-----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, Fa0Kt+yEwiCWFOVcUUEtTmmkerI7INUJN1rVNRpUKblBPuxdlpE4VgaHGmRqFEDr j0xZRTbDh4KDjwduUECxrw== 0000891618-99-002261.txt : 19990517 0000891618-99-002261.hdr.sgml : 19990517 ACCESSION NUMBER: 0000891618-99-002261 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990514 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: S-3/A SEC ACT: SEC FILE NUMBER: 333-72669 FILM NUMBER: 99623601 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 S-3/A 1 AMENDMENT #3 TO THE FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 14, 1999 REGISTRATION NO. 333-72669 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 3 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ AT HOME CORPORATION (EXACT NAME OF THE REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 77-0408542 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION)
425 BROADWAY STREET REDWOOD CITY, CALIFORNIA 94063 (650) 569-5000 (ADDRESS AND TELEPHONE NUMBER OF THE REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) KENNETH A. GOLDMAN CHIEF FINANCIAL OFFICER AT HOME CORPORATION 425 BROADWAY STREET REDWOOD CITY, CALIFORNIA 94063 (650) 569-5000 (NAME, ADDRESS AND TELEPHONE NUMBER OF THE REGISTRANT'S AGENT FOR SERVICE) COPIES TO: GORDON K. DAVIDSON, ESQ. JANE D. GOLDSTEIN, ESQ. WILLIAM R. SCHREIBER, ESQ. ROPES & GRAY THOMAS J. HALL, ESQ. ONE INTERNATIONAL PLACE FENWICK & WEST LLP BOSTON, MASSACHUSETTS 02110-2624 TWO PALO ALTO SQUARE (617) 951-7000 PALO ALTO, CALIFORNIA 94306 (650) 494-0600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this registration statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT FILES A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 PROSPECTUS AT HOME LOGO AT HOME CORPORATION 919,000 SHARES OF SERIES A COMMON STOCK ------------------------- At Home's Series A common stock currently trades on the Nasdaq National Market. Last reported sale price on May 13, 1999: $149.3125 per share. Trading Symbol: ATHM ------------------------- THE OFFERING Under this prospectus, the selling stockholders named on pages 14 and 15 of this prospectus are offering and selling shares of our Series A common stock that they acquired as a result of our acquisition of Narrative Communications Corp. ------------------------- THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. PLEASE CAREFULLY CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is May , 1999 THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. 3 ------------------------- TABLE OF CONTENTS ------------------------- Prospectus Summary............... 3 Plan of Distribution............. 20 Risk Factors..................... 4 Legal Matters.................... 23 Use of Proceeds.................. 13 Experts.......................... 23 Dividend Policy.................. 13 Forward-Looking Statements....... 23 Selling Stockholders............. 14 Where You Can Find More Information...................... 23
2 4 PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider before buying shares in this offering. You should read the entire prospectus carefully. Unless the context otherwise requires, the terms we, our, us and At Home refer to At Home Corporation, a Delaware corporation. The share numbers in this prospectus generally do not reflect the two-for-one stock split declared by our board on April 16, 1999, which is subject to stockholder approval. AT HOME CORPORATION We are the leading provider of broadband Internet services to consumers over the cable television infrastructure. Our primary offering, the @Home service, allows residential subscribers to connect their personal computers through cable television wiring infrastructures to a high-speed Internet backbone network developed and managed by us. Our @Media group has established the @Home launch screen as the leading broadband Internet portal, providing a gateway to compelling multimedia and electronic commerce offerings on the Internet. For businesses, our @Work services provide a platform for Internet, intranet and extranet connectivity solutions and networked business applications over both cable infrastructures and digital telecommunications lines. @Home, @Home Network, @Media, @Work and the @ball logo are our registered trademarks, and @Work Internet is our service mark. This prospectus also includes trademarks of other companies. THE OFFERING All of the shares offered under this prospectus were originally issued by us to former Narrative stockholders in connection with our acquisition of Narrative. The shares offered under this prospectus represent less than 1% of our outstanding shares of Series A common stock as of April 30, 1999. These shares are being offered on a continuous basis under Rule 415 of the Securities Act of 1933 during the period commencing on the effective date of the registration statement of which this prospectus is a part and ending on December 30, 1999, or as specified in our rights agreement dated December 30, 1998 with the Narrative stockholders. Series A common stock that may be offered by selling stockholders....... 919,000 shares Series A common stock to be outstanding after this offering................... 107,705,907 shares* Series B common stock to be outstanding after this offering................... 15,400,000 shares* Series K common stock to be outstanding after this offering................... 2,609,707 shares* Use of proceeds......................... We will not receive any proceeds. Nasdaq National Market symbol........... ATHM
- ------------------------- * Based on the number of shares outstanding as of April 30, 1999. 3 5 RISK FACTORS An investment in our Series A common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in this prospectus before investing in our Series A common stock. Our business and results of operations could be seriously harmed by any of the following risks. The trading price of our Series A common stock could decline due to any of these risks, and you may lose all or part of your investment. RISKS RELATED TO OUR BUSINESS WE HAVE INCURRED AND EXPECT TO INCUR SUBSTANTIAL LOSSES We were incorporated in March 1995, commenced operations in August 1995, and have incurred net losses from operations in each fiscal period since our inception. As of March 31, 1999, we had an accumulated deficit of $245.3 million. In addition, we currently intend to increase capital expenditures and operating expenses in order to expand our network and to market and provide our services to a growing number of potential subscribers. As a result, we expect to incur additional net losses before cost and amortization of distribution agreements and amortization of goodwill and other intangible assets for at least the next three quarters. OUR BUSINESS IS UNPROVEN, AND WE MAY NOT ACHIEVE PROFITABILITY The profit potential of our business model is unproven. Our @Home service was available only in portions of 68 geographic markets as of March 31, 1999 and may not achieve broad consumer or commercial acceptance. Although approximately 2,200 primarily small- and medium-sized business organizations have agreed to utilize @Work services as of March 31, 1999, our @Work services may not achieve broad commercial acceptance and the current rate of deployment for @Work services may not be sustained. We have difficulty predicting whether the pricing models for our Internet services will prove to be viable, whether demand for our Internet services will materialize at the prices our cable partners charge for the @Home service or the prices we or our cable partners charge for @Work services, or whether current or future pricing levels will be sustainable. If these pricing levels are not achieved or sustained or if our services do not achieve or sustain broad market acceptance, our business, operating results and financial condition will be significantly harmed. We may never achieve favorable operating results or profitability. GROWTH OF THE @HOME SERVICE MAY BE INHIBITED BY FACTORS BEYOND OUR CONTROL As of March 31, 1999, we had in excess of 460,000 cable modem subscribers, including recently acquired Internet subscribers that are being converted to the @Home service. Our ability to increase the number of subscribers to the @Home service to achieve our business plans and generate future revenues will depend on many factors which are beyond our control. For instance, some of our cable partners have not achieved the subscriber levels that we had originally anticipated. Other factors include: - the rate at which our current and future cable partners upgrade their cable infrastructures for two-way data services - our ability and the ability of our cable partners to coordinate timely and effective marketing campaigns with the availability of cable infrastructure upgrades - the success of our cable partners in marketing and installing the @Home service in their local cable areas 4 6 - the prices that our cable partners set for the @Home service and for its installation - the speed at which our cable partners can complete the installations required to initiate service for new subscribers - the commercial availability of self-installable, two-way modems that comply with the recently adopted interface standards known as DOCSIS, and the success of our roll-out of these products with the @Home service - the quality of customer and technical support provided by us and our cable partners and - the quality of content on the @Home service. WE NEED TO ADD SUBSCRIBERS AT A RAPID RATE FOR OUR BUSINESS TO SUCCEED, BUT WE MAY NOT ACHIEVE OUR SUBSCRIBER GROWTH GOALS Our actual revenues or the rate at which we will add new subscribers may differ from our forecasts. We may not be able to increase our subscriber base enough to meet our internal forecasts or the forecasts of industry analysts or to a level that meets the expectations of investors. The rate at which subscribers have increased in the past does not necessarily indicate the rate at which subscribers may be expected to grow in the future. In particular, while we have forecast that our number of subscribers could grow to over 1.1 million by December 31, 1999 from more than 460,000 subscribers at March 31, 1999, we may not achieve this level of subscriber growth. OUR