: 233 WILSHIRE BOULEVARD STREET 2: SUITE 820 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 3103094000 SROS: NASD EX-99.5 2 VOTING AGREEMENT DATED 7/12/99 Exhibit 5 Voting Agreement This Voting Agreement (the "Agreement") is made and entered into as of July 12, 1999, between At Home Corporation, a Delaware corporation ("Parent"), and the undersigned stockholder ("Stockholder") of iMall, Inc., a Nevada corporation ("Company"). Recitals A. Concurrently with the execution of this Agreement, Parent, Company and Shop Nevada, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), are entering into an Agreement and Plan of Merger (the "Merger Agreement") which provides for the merger (the "Merger") of Merger Sub with and into Company. Pursuant to the Merger, shares of capital stock of Company will be converted into shares of 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 Company Common Stock as is indicated on the final page of this Agreement. C. As a material inducement to enter into the Merger Agreement, Parent desires Stockholder to agree, and Stockholder is willing to agree, to vote the Shares (as defined below), and such other shares of capital stock of Company over which Stockholder has voting power, so as to facilitate consummation of the Merger. 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 Company Common Stock owned of record or beneficially by Stockholder or over which Stockholder exercises voting power, in each case, as of the record date for persons entitled (a) to receive notice of, and to vote at the meeting of the stockholders of Company 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 Company with respect to the matters referred to in Section 1.2. Stockholder agrees that any shares of capital stock of Company that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership or over which Stockholder exercises voting power after the execution of this Agreement and prior to the date of termination of this Agreement pursuant to Section 3 below 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 Company (including all shares of Company Common Stock and all options, warrants and other rights to acquire shares of Company Common Stock) beneficially owned by Stockholder as of the date of this Agreement; and (ii) all additional securities of Company (including all additional shares of Company Common Stock and all additional options, warrants and other rights to acquire shares of Company Common Stock) 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 for the meeting at which stockholders of Company are asked to vote upon approval of the Merger Agreement and the Merger (the "Record Date"). 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 entering into a merger, consolidation or other business combination of any nature with another entity or entities. 1.2 Agreement to Vote Shares. Until the termination of this Agreement pursuant to Section 3 below, at every meeting of the stockholders of Company 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 Company with respect to any of the following, Stockholder shall cause the Shares to be voted (i) in favor of approval of the Merger Agreement and the Merger, (ii) in favor of approval of an amendment to the Articles of Incorporation of the Company which deletes Article VI.C of the Company's Articles of Incorporation regarding a supermajority vote requirement in certain dispositions of assets of the Company and (iii) against approval of (a) any proposal made in opposition to or in competition with consummation of the Merger, (b) any merger, consolidation, sale of assets, reorganization or recapitalization with any party other than Parent or its affiliates or (c) any liquidation or winding up of Company. 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 (A) as may be required by (i) the foreclosure on any encumbrance secured by such Subject Securities as of the date hereof or (ii) court order or (B) for transfers to any subsidiary of First Data Corporation, provided that such subsidiary agrees in writing to be bound by the terms of this Agreement as though such subsidiary were a Stockholder, and that notice and a copy of such agreement are provided to Parent prior to such transfer, Stockholder agrees not to Transfer any of the Subject Securities. 1.4 Lockup. During the period beginning on the Effective Date (as defined in the Merger Agreement) and ending on the date which is nine months after the Effective Date, Stockholder shall not sell, pledge, transfer or otherwise dispose of more than 1,610,000 shares of Parent Series A Common Stock, par value $0.01 per share ("Parent Common Stock"), received by Stockholder (i) in connection with shares of Company Common Stock issued upon consummation of the Merger or (ii) pursuant to an exercise of the Parent Warrant (as defined in 2 the Merger Agreement). Parent Stockholder understands that Parent may give Parent's transfer agent stop transfer instructions in order to ensure compliance with this provision. 1.5 Agreement to Register. At the Effective Time, Parent and Stockholder shall enter into the Registration Rights Agreement in the form attached hereto as Exhibit A. Stockholder agrees that the Registration Rights Agreement dated as of October 30, 1998 between the Company and Stockholder and the Stockholders Agreement dated as of October 30, 1998 among the Company, Stockholder and certain other stockholders of the Company shall be terminated at the Effective Time. 2. Representations and Warranties of Stockholder. Stockholder (i) is the owner of record or beneficially or Stockholder exercises voting power of the shares of Company Common Stock indicated on the final page of this Agreement, which 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, subject to the terms of the Investment Agreement, dated as of October 30, 1998, as amended July 12, 1999, between the Company and First Data Merchant Services Corporation and the Stockholders Agreement, dated as of October 30, 1998, among the Company, First Data Merchant Services Corporation, Richard M. Rosenblatt, Mark R. Comer and Craig R. Pickering; and (ii) has the legal capacity or full corporate power and authority to make, enter into and carry out the terms of this Agreement. 