-----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, UtjOIzv0ek2YVZr5m6A/HqnpM376dx8e9hDWsjcDK334C6fX0uH1NKiGLbCJIvSf PHO0brC/PUQpwgdyt/EB+g== 0000891618-99-003404.txt : 19990809 0000891618-99-003404.hdr.sgml : 19990809 ACCESSION NUMBER: 0000891618-99-003404 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990712 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AT HOME CORP CENTRAL INDEX KEY: 0001020620 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 770408542 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22697 FILM NUMBER: 99675014 BUSINESS ADDRESS: STREET 1: 425 BROADWAY ST CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6505695000 MAIL ADDRESS: STREET 1: 425 BROADWAY ST CITY: REDWOOD STATE: CA ZIP: 94063 8-K 1 FORM 8-K DATED 7/12/1999 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): JULY 12, 1999 AT HOME CORPORATION - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) DELAWARE ------------------------------------------------------ (State or other jurisdiction of incorporation) 000-22697 77-0408542 - ---------------------------- -------------------------- (Commission (IRS Employer File Number) Identification No.) 450 BROADWAY STREET, REDWOOD CITY, CA 94063 - -------------------------------------------------- -------------------- (Address of principal executive offices) (Zip Code) (650) 569-5000 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 ITEM 5: OTHER EVENTS. On July 12, 1999, At Home Corporation, a Delaware corporation (the "COMPANY"), iMall, Inc., a Nevada corporation ("iMALL") and Shop Nevada, Inc., a Nevada corporation ("MERGER SUB") entered into an Agreement and Plan of Merger (the "MERGER AGREEMENT"). Subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into iMall (the "MERGER"), with iMall to survive the Merger and to become a wholly-owned subsidiary of the Company. At the effective time of the Merger, 0.46 shares of the Company's Series A Common Stock will be exchanged for each outstanding share of iMall Common Stock (the "EXCHANGE RATIO"). Options to purchase shares of iMall Common Stock will be assumed by the Company and converted into options to purchase shares of the Company's Series A Common Stock, and the exercise price and number of shares of the Company's Series A Common Stock subject to these options will be adjusted according to the Exchange Ratio. Certain warrants to purchase shares of iMall Common Stock will be assumed by the Company and converted into warrants to purchase shares of the Company's Series A Common Stock according to the Exchange Ratio. The warrant issuable to First Data Merchant Services Corporation ("First Data") for shares of iMall Common Stock pursuant to that certain Investment Agreement dated October 30, 1998 will be canceled at the effective time of the Merger and the Company will issue to First Data a warrant to purchase 2,300,000 shares of Company Series A Common Stock at an exercise price of $36.9565 per share. It is the intent of the parties that the transaction qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code and be accounted for as a purchase. Several of the executive officers of iMall, including the Chief Executive Officer of iMall, Richard Rosenblatt, will continue to serve in executive positions with the Company or in positions equivalent to an executive of the Company. The Company entered into voting agreements with certain stockholders of iMall. Under the voting agreements, these stockholders agreed to vote their shares in favor of approval of the Merger and related matters; the stockholders also agreed not to transfer any of the securities covered by the voting agreements. Certain of the stockholders concurrently delivered irrevocable proxies to the Company, granting the Company the power to vote all of their shares in favor of the Merger. The stockholders retained the power to vote the shares on all other matters. The foregoing description is qualified in its entirety by reference to the full text of the Merger Agreement and the form of voting agreement listed as exhibits to this report. The Merger is subject to several customary closing conditions, including approval by the stockholders of iMall. -2- 3 ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 2.01 Agreement and Plan of Merger, dated July 12, 1999, among the Company, Merger Sub and iMall.* 2.02 Form of Voting Agreement entered into between the Company and certain stockholders of iMall on July 12, 1999, together with the form of Irrevocable Proxy delivered therewith.* 99.01 Press Release issued by the Company on July 13, 1999, announcing that the Company and iMall had signed a definitive merger agreement. * Incorporated by reference to exhibits to the Company's Schedule 13D filed with the Securities and Exchange Commission on July 27, 1999. -3- 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 30, 1999 AT HOME CORPORATION By: /s/ DAVID G. PINE -------------------------------------- David G. Pine, Vice President, General Counsel and Secretary -4- 5 EXHIBIT INDEX 99.01 Press Release issued by the Company on July 13, 1999, announcing that the Company and iMall had signed a definitive merger agreement. -5- EX-99.1 2 PRESS RELEASE 1 EXHIBIT 99.01 FOR IMMEDIATE RELEASE Media Contacts: Melissa Walia Elizabeth Sullivan Courtney Darby Excite@Home First Data Merchant Services Middleberg + Associates (650) 556-2213 (516) 577-7019 (212) 699-2545 Jeff Lloyd iMall (310) 788-2850 Excite@Home Announces Acquisition of iMall and Strategic E-Commerce Agreement with First Data Deal advances online shopping for consumers, and provides end-to-end commerce solution for businesses REDWOOD CITY, CA/ATLANTA, GA-- July 13, 1999 -- Excite@Home (Nasdaq: ATHM), a global media company, today announced that it has signed a definitive agreement to acquire iMall, Inc. (Nasdaq: IMAL), a leading provider of fully integrated, "one-stop" e-commerce solutions. In the merger, Excite@Home will issue approximately 8.3 million shares of Excite@Home stock, having