SUBSCRIBER GROWTH DEPENDS ON THE ACTIONS OF OUR CABLE PARTNERS, AND IS LIMITED BY PRICE AND INSTALLATION CONSTRAINTS We believe subscriber growth has been constrained, and will continue to be constrained, by the cost and time required to install the @Home service for each residential consumer. In addition, our growth has been constrained by the rate at which our cable partners have upgraded their systems, and most of our cable partners are not obligated to upgrade their cable infrastructures or market the @Home service. Moreover, the @Home service is currently priced at a premium to many other online services, and large numbers of subscribers may not be willing to pay a premium for the @Home service. IF WE CANNOT MAINTAIN THE SCALABILITY, SPEED AND SECURITY OF OUR NETWORK, CUSTOMERS WILL NOT ACCEPT OUR SERVICES Due to the limited deployment of our services, the ability of our network to connect and manage a substantial number of online subscribers at high transmission speeds is unknown. Therefore, we face risks related to our network's ability to be scaled up to its expected subscriber levels while maintaining superior performance. Our network may be unable to achieve or maintain a high speed of data transmission, especially as our subscribers increase. In recent periods, the performance of our network has experienced some deterioration in some markets as a result of subscriber abuse of the @Home service. While we seek to eliminate this abuse by limiting users' upstream bandwidth, our failure to achieve or maintain high-speed data transmission would significantly reduce consumer demand for our services. In addition, while we have taken steps to prevent users from sharing files via the @Home service and to protect against bulk unsolicited e-mail, public concerns about security, privacy and reliability of the cable network, or actual problems with the security, privacy or reliability of our network, may inhibit the acceptance of our Internet services. 5 7 IF NEW TWO-WAY CABLE MODEMS ARE NOT DEPLOYED TIMELY AND SUCCESSFULLY, WE MAY NOT BE ABLE TO GROW OUR SUBSCRIBER BASE AS QUICKLY Each of our subscribers currently must obtain a cable modem from a cable partner to access the @Home service. The North American cable industry has recently adopted interface standards known as DOCSIS for hardware and software to support the delivery of data services over the cable infrastructure utilizing compatible cable modems. Some of our cable partners have chosen to delay some deployments of the @Home service until the widespread commercial availability of DOCSIS-compliant cable modems. Our subscriber growth could be constrained and our business could be significantly harmed if our cable partners choose to slow the deployment of the @Home service further. Cable modems that are DOCSIS-compliant are not expected to be available in significant quantities until at least the second quarter of 1999. If our cable partners are not able to obtain a sufficient quantity of DOCSIS-compliant modems, our growth will be limited. WE COULD LOSE SUBSCRIBERS, DISTRIBUTION RELATIONSHIPS AND REVENUES TO OUR COMPETITORS The markets for consumer and business Internet services and online content are extremely competitive, and we expect that competition will intensify in the future. Our most direct competitors in these markets include the following: - Providers of cable-based Internet services. For example, Time Warner Inc. and Media One Group have deployed high-speed Internet access services over their local cable networks through their own cable-based Internet service, Road Runner. We currently compete with Road Runner to establish distribution arrangements with cable system operators, but we may compete for subscribers in the future if and when our cable partners cease to be subject to their exclusivity obligations. - Telecommunications providers. We compete with national long-distance and local exchange carriers that offer high-speed, Internet access services such as integrated services digital network and asymmetric digital subscriber line. If the advanced services offered by these companies are deregulated, this would further enhance the ability of these companies to compete against our services. - Internet and online service providers. We compete with Internet service providers that provide basic Internet access services and with online service providers such as America Online. - Internet content aggregators. We compete with content aggregators and Internet portals that seek to capture audience flow by providing ease-of-use and offering content that appeals to a broad audience, including America Online, Yahoo! Inc. and Lycos, Inc. Many of our competitors and potential competitors have substantially greater financial, technical and marketing resources, larger subscriber bases, longer operating histories, greater name recognition and more established relationships with advertisers and content and application providers than we do. These competitors may be able to undertake more extensive marketing campaigns, adopt more aggressive pricing policies and devote more resources to developing Internet services or online content than we could. We may not be able to compete successfully against current or future competitors, and competitive pressures could significantly harm our subscriber base, our ability to renew and enter into new distribution agreements and our revenues. 6 8 OUR DEPENDENCE ON OUR NETWORK EXPOSES US TO A SIGNIFICANT RISK OF SYSTEM FAILURE Our operations are dependent upon our ability to support our highly complex network infrastructure and avoid damage from fires, earthquakes, floods, power losses, telecommunications failures and similar events. The occurrence of a natural disaster or other unanticipated problem at our network operations center or at a number of our regional data centers could cause interruptions in our services. Additionally, failure of our cable partners or companies from which we obtain data transport services to provide the data communications capacity that we require, for example as a result of natural disaster, or operational disruption, could cause interruptions in the services we provide. Any damage or failure that causes interruptions in our operations could harm our business. YEAR 2000 ISSUES COULD AFFECT THE PERFORMANCE OF OUR SYSTEMS If our internal and network information systems do not correctly recognize and process date information beyond the year 1999, we may not be able to conduct operations. We may also experience supplier-related Year 2000 problems. To address these Year 2000 issues, we and TCI, our majority stockholder, have initiated a comprehensive program to address Year 2000 readiness in our systems and with our customers' and suppliers' systems. Although we currently expect that the Year 2000 issue will not pose significant operational problems, delays in the implementation of new information systems or failure to fully identify all Year 2000 dependencies in our existing systems and in the systems of our suppliers could harm our business. Therefore, we are developing, but do not yet have, contingency plans for continuing operations in the event these problems arise. OUR LIMITED EXPERIENCE WITH INTERNATIONAL EXPANSION MAY PREVENT US FROM GROWING OUR BUSINESS OUTSIDE THE UNITED STATES A key component of our strategy is expansion into international markets. To date, we have developed distribution relationships only with United States, Canadian and Dutch cable system operators. We have extremely limited experience in developing localized versions of our products and services and in developing relationships with international cable system operators. We may not be successful in expanding our product and service offerings into foreign markets. In addition to the uncertainty regarding our ability to generate revenues from foreign operations and expand our international presence, we face specific risks related to providing Internet services in foreign jurisdictions, including: - regulatory requirements, including the regulation of Internet access - legal uncertainty regarding liability for information retrieved and replicated in foreign jurisdictions and - potential inability to use European customer information due to new European governmental regulations. OUR BUSINESS MAY BE IMPACTED BY CABLE UNBUNDLING PROPOSALS AND OTHER GOVERNMENT REGULATION Currently, our services are not directly subject to regulations of the Federal Communication Commission or any other federal, state or local communications regulatory agency. However, changes in the regulatory environment relating to the Internet, cable or telecommunications markets which could require regulatory compliance by us or which 7 9 could impact our exclusivity arrangements, subscribers and revenues could develop, including: - Federal regulation. Regulatory changes that affect telecommunications costs, limit usage of subscriber-related information or increase competition from telecommunications companies could affect our pricing or ability to market our services successfully. For example, regulation of cable television rates may affect the speed at which our cable partners upgrade their cable systems to carry our services. - Regulation by local franchise authorities. Many of our United States cable partners' local cable affiliates have elected to classify the provision of the @Home service as additional cable services under their local franchise agreements, and to pay franchise fees under those agreements. Local franchise authorities may attempt to subject cable systems to higher or different franchise fees, taxes or requirements in connection with their distribution of the @Home service. There are thousands of franchise authorities, and it would be difficult or impossible for us or our cable partners to operate under a unified set of franchise requirements. - The FCC or local agencies could require our cable partners to grant our competitors access to their cable systems. America Online, MindSpring Enterprises, Inc., Consumers Union and other parties have requested the FCC to require cable operators to provide Internet and online service providers with unbundled access to their cable systems. If we or our cable partners are classified