2.1 Public Disclosure. Parent and Stockholder will consult with each other, and to the extent practicable, agree, before issuing any press release or otherwise making any public statement with respect to this Agreement, the First Data Agreements (as defined in the Merger Agreement) or the Merger and will not issue any such press release or make any such public statement prior to such consultation, except as may be required by law or any listing agreement with a national securities exchange. The parties have agreed to the text of the joint press release announcing the signing of this Agreement and the First Data Agreements. 3. Termination. This Agreement shall terminate and shall have no further force or effect as of such date and time as the Merger Agreement shall have been terminated pursuant to Article VII thereof. 4. Miscellaneous. 4.1 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. 4.2 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 provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by 3 either of the parties without prior written consent of the other. Any purported assignment in violation of this Section shall be void. 4.3 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. 4.4 Specific Performance; Injunctive Relief. The parties hereto acknowledge that Parent 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 Parent upon any such violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity. 4.5 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service to the respective parties as follows (or at such other address for a party as shall be specified by like notice): If to Parent: At Home Corporation 425 Broadway Street Redwood City, CA 94063 Attn: General Counsel with a copy to: Fenwick & West LLP Two Palo Alto Square Palo Alto, California 94306 Attn: Gordon K. Davidson Douglas N. Cogen If to Stockholder, to the address for notice set forth on the last page hereof. with a copy to: Sidley & Austin One First National Plaza Chicago, Illinois 60603 Attn: Frederick C. Lowinger Michael A. Gordon 4.6 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of California, without regard to the principles of conflict of laws thereof. 4 4.7 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. 4.8 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. 4.9 Effect of Headings. The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement. * * * * * 5 In Witness Whereof, the parties have caused this Voting Agreement to be duly executed on the date and year first above written. AT HOME CORPORATION By: /s/ Mark C. Stevens --------------------------------- Name: Mark C. Stevens Title: Executive Vice President Stockholder: By: /s/ Richard E. Aiello --------------------------------- Name: Richard E. Aiello Title: Senior Vice President, First Data Merchant Services Stockholder's Address for Notice: 6200 South Quebec Street Englewood, Colorado 80111 Attn: General Counsel Shares of Company Common Stock Beneficially Owned by Stockholder: ---------------------- [Voting Agreement] 6 EX-99.6 3 AMENDMENT #1 TO INVESTMENT AGREEMENT Exhibit 6 AMENDMENT NO. 1 TO INVESTMENT AGREEMENT This Amendment No. 1, dated as of July 12, 1999 (this "Amendment") to the Investment Agreement, dated as of October 30, 1998 (the "Agreement"), is made by and between iMall, Inc., a Nevada corporation (the "Corporation"), and First Data Merchant Services Corporation, a Florida corporation ("Investor"). RECITALS WHEREAS, the Corporation and Investor entered into the Agreement pursuant to which, among other things, (i) Investor purchased from the Corporation an aggregate of 2,000,000 shares of common stock of the Corporation, and (ii) the Corporation committed to issue to Investor a warrant for 5,000,000 shares of common stock of the Corporation subject to the satisfaction of certain performance objectives; WHEREAS, concurrently with the execution of this Amendment, the Corporation, At Home Corporation, a Delaware corporation ("Parent"), and Shop Nevada, Inc., a Nevada corporation ("Merger Sub"), are entering into an Agreement and Plan of Merger which provides for the merger (the "Merger") of Merger Sub with and into the Corporation; and WHEREAS, in connection with the execution of the Merger Agreement, the Corporation and Investor desire to amend certain provisions of the Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. The first sentence of Section 8.1(b) of the Agreement shall be amended and restated to read as follows: "If, at any time during the Warrant Term, the Corporation has either (i) 25,000 Subscribers using Electronic Commerce Tools or (ii) 50,000 Subscribers for any product, then the Investor shall be entitled to issuance of the Warrant; provided, however, that the Warrant shall not be issued at any time the Merger Agreement is in full force and effect." 1. At the Effective Time (as defined in the Merger Agreement), Sections 5.2, 6.1, 6.2, 6.5, 6.6, 6.7, Article VII and Article VIII shall be deleted in their entirety and replaced with the words "Intentionally Omitted." 2. THE VALIDITY, MEANING AND EFFECT OF THIS AMENDMENT SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THAT STATE. 3. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and such counterparts together shall constitute one instrument. IN WITNESS WHEREOF, the parties hereto have executed this Amendment on this 12th day of July, 1999. iMall, Inc. /s/ Richard M. Rosenblatt --------------------------------- By: Richard M. Rosenblatt Title: Chairman and Chief Executive Officer First Data Merchant Services Corporation /s/ Richard E. Aiello --------------------------------- By: Richard E. Aiello Title Senior Vice President 2 -----END PRIVACY-ENHANCED MESSAGE-----