a value of approximately $425 million and also will assume iMall's outstanding options and warrants. In addition, Excite@Home and First Data Corporation (NYSE: FDC) subsidiary First Data Merchant Services, a leading electronic commerce payments solution provider, today announced an agreement to enable merchants to quickly establish an online commerce storefront with transaction capabilities and access to Excite's millions of daily users. These two agreements provide Excite@Home with industry-leading momentum in adding merchants to the Excite Shopping Service for consumers. For businesses, the First Data/iMall solution will be marketed through @Work, Excite@Home's business-to-business division which provides Internet access and hosting solutions, to various Original Equipment Manufacturing (OEM) resellers and other third parties that want to offer their e-commerce services for sale. First Data gains the opportunity to begin generating enormous consumer traffic for its merchant alliance partners' and financial institution customers' online merchants. Excite@Home and First Data will also explore opportunities to develop and cross-promote additional products and services in a preferred marketing relationship. This relationship has the potential to give Excite@Home in-store exposure to a base of more than two million merchant locations, and First Data clients' merchants exposure to Excite's 22 million unique visitors each month. The three-way relationship leverages iMall's unique commerce capabilities, which make it extremely easy for merchants to set up an online storefront, and First Data's electronic commerce payment solutions and processing technologies to enable merchants to put up electronic storefronts which will enrich the Excite Shopping Service. These services, along with Excite's popularity with consumers, position Excite@Home and First Data at the forefront of offering merchants commerce solutions on the Web. EXCITE@HOME AND FIRST DATA LEVERAGE ASSETS First Data Merchant Services, which processes and settles more than 5 billion credit and debit card transactions annually, currently has an 11% ownership stake in iMall. First Data will work with Excite@Home to market its new e-commerce solution to First Data's financial institution clients and their respective merchants. Merchants using the new commerce solution on the Excite portal service will automatically have all back-end banking services 2 integrated, including merchant application processing and transaction gateway, set up in hours rather than weeks. As merchants are additionally enrolled into Excite@Home's searchable directory of products and stores, the Excite Shopping service will have one of the largest shopping offerings for consumers online. Inside the Excite@Home Network, this new solution will be leveraged in two ways: - The Business-To-Business offering: The new electronic commerce solution will be offered to partners through @Work. For small businesses, the First Data/iMall solution will continue to be marketed through third parties that want to offer their e-commerce services for sale. o The Business-To-Consumer offering: The suite of electronic commerce services will serve the business-to-consumer market through the Excite portal. Merchants can benefit from the significant reach of the popular Excite Shopping Service (http://www.excite.com/shopping). As First Data's financial institution partners begin promoting the new solution, and merchants begin establishing Web storefronts with thousands of offerings, the Excite Shopping Service is well positioned to become a premier online shopping area with an unparalleled breadth and depth of both merchants and products. These online merchants will be supported through promotion and Web advertising designed to generate traffic and increase sales activities for their sites. SCALING E-COMMERCE FOR ALL MERCHANTS WITH IMALL Excite@Home and First Data will offer merchants one of the easiest and fastest solutions to become an online retailer. The joint e-commerce solution offers merchants a comprehensive package of electronic commerce tools to get online and start selling the same day, including: Web-site development, online shopping carts, a merchant account, sales tax and shipping calculations, secure payment processing, and most important, traffic-building and promotions opportunities. "We view this agreement with Excite@Home as a natural extension of and terrific enhancement to our Internet commerce strategy. Our clients' merchants will benefit from the enormous traffic that the Excite service generates, and our financial institution partners will have an even more compelling proposition to enhance existing customer relationships as well as attract new merchant customers. This agreement reinforces our leadership position in providing e-commerce payment solutions, and we see significant opportunities to leverage this relationship both today and for the long term," said Ric Duques, chairman and chief executive officer of First Data Corporation. "Through our acquisition of iMall and our new relationship with First Data, we have in a single step become a leader in offering the most complete end-to-end e-commerce solutions to merchants who want to become online retailers - a huge trend in American commerce," said George Bell, president, Excite@Home. "The combined solution gives us critical mass to bring together online buyers and sellers with new services for our business-to-business efforts - benefiting our @Work division, and business-to-consumer transactions. By becoming the best solution for merchants, we attract thousands of stores and products that will make the Excite shopping services the best choice for consumers looking to buy online." THE ACQUISITION OF IMALL Excite@Home and iMall have executed a definitive agreement for the acquisition of iMall. Under that agreement, each shareholder of iMall will receive 0.46 shares of Excite@Home Series A Common Stock for each share of iMall