as common carriers of Internet services, or if the FCC otherwise requires third-party access to their cable infrastructures, Internet and online service providers could provide services over our cable partners' systems that compete with our services. Our cable partners could also be subject to tariffs for the amounts they could charge for our services. Also, in local government proceedings, Portland and Multnomah County, Oregon have imposed third-party access requirements on TCI as a condition of its merger with AT&T, and other municipalities such as Los Angeles are considering imposing similar requirements. WE COULD FACE LIABILITY FOR DEFAMATORY OR INDECENT CONTENT Claims could be made against Internet and online service providers under both United States and foreign law for defamation, negligence, copyright or trademark infringement, or other theories based on the nature and content of the materials disseminated through their networks. Several private lawsuits seeking to impose this liability are currently pending. In addition, legislation has been proposed that imposes liability for or prohibits the transmission over the Internet of indecent content. The imposition upon Internet and online service providers of potential liability for information carried on or disseminated through their systems could require us to implement measures to reduce our exposure to this liability. This may require that we expend substantial resources or discontinue service or product offerings. The increased attention focused upon liability issues as a result of these lawsuits and legislative proposals could impact the growth of Internet use. Furthermore, some foreign governments, such as Germany, have enacted laws and regulations governing content distributed over the Internet that are more strict than those currently in place in the United States. One or more of these factors could significantly harm our business. 8 10 RISKS RELATED TO OUR RELATIONSHIPS WITH OUR CABLE PARTNERS Our agreements with our cable partners are complex. For a summary of some of the key aspects of these agreements, you should refer to our annual report on Form 10-K. WE DEPEND ON OUR CABLE PARTNERS TO UPGRADE TO THE TWO-WAY CABLE INFRASTRUCTURE NECESSARY TO SUPPORT THE @HOME SERVICE; THE AVAILABILITY AND TIMING OF THESE UPGRADES ARE UNCERTAIN Transmission of the @Home service and cable-based @Work services depends on the availability of high-speed two-way hybrid fiber coaxial cable infrastructure. However, only a portion of existing cable plant in the United States and in some international markets has been upgraded to two-way hybrid fiber coaxial cable, and even less is capable of high-speed two-way transmission. As of March 31, 1999, approximately 25% of our North American cable partners' cable infrastructure is capable of delivering the @Home service. Our cable partners have announced and begun to implement major infrastructure investments in order to deploy two-way hybrid fiber coaxial cable. However, these investments have placed a significant strain on the financial, managerial, operating and other resources of our cable partners, most of which are already highly leveraged. Therefore, these infrastructure investments have been, and we expect will continue to be, subject to change, delay or cancellation. Although our commercial success depends on the successful and timely completion of these infrastructure upgrades, most of our cable partners are under no obligation to upgrade systems or to introduce, market or promote our services. The failure of our cable partners to complete these upgrades in a timely and satisfactory manner, or at all, would prevent us from delivering high-performance Internet services and would significantly harm our business. OUR CABLE PARTNERS ARE NOT GENERALLY OBLIGATED TO CARRY OUR SERVICES, AND THE EXCLUSIVITY OBLIGATIONS THAT PREVENT THEM FROM CARRYING COMPETING SERVICES MAY BE TERMINATED Our cable partners are subject to exclusivity obligations that prohibit them from obtaining high-speed, greater than 128 kilobits per second, residential consumer Internet services from any source other than us. However, most of our cable partners are under no affirmative obligation to carry any of our services. Also, the exclusivity obligations of our principal cable partners, TCI, Comcast, Cox and Cablevision, expire on June 4, 2002, and may be terminated sooner under some circumstances, including: - Our principal cable partners may terminate all their exclusivity obligations upon a change in law that materially impairs some of their rights. - Comcast or Cox may terminate all exclusivity obligations of our principal cable partners at any time if there is a change of control of TCI that results within 12 months in the incumbent TCI directors no longer constituting a majority of TCI's board. AT&T, TCI, Comcast and Cox have agreed, however, that AT&T's acquisition of TCI did not constitute a change of control under the terms of the original agreement. - Cox or Comcast may terminate the exclusivity provisions of our principal cable partners if AT&T and its affiliates do not meet @Home subscriber penetration levels. On June 4, 1999, we expect that Cox will have this right, but Cox has agreed to waive this right for 1999 so long as our stockholders approve proposed governance changes prior to July 22, 1999. 9 11 - Comcast may terminate its own exclusivity obligations after June 4, 1999 if it allows us to repurchase a portion of Comcast's equity interest in us. Comcast has informed us that it has entered into an agreement with Microsoft Corporation under which Microsoft can require Comcast to terminate its exclusivity obligations after June 4, 1999. If the exclusivity obligations of our cable partners are terminated, this could significantly harm our business and cause an immediate drop in our stock price. WE ARE CONTROLLED BY TCI AND AT&T TCI, which recently merged with AT&T, controls approximately 71% of our voting power and currently has the power to elect a majority of our board members and to control all matters requiring the approval of our stockholders. TCI's Series B common stock carries ten votes per share and gives TCI the right to elect five Series B directors, one of which is designated by Comcast and one of which is designated by Cox. Currently, four of our ten directors are directors, officers or employees of TCI or its affiliates, including AT&T. Under our current corporate governance structure, as long as TCI owns at least 7,700,000 shares of our Series B common stock and holds a majority of our voting power, our board may take action only if approved by the board and by a majority of the Series B directors, three of the five of which are designees of TCI. This allows TCI to block actions of our board, even through the TCI directors may not then constitute a majority of the board. In addition, TCI can expand the board at any time and fill the vacancies with TCI designees to control a majority of the board. After our 1999 annual stockholders meeting, if the proposed governance changes are adopted, TCI will no longer have the ability to expand the board and fill vacancies, and approval of at least 75%, or four of the five, of our Series B directors will be required for most board actions. As a result of the proposed governing changes we will not be able to take any corporate actions without the approval of TCI's Series B directors and one, or in some cases both, of the directors designated by Comcast and Cox. Notwithstanding these provisions, all of our directors owe fiduciary duties to our stockholders. AT&T now owns TCI and therefore controls us. Even if and when we complete the Excite merger, TCI or AT&T will continue to own more than 50% of our voting power. WE DEPEND ON TCG FOR LOCAL TELECOMMUNICATIONS SERVICES FOR OUR @WORK SERVICES We depend on TCG, which is owned by AT&T, to provide local telecommunications services and co-location within TCG's facilities on favorable economic terms. This relationship enables us to provide @Work services to an entire metropolitan area in which TCG has facilities. If we were required to obtain comparable telecommunications services from local exchange carriers, we would effectively be limited to providing @Work services to commercial customers within a ten-mile radius of one of our points of presence. As a result, we would be required to build multiple points of presence to service an entire metropolitan area, which would substantially increase our capital costs to enter new markets and which could make market entry uneconomical. If we were required to pay standard local exchange carrier rates, the ongoing operating costs for our @Work services would be substantially higher. The loss of our strategic relationship with TCG would significantly harm our ability to deploy our @Work services. In addition, TCG has acquired a provider of Internet-related services to businesses and corporate customers and will compete directly with the @Work Internet service. To the extent TCG acquires or enters into strategic relationships with other Internet service providers, TCG may reduce its support of the @Work services. Although there are alternative suppliers for TCG's 10 12 services, it could take a significant period of time for us to establish similar relationships, and equivalent terms might not be available. WE MAY FACE ADDITIONAL COMPETITION FROM AT&T AT&T operates businesses that could compete with our services, notwithstanding any exclusivity obligations that may apply to it due to its ownership of TCI. First, AT&T operates a consumer Internet service known as AT&T WorldNet. Although AT&T WorldNet is currently a telephone dial-up service that does not utilize broadband technologies, AT&T may be able to use non-cable-based data transport mechanisms to offer high-speed residential Internet services that compete with our @Home service. Second, AT&T owns TCG, which operates an Internet service for business customers that competes with our @Work service. Our @Work business depends to a significant extent on our agreement with TCG for local access telecommunications services. If TCG ceases to cooperate with us, our @Work business would be harmed. Because our @Work business is not subject to the cable partners' exclusivity obligations, AT&T or TCG are not limited in their ability to compete with our @Work business. In addition, AT&T and Time Warner recently announced the formation of a significant strategic relationship that will include a joint venture to offer AT&T-branded cable telephony service to residential and small business customers over Time Warner's existing cable television systems in 33 states. The relationship between AT&T and Time Warner could ultimately extend to other broadband services, including cable Internet services, that compete with our @Home service. AT&T may take actions that benefit TCG, WorldNet or other services of AT&T or other parties to our detriment. WARRANTS ISSUED TO OUR CABLE PARTNERS MAY RESULT IN ADDITIONAL DILUTION TO OUR STOCKHOLDERS We have entered into agreements with Cablevision Systems Corporation, Rogers, Shaw and other cable partners under which warrants to purchase a total of 23,106,722 shares of our Series A common stock were outstanding as of March 31, 1999. Under these agreements, warrants to purchase 10,431,590 shares of our Series A common stock at an average price of $0.76 per share were exercisable as of March 31, 1999. To the extent that these cable partners become eligible to and choose to exercise their warrants, our stockholders would experience substantial dilution. We also may issue additional stock, or warrants to purchase stock, at prices less than fair market value in connection with efforts to expand distribution of the @Home service. ADDITIONAL RISKS ASSOCIATED WITH OUR ACQUISITION OF EXCITE AND EXCITE'S BUSINESS WE FACE SEVERAL TRANSITORY RISKS ASSOCIATED WITH OUR ACQUISITION OF EXCITE In January 1999, we agreed to acquire Excite, Inc., a global Internet media company. This acquisition is subject to several conditions, including approval by both companies' stockholders. In addition to the risks associated with Excite's business generally, this acquisition presents the following risks: - Our pro forma accounting for the merger may change pending a final analysis of the fair values of the assets acquired and liabilities assumed. The impact of these changes could be material to our future operating results. - We may encounter substantial difficulties, costs and delays associated with integrating the operations of our companies. This process may disrupt our business if not completed in a timely and efficient manner. 11 13 - The present and potential relationships of us and Excite with sponsors, content providers, advertisers, users and subscribers may be harmed by the proposed merger. - We and Excite may lose the right to use intellectual property or other contractual rights if we or Excite cannot obtain third party consent, waiver or approval of the proposed merger where required under existing agreements. - The merger may result in conflicts associated with exclusive rights that both we and Excite have granted to third parties with regard to content, sponsorship or other strategic relationships, and failure to resolve these conflicts could harm our business. EXCITE HAS NOT BEEN AND MAY NEVER BE PROFITABLE Excite has incurred significant operating expenses since it was formed. As of December 31, 1998, Excite had an accumulated deficit of $135.6 million. Although Excite has had significant revenue growth in recent periods, it may not be able to sustain this growth in future periods. Excite may never achieve profitability. EXCITE MAY NO LONGER RECEIVE REVENUES AND USERS FROM NETCENTER In April 1998, Excite entered into a two-year agreement with Netscape to provide, host and sell advertising for co-branded content channels, a co-branded Web search service and a co-branded Web directory service to be offered on Netscape's Netcenter online service. In April 1999, Excite announced that it had notified Netscape that it intends to terminate the agreement due to the acquisition of Netscape by American Online, a competitor of Excite. As a result, unless the parties renegotiate this agreement or enter into a new agreement, this agreement will terminate during the second quarter of 1999. If this agreement is terminated, Excite's revenues could be harmed if it does not successfully generate new revenues to replace the revenues it was receiving under this agreement. EXCITE COULD LOSE USERS, ADVERTISERS AND REVENUES TO ITS COMPETITORS Excite competes with a number of companies both for users and advertisers, and therefore for revenues. Excite expects this competition will intensify, particularly because there are few barriers to entry in Excite's market. Excite's competitors include: - Web portal companies such as Infoseek's Go Network, Lycos, Netscape's Netcenter and Yahoo! - online service providers such as America Online and Microsoft's MSN service - large media companies such as CBS, NBC, Time-Warner and USA Networks, Inc., who have announced initiatives to develop Web services or partner with Web companies and - providers of Web-based advertising solutions, including AdForce, advertising management software, including NetGravity, Inc., advertising supported content and traditional advertising media. EXCITE DEPENDS ON SPONSORSHIP AGREEMENTS FOR REVENUES Excite derived approximately 25% of its 1998 advertising revenues from third parties to provide sponsored services and placements on Excite's Web sites. These sponsorships typically last for a longer period of time than traditional banner advertisement purchases. If these sponsorship arrangements do not meet the advertisers' expectations as to new 12 14 customers or increased sales or brand awareness, the sponsors may not renew their arrangements with Excite. It may also be difficult for Excite to obtain additional sponsors if potential new sponsors compete with existing sponsors. If Excite does not renew its existing sponsorships or obtain new sponsors, its business would be harmed. EXCITE DEPENDS ON SEVERAL THIRD PARTY RELATIONSHIPS FOR USERS, ADVERTISERS AND REVENUES Excite depends on a number of third party relationships to provide users and content for its services, including agreements for links to Excite's services to be placed on high-traffic Web sites and agreements for third parties to provide content, games and e-mail for Excite's Web sites. If these relationships terminate and Excite is not able to replace them, it could lose users or advertisers, and this could harm Excite's revenues. PRIVACY CONCERNS REGARDING THE USAGE OF DEMOGRAPHIC INFORMATION COULD PREVENT US AND EXCITE FROM BENEFITING FROM SELLING TARGETED ADVERTISING Due to privacy concerns regarding the usage of demographic information in online advertising, some commentators and governmental bodies have suggested limitations on technology that we and Excite use to deliver targeted advertising and compile demographic information about users. Any reduction or limitation in the use of this technology could result in lower advertising rates. POTENTIAL LITIGATION WITH RESPECT TO INTELLECTUAL PROPERTY RIGHTS COULD HARM EXCITE'S BUSINESS Many parties, including competitors of Excite, are actively developing search, indexing and related Internet technologies. Some of these parties have taken steps to protect these technologies, and Excite believes that others will follow. Therefore, Excite believes that disputes regarding the ownership of these technologies are likely to arise in the future. Excite may not be able to defend any litigation successfully. Even if successful, defending litigation may be costly and may divert management resources. USE OF PROCEEDS We will not receive any proceeds from sales of Series A common stock by the selling stockholders under this prospectus. DIVIDEND POLICY We have never paid any cash dividends on our stock. We anticipate that we will continue to retain any earnings for use in the operation of our business and we do not currently intend to pay dividends. 13 15 SELLING STOCKHOLDERS The following table presents information with respect to the selling stockholders and the shares of our Series A common stock that they may offer under this prospectus. Each of the selling stockholders named below was formerly a stockholder or warrant holder of Narrative who acquired their shares as a result of our acquisition of Narrative. To our knowledge, none of the selling stockholders has, or within the past three years has had, any position, office or other material relationship with us or any of our predecessors or affiliates. The term selling stockholders includes permitted transferees, such as assignees by will or testimony. Furthermore, Greylock Equity Limited Partnership, the Accel entities named below and the Carlyle Entities named below are venture capital funds which may distribute their shares to their limited partners. These limited partners may offer and sell shares under this prospectus as long as the terms and conditions included in their rights agreement with us are satisfied. The share information provided in the table below is based on information provided to us by each of the selling stockholders as of February 12, 1999. Each of the selling stockholders is currently the beneficial owner of less than 1% of our outstanding Series A common stock, based on 107,705,907 shares of Series A common stock outstanding as of April 30, 1999. We calculated beneficial ownership according to Rule 13d-3 of the Exchange Act as of this date. Under an escrow agreement, a portion not exceeding 12% of each selling stockholder's shares is being held in escrow. Although we list these shares as shares that may be offered in the table below, these shares may only be offered and sold under this prospectus if and when these shares are released from escrow and returned to the selling stockholders. We may update, amend or supplement this prospectus from time to time to update the disclosure in this section. The selling stockholders may from time to time offer and sell any or all of the shares under this prospectus. Because the selling stockholders are not obligated to sell shares, and because selling stockholders may also acquire publicly traded shares of our Series A common stock, we cannot estimate how many shares each selling stockholder will beneficially own after this offering.