Common Stock. The transaction is subject to customary closing conditions, including approval by the shareholders of iMall. The transaction is expected to close in the 4th quarter of 1999. As part of the agreement, First Data, Richard Rosenblatt and certain other iMall shareholders who, in the aggregate, hold over 40% of the outstanding shares of iMall, have agreed to vote in favor of the transaction. After the closing of the acquisition, iMall will operate as an independent subsidiary of Excite@Home reporting to its @Work division. "Offering a simple turn-key solution is critical to getting stores online and is the foundation of our business strategy. Joining the Excite@Home family is an exciting next step in the life of our company," said Richard Rosenblatt, CEO, iMall, Inc. "We are delighted to deliver this opportunity to iMall shareholders. iMall set the standard with e-commerce solutions that enabled merchants to set up shop on the Web in less than a day, and -2- 3 now together with the popular Excite Shopping Service and Excite@Home's @Work division, we will deliver huge benefits to both merchants and consumers." ABOUT IMALL iMall, Inc. is a leading provider of fully integrated, "one-stop" e-commerce solutions. iMall's unique e-commerce solutions and integrated process allow businesses to create fully commerce enabled Web sites or add transaction capabilities to their existing ones, establish "Internet ready" merchant accounts online, and process customer orders securely through iMall's proprietary payment gateway. To help increase businesses' online sales, iMall's popular shopping portals and sophisticated shopper services are integrated into iMall's e-commerce solutions. iMall's e-commerce solution, merchantstuff.com, created jointly with First Data Merchant Services, in located at http://www.merchantstuff.com. iMall's shopping portals are located at http://www.imall.com and http://www.stuff.com. For additional information, visit iMall's corporate site at http://www.imallinc.com. ABOUT FIRST DATA Atlanta-based First Data Corporation (NYSE: FDC) is a leader in payment services, electronic commerce and transaction management products and services. First Data and its principal operating units process the information that allows millions of consumers to pay for goods and services by credit, debit or stored-value card at the point of sale, over the Internet, by check or by wire transfer. First Data Merchant Services Corporation (FDMS), a wholly owned subsidiary of First Data Corporation, is one of the nation's leading providers of electronic commerce solutions for hundreds of financial institutions and two million merchant locations. For further information, visit http://www.firstdata.com. ABOUT EXCITE@HOME Excite@Home (Nasdaq: ATHM) is a global media company based in Redwood City, Calif. Through the company's narrowband portal, Excite (http://www.excite.com), and broadband services, @Home and @Work, the company uniquely offers consumers content and interactive services across both narrowband and broadband, and advertisers highly targeted marketing solutions across all platforms of delivery. Leveraging the high-speed, always-on attributes of cable, Excite@Home empowers unique multimedia applications that go beyond current Web experiences. The company will combine the Excite brand - one of the best known names on the Internet with 70 percent recognition among Web users - with @Home's broad distribution, a worldwide footprint of more than 65 million cable homes, to deliver on its vision of "All Band, All Device, All the Time." ### Excite@Home, Excite, the @ logo, @Work, and @Home are trademarks of At Home Corporation and may be registered in certain jurisdictions. All other brand and product names are trademarks of their respective owners. This press release contains forward-looking information within the meaning of Section 27A of the Securities Exchange Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the safe harbors created by those sections. These forward-looking statements include statements related to: the successful introduction of an e-commerce solution that will enable merchants to quickly establish through the Excite portal an online commerce storefront with transaction capabilities; the benefits provided to online merchants that adopt this solution; the breath of exposure for this solution that will be generated by the parties marketing and promotional efforts; the growth in the Excite Shopping Service following the introduction of this solution; and Excite@Home's emergence as a leader in offering the most complete end-to-end e-commerce solutions to merchants. Actual results may differ materially due to a number of risks. In particular, the transactions described in this press release are contingent on the satisfaction of customary closing conditions and the approval of iMall's shareholders, and there can be no assurance that such transactions will be completed. Additional risks include numerous technological, operational and financial challenges associated with developing and deploying the e-commerce solutions described in this press release; the parties ability to successfully combine their respective areas of expertise; the success of the parties' marketing and promotion programs in building demand for their e-commerce solution; and the attractiveness of competitive e-commerce offerings. The matters discussed in this press release also involve risks and uncertainties described -3- 4 from time to time in Excite@Home's, iMall's and First Data Corporation's filings with the Securities and Exchange Commission. Excite@Home, iMall and First Data Corporation assume no obligation to update the forward-looking information contained in this press release. Copyright (c) 1995-1999 At Home Corporation. All Rights Reserved. @Home, Excite@Home, @Work, Excite, and the @ logo are the trademarks of At Home Corporation, and may be registered in certain jurisdictions. -4- -----END PRIVACY-ENHANCED MESSAGE-----