SHARES BENEFICIALLY OWNED BEFORE SHARES BEING NAME THE OFFERING OFFERED ---- ------------------- ------------ Greylock Equity Limited Partnership(1)........... 340,692 302,630 Hilmi Ozguc(2)................................... 213,518 71,270 Scott A. Kliger(2)............................... 213,518 71,270 Accel V L.P.(3).................................. 126,663 126,663 Carlyle Venture Partners L.P.(4)................. 115,826 115,826 John B. Landry(5)................................ 70,197 70,197 Allison Parker(6)................................ 55,614 55,614 Accel Internet/Strategic Technology Fund L.P.(3)........................................ 16,972 16,972 Carlyle U.S. Venture Partners L.P.(4)............ 15,361 15,361 Carlyle Venture Coinvestment L.L.C.(4)(7)........ 9,319 9,319 Accel Investors '96 L.P.(3)...................... 7,543 7,543 Ellmore C. Patterson Partners(3)................. 3,457 3,457 Jamie L. Bertasi(2).............................. 2,758 921 Accel Keiretsu V L.P.(3)......................... 2,514 2,514 Silicon Valley Bank(8)........................... 1,776 1,776
14 16
SHARES BENEFICIALLY OWNED BEFORE SHARES BEING NAME THE OFFERING OFFERED ---- ------------------- ------------ Grant Schneider(9)(10)........................... 1,654 728 Alexandra Trevelyan(9)(10)....................... 1,654 1,241 Patrick W. O'Brien(9)............................ 1,448 1,448 John Puopolo(9).................................. 1,117 1,117 Jim Coloprisco(9)................................ 820 820 Joanne Bryce(2).................................. 774 774 David White(9)................................... 717 717 Paul Santinelli(9)............................... 689 689 Nancy Wilson(9).................................. 622 622 Cathy Fielding(9)................................ 455 455 Sarah Groark(9).................................. 346 346 Carma Makarawicz(2)(10).......................... 164 137 Wei-Meng Chee(9)................................. 138 138 Lauren Chatham(9)................................ 137 137 Mike Kopel(9).................................... 137 137 Mike Trinkala(9)................................. 99 99 --------- ------- TOTALS................................. 1,206,699 919,000 ========= =======
- --------------- (1) After the date of this prospectus, Greylock Equity Limited Partnership may distribute its shares of our Series A common stock to: - Henry F. McCance - Howard E. Cox, Jr. - David N. Strohm - William W. Helman - William S. Kaiser - Roger L. Evans - Mary H. Murphy - Barbara P. Murray - Oneonta Properties - Sherman Fairchild Foundation, Inc. - Helen C. Alexander - Emory A. Hamilton - John D. Alexander, Jr. - Caroline R. Alexander - Henrietta A. George - Dorothy A. Matz - Thomas W. Keesee, Jr. - McCance Family Limited Partnership - Ashbourne Partners III Limited Partnership - Henry H. Corning - Key Trust Company of Ohio, N.A., Theodore T. Jones and Latham W. Murfey, III, Trustees of Trust for the benefit of Alison C. Jones under agreement established by Edith W. Corning dated 7/25/46 as amended 15 17 - Key Trust Company of Ohio, N.A., Edson Spencer, Jr. and David Warshawsky, Trustees of Trust for the benefit of Samuel D. Long under agreement established by Edith W. Corning dated 7/25/46 as amended - Key Trust Company of Ohio, N.A., Edson Spencer, Jr. and David Warshawsky Trustees of Trust for the benefit of Maud-Alison Long under agreement established by Edith W. Corning dated 7/25/46 as amended - Key Trust Company of Ohio, N.A., Edson Spencer, Jr. David Warshawsky Trustees of Trust for the benefit of Henry H. Corning under agreement established by Edith W. Corning dated 7/25/46 as amended - Michael J. Birck - Dartmouth College - Field Venture Partners - Gothic Corporation, Michael J. Birck - Poduska Family Limited Partnership TLP - The Northern Trust Company - Robert E. Cook - Gabriel Schmergel - Trustee of The Daisy Trust - John W. Brown Trust - Thomas H. Bruggere - Peter Preuss - Grossman Family Partnership or its nominee Saturn & Co. - William C. O'Neil, Jr. - Curt A. Rawley - William J. Warner - John M. Connolly - Mone Anathan, III - Samuel J. Gerson - Ronald J. Friedsam - David C. Mahoney - Tadeusz Witkowicz - James A. Perakis - Joshua Boger - Malcolm L. Gefter - Dirk I. Gates - Goel Family Partnership - Safi U. Qureshey, Trustee of Safi U. Qureshey Family Trust dated 5/21/84 - William M. Gibson - Alexander V. d'Arbeloff - Irwin F. Smith - Donald K. Miller - Robert A. Lawrence - Hill and Company - Neil L. Thompson - PH Investments LLC - Frechette Fund, Inc. - PCW Fund, Inc. - Scaup & Co. - Massachusetts Institute of Technology 16 18 - Edward H. Ladd, Trustee under agreement dated 12/15/78 or its nominee, Freya Fanning & Co. - M-C Partners I Limited Partnership or its nominees, A. A. Welsh & Co. and Atwell & Co. - Fleet National Bank, Trustee of Orchard Trust under agreement dated 5/1/73 - Phemus Corporation - John Lillard Family Limited Partnership - Lillard Partners - Louis F. Polk, Jr. Marital Trust - Louis F. Polk, Jr., Trustee of Louis F. Polk, Sr. Rev. Trust dated 1/22/69 - Paula P. Lillard, Trustee of Louis F. Polk, Sr. Rev Trust dated 1/22/69 - Board of Trustees of Leland Stanford Junior University - Polk Family Partnership, - Brinkley S. Thorne - Julia L. Thorne Trust under agreement dated 9/29/65 - Wink Thorne - Edwin Thorne - Benjamin Thorne - Standish Ventures III Limited Partnership - Snowball Trust - Edwin Thorne Sole Trustee - Jennifer Hislop - Gordon G. Thorne - Brooks Walker, Jr. - Brooks Walker, Jr. Trustee of M.K. Walker Trust dated 9/1/89 - Wellington S. Henderson, Trustee of Welling S. Henderson, Jr. Revocable Trust dated 3/9/93 - Harriett W. Henderson Trust under agreement dated 8/14/73 for the benefit of Charles C. Henderson - Brooks Walker III, Trustee of Walker Trust dated 12/24/74 - Harriett W. Henderson Trust under agreement dated 8/14/73 for the benefit of James A. Henderson - Harriett W. Henderson Trust under agreement dated 8/14/73 for the benefit of Joan H. Henderson - Harriett W. Henderson Trust under agreement dated 8/14/73 for the benefit of Elena D. Henderson - Harriett W. Henderson Trust under agreement dated 8/14/73 for the benefit of Mark W. Henderson - Ann M. Hatch Revocable Trust No. 2 - Richard Greene Trust for the benefit of Francis Timothy Hatch - Susanna B. Place, Trustee SMBP Trust under agreement dated 2/28/85 - David Ayer - William Elfers - Essex Equity Limited Partnership V - Frederick H. Bruenner - David E. Place - Richard M. Place - Daniel S. Gregory and Richard N. Hoehn, Trustees, under instrument Place/Greylock Trust dated 12/27/78 17 19 - Roger L. Evans, Trustee of Roger and Jacqueline Evans Family Trust under agreement dated 3/8/89 - Stephen Bochner, Trustee Evans Children's Trust under agreement dated 12/20/93 - Arthur Hughes, Trustee under instrument dated 2/2/94 Helman Children's Trust for the benefit of Beatrice Page Helman - Arthur Hughes, Trustee under instrument dated 2/2/94 Helman Children's Trust for the benefit of William Wilson Helman V - Robert N. Shapiro, Trustee of Robert P. Henderson 1994 Irrevocable Trust dated 1/19/94 - Elizabeth McCance - Thomas McCance, Jr. and Keith Jennings, Trustees under agreement dated 11/16/76 for the benefit of Ellen L. McCance - Henry F. McCance, Allison J. McCance and Keith S. Jennings under instrument dated 12/22/93 Trustees of McCance Family Trust for the benefit of Ellen Lee McCance - Henry F. McCance, Allison J. McCance and Keith S. Jennings under instrument dated 12/22/93 Trustees of McCance Family Trust for the benefit of Elizabeth Ferguson McCance - Daniel Moseley, Trustee under agreement with Blodgett 1989 Family Trust - John B. Jessup, Trustee of Julia Thorne Trust dated 9/29/65 - William S. Kaiser - Charles and Angela Waite - Thomas J. Watson, III - Miriam A. Gilpatric - Yale University (2) The selling stockholder is an employee of At Home, with address at: care of At Home Corporation, 425 Broadway Street, Redwood City, California 94063. (3) The selling stockholder is a limited partnership affiliated with Accel Partners, with address at: care of Accel Partners, attn: Carter Sednaoui, One Palmer Square, Princeton, New Jersey 08542. (4) The selling stockholder is a limited partnership affiliated with The Carlyle Group, with address at: care of The Carlyle Group, attn: Brian Hayhurst, 1001 Pennsylvania Avenue, N.W., Washington, D.C. 20004-2505. (5) Mr. Landry is the former Chairman of Narrative. (6) Ms. Parker is a former employee and co-founder of Narrative. (7) After the date of this prospectus, Carlyle Venture Coinvestment L.L.C. may distribute its shares of our Series A common stock to: - Allan M. Holt - Brian Bailey - Brian Hayhurst - Brooke Coburn - Cammack Holdings Corporation - David Henderson - David W. Dupree - Edward J. Mathias - Frank C. Carlucci 18 20 - Frontier Ventures Corporation - Harry L. Alverson - James A. Baker, III - Jerome H. Powell - J. Mitchell Reese - Orange Crimson Holdings Corporation - Ryan Schwarz - Stupar Holdings Corporation - Sulaiman S. Mamdani (8) Silicon Valley Bank is currently a lender to At Home. Its address is care of Silicon Valley Bancshares, attn: David Jaques, 3003 Tasman Drive (HG100), Santa Clara, California 95054. (9) The selling stockholder formerly had an employment relationship with Narrative. (10) The selling stockholder's beneficial ownership includes shares subject to options that were exercisable as of April 14, 1999. 19 21 PLAN OF DISTRIBUTION The selling stockholders will be offering and selling all shares offered and sold under this prospectus. We will not receive any of the proceeds of the sales of these shares. In connection with our acquisition of Narrative, we entered into a rights agreement dated December 30, 1998 with all of the selling stockholders. Shares may only be offered or sold under this prospectus under the terms of the rights agreement. However, selling stockholders may resell all or a portion of their shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided they meet the criteria and conform to the requirements of this rule. Shares may only be offered or sold under this prospectus during the normal quarterly trading windows specified by our insider trading policy. Each trading window typically begins on the third trading day after we publicly report our operating results for the previous calendar quarter and ends on the last day of the second month of each respective calendar quarter (February, May, August and November). Who may sell and applicable restrictions. The shares may be sold directly by the selling stockholders from time to time. The selling stockholders may decide not to sell any of the shares offered under this prospectus, and selling stockholders could transfer, devise or gift these shares by other means. Alternatively, the selling stockholders may from time to time offer the shares through brokers, dealers or agents that may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of the shares for whom they may act as agent. In effecting sales, broker-dealers that are engaged by the selling stockholders may arrange for other broker-dealers to participate. The selling stockholders and any brokers, dealers or agents who participate in the distribution of the shares may be deemed to be underwriters. Any profit on the sale of the shares by them and any discounts, commissions or concessions received by any broker, dealer or agent might be deemed to be underwriting discounts and commissions under the Securities Act. To the extent the selling stockholders may be deemed to be underwriters, the selling stockholders may be subject to statutory liabilities, including, but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act. Shares that may not be sold under this prospectus. Under an escrow agreement dated December 30, 1998, we will hold in escrow a total of approximately 134,647 shares that are beneficially owned by the selling stockholders until no later than March 31, 2000. Subject to limited exceptions, these shares may not be sold or transferred without our consent. Selling stockholders who are designated as key employees in the rights agreement are restricted from disposing of their shares until December 30, 2001, except that: - each key employee may currently dispose of up to 25% of his restricted shares - each key employee may dispose of up to another 25% of his restricted shares on and after December 30, 1999 if he is still employed by us on that date and - each key employee may dispose of his remaining restricted shares on and after December 30, 2000 if he is still employed by us on that date. Each key employee may only offer or sell 25% of his restricted shares under this prospectus. 20 22 Prospectus delivery. Because selling stockholders may be deemed to be underwriters within the meaning of Section 2(11) of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. At any time a particular offer of the shares is made, a revised prospectus or prospectus supplement, if required, will be distributed which will disclose: - the name of the selling stockholder and of any participating underwriters, broker-dealers or agents - the aggregate amount and type of shares being offered - the price at which the shares were sold and other material terms of the offering - any discounts, commissions, concessions and other items constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or paid to dealers and - that the participating broker-dealers did not conduct any investigation to verify the information in this prospectus or incorporated by reference in this prospectus. The prospectus supplement or a post-effective amendment will be filed with the Securities and Exchange Commission to reflect the disclosure of additional information with respect to the distribution of the shares. In addition, if we receive notice from a selling stockholder that a donee or pledgee intends to sell more than 500 shares, a supplement to this prospectus will be filed. Manner of sales. The selling stockholders will act independently from us in making decisions with respect to the timing, manner and size of each sale. Sales may be made over the Nasdaq National Market. The shares may be sold at then prevailing market prices, at prices related to prevailing market prices or at negotiated prices. The shares may be sold according to one or more of the following methods: - a block trade in which the involved broker or dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction - purchases by a broker or dealer as principal and resale by the broker or dealer for its account as allowed under this prospectus - ordinary brokerage transactions and transactions in which the broker solicits purchasers - an exchange distribution under the rules of the exchange - face-to-face transactions between sellers and purchasers without a broker-dealer and - by writing options. SOME PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF OUR SERIES A COMMON STOCK, INCLUDING THE ENTRY OF STABILIZING BIDS OR SYNDICATE COVERING TRANSACTIONS OR THE IMPOSITION OF PENALTY BIDS. The selling stockholders and any other person participating in a distribution will be subject to applicable provisions of the Exchange Act and its rules and regulations, including Regulation M. This regulation may limit the timing of purchases and sales of any of the shares by the selling stockholders and any other person. The anti-manipulation rules under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. Furthermore, Regulation M of the Exchange Act may restrict the ability of any person engaged in the distribution of the shares to engage in market-making 21 23 activities with respect to the particular shares being distributed for a period of up to five business days before the distribution. All of the foregoing may affect the marketability of the shares and the ability of any person or entity to engage in market-making activities with respect to the shares. Hedging and other transactions with broker-dealers. In connection with distributions of the shares, the selling stockholders may enter into hedging transactions with broker-dealers. In connection with these transactions, broker-dealers may engage in short sales of the registered shares in the course of hedging the positions they assume with selling stockholders. The selling stockholders may also sell shares short and redeliver the shares to close out their short positions. The selling stockholders may also enter into option or other transactions with broker-dealers which require the delivery to the broker-dealer of the registered shares. The broker-dealer may then resell or transfer these shares under this prospectus. A selling stockholder may also loan or pledge the registered shares to a broker-dealer and the broker-dealer may sell the shares so loaned or, upon a default, the broker-dealer may effect sales of the pledged shares under this prospectus. Expenses associated with registration. We have agreed to pay the expenses of registering the shares under the Securities Act, including registration and filing fees, printing expenses, administrative expenses and legal and accounting fees. Each of the selling stockholders will bear its pro rata share of all discounts, commissions or other amounts payable to underwriters, dealers or agents as well as fees and disbursements for legal counsel retained by any selling stockholder. Indemnification. In the rights agreement, we and the selling stockholders have agreed to indemnify each other and specified other persons against some liabilities in connection with the offering of the shares, including liabilities arising under the Securities Act. The selling stockholders may also agree to indemnify any broker-dealer or agent that participates in transactions involving sales of the shares against some liabilities, including liabilities arising under the Securities Act. In addition, Carlyle Venture Coinvestment LLC and Greylock Equity Limited Partnership have each agreed to indemnify us against some liabilities, including liabilities arising under the Securities Act, related to information about selling stockholders that was provided by each of these two parties. Suspension of this offering. We may suspend the use of this prospectus if we learn of any event that causes this prospectus to include an untrue statement of a material fact or omits to state a material fact required to be stated in the prospectus or necessary to make the statements in the prospectus not misleading in the light of the circumstances then existing. If this type of event occurs, a prospectus supplement or post-effective amendment, if required, will be distributed to each selling stockholder. Each selling stockholder has agreed not to trade shares from the time the selling stockholder receives notice from us of this type of event until the selling stockholder receives a prospectus supplement or amendment. This time period will not exceed five trading days in any one instance. Termination of this offering. The rights agreement requires that we use commercially reasonable efforts to keep the registration statement effective until December 30, 1999, or later in limited circumstances. Therefore, this offering will terminate on the earlier of: (1) the expiration of this period, or (2) the date on which all shares offered under this prospectus have been sold by the selling stockholders. 22 24 LEGAL MATTERS The validity of the issuance of the shares of common stock offered under this prospectus will be passed upon for us by Fenwick & West LLP, Two Palo Alto Square, Palo Alto, California 94306. EXPERTS Ernst & Young LLP, independent auditors, have audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 1998, as amended, as presented in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on the report of Ernst & Young LLP given on their authority as experts in accounting and auditing. The financial statements of Narrative incorporated in this prospectus by reference to the audited historical financial statements included as Exhibit 99.01 of our Form 8-K/A filed on February 18, 1999 have been incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on their authority as experts in auditing and accounting. FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act relating to future events or financial results. These statements include statements indicating that we believe, we expect or we anticipate that events may occur or trends may continue, and similar statements relating to future events or financial results. These forward-looking statements are subject to material risks and uncertainties as indicated under the caption "Risk Factors." Actual results could vary materially as a result of a number of factors including those disclosed in "Risk Factors" and elsewhere in this prospectus. WHERE YOU CAN FIND MORE INFORMATION The following documents that we have filed with the Securities and Exchange Commission are incorporated into this prospectus by reference: - the registration statement on Form S-3 of which this prospectus is a part, and the exhibits and schedules filed with the registration statement and incorporated into the registration statement by reference - our annual report on Form 10-K for the year ended December 31, 1998, as amended on March 31, 1999 and on April 27, 1999 - the registration of our Series A common stock on Form 8-A filed on June 13, 1997 - all other reports filed under Section 13(a) or 15(d) of the Exchange Act since December 31, 1998, including: (1) our quarterly reports on Form 10-Q for the fiscal quarters ended March 31, June 30 and September 30, 1998, each as amended on February 8, 1999; (2) our current report on Form 8-K filed on January 14, 1999, as amended on February 19, 1999; (3) our two current reports on Form 8-K filed on January 21, 1999; (4) our current report on Form 8-K filed on February 19, 1999; and (5) our current report on Form 8-K filed on April 8, 1999 - all other information that we file with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the termination of this offering 23 25 To the extent that any statement in this prospectus is inconsistent with any statement that is incorporated by reference, the statement in this prospectus shall control. The incorporated statement shall not be deemed, except as modified or superceded, to constitute a part of this prospectus or the registration statement. Because we are subject to the informational requirements of the Securities Exchange Act of 1934, we file reports and other information with the Securities and Exchange Commission. Reports, registration statements, proxy and information statements and other information that we have filed can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain copies of this material from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at rates prescribed by the Commission. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission also maintains a World Wide Web site that contains reports, proxy and information statements and other information that is filed electronically with the Commission. This web site can be accessed at http://www.sec.gov. We have filed with the Commission a registration statement on Form S-3 under the Securities Act with respect to the Series A common stock offered under this prospectus. This prospectus does not contain all of the information in the registration statement, parts of which we have omitted, as allowed under the rules and regulations of the Commission. For further information with respect to us and our Series A common stock, please refer to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete and, in each instance, we refer you to the copy of each contract or document filed as an exhibit to the registration statement. Copies of the registration statement, including exhibits, may be inspected without charge at the Commission's principal office in Washington, D.C., and you may obtain copies from this office upon payment of the fees prescribed by the Commission. We will furnish without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request, a copy of the information that has been incorporated by reference into this prospectus (except exhibits, unless they are specifically incorporated by reference into this prospectus). You should direct any requests for copies to At Home Corporation, 425 Broadway Street, Redwood City, California 94063, Attention: David G. Pine, Vice President and General Counsel, telephone: (650) 569-5000. 24 26 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- AT HOME CORPORATION 919,000 SHARES OF SERIES A COMMON STOCK --------------------------------------------- PROSPECTUS --------------------------------------------- YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THIS PROSPECTUS. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 27 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the various expenses payable by the Registrant in connection with the sale and distribution of the securities being registered under this registration statement. Normal commission expenses and brokerage fees are payable individually by the selling stockholders. All amounts are estimated except the Securities and Exchange Commission registration fee. Securities and Exchange Commission registration fee......... $25,054 Nasdaq National Market filing fee........................... 17,500 Accounting fees and expenses................................ 10,000 Legal fees and expenses..................................... 30,000 Miscellaneous............................................... 7,446 ------- Total............................................. $90,000 =======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. As permitted by the Delaware General Corporation Law, the Registrant's Certificate of Incorporation includes a provision that eliminates the personal liability of its directors to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability: - for any breach of the director's duty of loyalty to the corporation or its stockholders - for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law - under Section 174 of the Delaware General Corporation Law and - for any transaction from which the director derived an improper personal benefit. As permitted by Section 145 of the Delaware General Corporation Law, the Registrant's Certificate of Incorporation further provides: - for mandatory indemnification, to the fullest extent permitted by applicable law, for any person who is or was a director or officer, or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person - that the Registrant's obligation to indemnify any person who was or is serving at the Registrant's request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity must be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit entity - that the Registrant must advance to all indemnified parties the expenses (including attorney's fees) incurred in defending any proceeding provided that indemnified parties (if they are directors or officers) must provide the Registrant an undertaking to repay such advances if indemnification is determined to be unavailable - that the rights conferred in the Certificate of Incorporation are not exclusive and II-1 28 - that the Registrant may not retroactively amend the Certification of Incorporation provisions relating to indemnity. The indemnification provision in the Registrant's Certificate of Incorporation and the Indemnification Agreements entered into between the Registrant and each of its directors and executive officers may be sufficiently broad to permit indemnification of the Registrant's directors and officers for liabilities arising under the Securities Act. The Registrant has also obtained directors' and officers' liability insurance. The following documents are incorporated by reference: DOCUMENT 1. Form of Fourth Amended and Restated Certificate of Incorporation of the Registrant filed July 16, 1997 (incorporated by reference to Exhibit 3.06 to the Registrant's registration statement on Form S-1, File No. 333-27323, declared effective July 11, 1997). 2. Form of Indemnification Agreement entered into by the Registrant with each of its directors and executive officers (incorporated by reference to Exhibit 10.09 to the Registrant's registration statement on Form S-1, File No. 333-27323, declared effective July 11, 1997). Under the following agreements related to the Registrant's acquisition of Narrative, third parties have agreed to indemnify the Registrant and its directors, officers and employees against some liabilities, including losses by the Registrant and its directors, officers and employees arising out of misrepresentations or breaches by Narrative regarding its business, and some liabilities of the Registrant and its directors, officers and employees arising under the Securities Act, the Exchange Act or other federal or state laws. In addition, the escrow agreement referenced below provides that some shares of the Registrant's Series A common stock will be held as collateral for the indemnity obligations of the Narrative stockholders to the Registrant and its directors, officers and employees. The following documents are incorporated by reference: DOCUMENT 1. Agreement and Plan of Merger among the Registrant, Transitory Corporation (a subsidiary of the Registrant) and Narrative dated December 17, 1998 (incorporated by reference to Exhibit 2.1 to the Registrant's report on Form 8-K filed with the Securities and Exchange Commission on January 14, 1999). 2. Escrow Agreement dated December 30, 1998 among the Registrant, Charles M. Hazard, Jr. as representative of the Narrative stockholders and State Street Bank and Trust Company of California, N.A., as escrow agent (incorporated by reference to Exhibit 2.3 to the Registrant's report on Form 8-K filed with the Securities and Exchange Commission on January 14, 1999). 3. Rights Agreement dated December 30, 1998 between the Registrant and each of the Narrative stockholders (incorporated by reference to Exhibit 2.4 to the Registrant's report on Form 8-K filed with the Securities and Exchange Commission on January 14, 1999). 4. Letter Agreement dated February 9, 1999 between the Registrant and Carlyle Venture Coinvestment LLC (see Exhibit 99.02). II-2 29 5. Letter Agreement dated February 9, 1999 between the Registrant and Greylock Equity Limited Partnership (see Exhibit 99.03). ITEM 16. EXHIBITS. The following exhibits are filed with this registration statement or incorporated into this registration statement by reference:
EXHIBIT NUMBER EXHIBIT TITLE ------- ------------- 2.01 Agreement and Plan of Merger among the Registrant, Transitory Corporation (a subsidiary of the Registrant) and Narrative dated December 17, 1998 (incorporated by reference to Exhibit 2.1 to the Registrant's report on Form 8-K filed with the Securities and Exchange Commission on January 14, 1999). 2.02 Certificate of Merger, as filed on December 30, 1998 with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 2.2 to the Registrant's report on Form 8-K filed with the Securities and Exchange Commission on January 14, 1999). 2.03 Escrow Agreement dated December 30, 1998 among the Registrant, Charles M. Hazard, Jr. as representative of the Narrative stockholders and State Street Bank and Trust Company of California, N.A. as escrow agent (incorporated by reference to Exhibit 2.3 to the Registrant's report on Form 8-K filed with the Securities and Exchange Commission on January 14, 1999). 2.04 Rights Agreement dated December 30, 1998 between the Registrant and each of the Narrative stockholders (incorporated by reference to Exhibit 2.4 to the Registrant's report on Form 8-K filed with the Securities and Exchange Commission on January 14, 1999). 3.01 Form of Fourth Amended and Restated Certificate of Incorporation of the Registrant filed July 16, 1997 (incorporated by reference to Exhibit 3.06 to the Registrant's registration statement on Form S-1, File No. 333-27323, declared effective July 11, 1997). 3.02 Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation of the Registrant filed July 9, 1998 (incorporated by reference to Exhibit 3.07 to the Registrant's 1998 annual report on Form 10-K/A filed with the Securities and Exchange Commission on March 31, 1999). 3.03 Form of Second Amended and Restated Bylaws of the Registrant effective July 16, 1997 (incorporated by reference to Exhibit 3.05 to the Registrant's registration statement on Form S-1, File No. 333-27323, declared effective July 11, 1997). 4.01 Form of Certificate of the Registrant's Series A common stock (incorporated by reference to Exhibit 4.05 to the Registrant's registration statement on Form S-1, File No. 333-27323, declared effective July 11, 1997). 4.02 Amended and Restated Stockholders' Agreement, dated August 1, 1996, among the Registrant and the parties indicated therein, as amended on May 15, 1997 (incorporated by reference to Exhibit 4.04 to the Registrant's registration statement on Form S-1, File No. 333-27323, declared effective July 11, 1997). 5.01 Opinion of Fenwick & West LLP regarding legality of the securities being registered.*
II-3 30
EXHIBIT NUMBER EXHIBIT TITLE ------- ------------- 23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01).* 23.02 Consent of Ernst & Young LLP, Independent Auditors. 23.03 Consent of PricewaterhouseCoopers LLP, Independent Accountants. 24.01 Power of attorney.* 99.01 Press release issued by the Registrant on December 18, 1998 announcing its agreement to acquire Narrative (incorporated by reference to Exhibit 99.1 to the Registrant's report on Form 8-K filed with the Securities and Exchange Commission on January 14, 1999). 99.02 Letter Agreement dated February 9, 1999 by and between the Registrant and Carlyle Venture Coinvestment LLC.* 99.03 Letter Agreement dated February 9, 1999 by and between the Registrant and Greylock Equity Limited Partnership.*
- --------------- * Previously filed. ITEM 17. UNDERTAKINGS. The Registrant undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (a) to include any prospectus required by Section 10(a)(3) of the Securities Act; (b) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (c) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act, each filing of Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration II-4 31 statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. If a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered under this registration statement, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-5 32 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, At Home Corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Redwood City, State of California, on this 14th day of May, 1999. AT HOME CORPORATION By: /s/ THOMAS A. JERMOLUK ----------------------------------- Thomas A. Jermoluk Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 3 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- PRINCIPAL EXECUTIVE OFFICER: /s/ THOMAS A. JERMOLUK* President, Chief Executive May 14, 1999 - ---------------------------- Officer and Chairman of the Thomas A. Jermoluk Board PRINCIPAL FINANCIAL OFFICER: /s/ KENNETH A. GOLDMAN* Senior Vice President and May 14, 1999 - ---------------------------- Chief Financial Officer Kenneth A. Goldman PRINCIPAL ACCOUNTING OFFICER: /s/ ROBERT A. LERNER* Corporate Controller May 14, 1999 - ---------------------------- Robert A. Lerner ADDITIONAL DIRECTORS: /s/ WILLIAM R. HEARST III* Vice Chairman May 14, 1999 - ---------------------------- William R. Hearst III Director - ---------------------------- C. Michael Armstrong /s/ L. JOHN DOERR* Director May 14, 1999 - ---------------------------- L. John Doerr /s/ LEO J. HINDERY* Director May 14, 1999 - ---------------------------- Leo J. Hindery /s/ JOHN C. MALONE* Director May 14, 1999 - ---------------------------- John C. Malone Director - ---------------------------- John C. Petrillo
II-6 33
SIGNATURE TITLE DATE --------- ----- ---- /s/ BRIAN L. ROBERTS* Director May 14, 1999 - ---------------------------- Brian L. Roberts /s/ JAMES R. SHAW* Director May 14, 1999 - ---------------------------- James R. Shaw /s/ DAVID M. WOODROW* Director May 14, 1999 - ---------------------------- David M. Woodrow
*By: /s/ DAVID G. PINE ----------------------------------- David G. Pine Attorney-in-fact II-7 34 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT TITLE - ------- ------------- 23.02 Consent of Ernst & Young LLP, Independent Auditors. 23.03 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
EX-23.02 2 CONSENT OF ERNST & YOUNG, LLP 1 EXHIBIT 23.02 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in Amendment No. 3 to the Registration Statement (Form S-3 No. 333-72689) and related Prospectus of At Home Corporation for the registration of 919,000 shares of its Series A common stock and to the incorporation by reference therein of our report dated January 19, 1999, with respect to the consolidated financial statements of At Home Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 1998, as amended, filed with the Securities and Exchange Commission. Ernst & Young LLP San Jose, California May 12, 1999 EX-23.03 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.03 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of our report dated April 23, 1998, which appears in Exhibit 99.01 of the Current Report on Form 8-K/A of At Home Corporation dated February 19, 1999. We also consent to the reference to us under the heading "Experts" in such Prospectus. PRICEWATERHOUSECOOPERS LLP Boston, Massachusetts May 13, 1999 -----END PRIVACY-ENHANCED MESSAGE-----