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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 7)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AT HOME CORPORATION
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(Name of Issuer)
SERIES A COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
045919101
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(CUSIP Number)
MARILYN J. WASSER, ESQ.
VICE PRESIDENT -- LAW AND SECRETARY
AT&T CORP.
295 NORTH MAPLE AVENUE
BASKING RIDGE, NJ 07920
(908) 221-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 28, 2001
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(Date of Events Which Require Filing of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of sections 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box: [ ].
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This Amendment No. 7 amends the Schedule 13D originally filed on March
19, 1999 (as amended by Amendment No. 1 filed on March 30, 2000, Amendment
No. 2 filed on September 5, 2000, Amendment No. 3 filed on January 12, 2001,
Amendment No. 4 filed on April 19, 2001, Amendment No. 5 filed on May 22,
2001, and Amendment No. 6 filed on June 12, 2001, the "Schedule 13D") by AT&T
Corp. ("AT&T") and relates to shares of Series A common stock, par value
$0.01 per share (the "Series A Common Stock"), of At Home Corporation, a
Delaware corporation ("Excite@Home" or the "Issuer"). The Issuer's principal
executive offices are located at 425 Broadway Street, Redwood City, CA
94063. Pursuant to Rule 13d-3 under the Exchange Act, this Amendment No. 7
also relates to the shares of Series A Common Stock issuable upon conversion
of shares of the Series B common stock, par value $0.01 per share ("Series B
Common Stock"), of Excite@Home. Capitalized terms used without definition in
this Amendment No. 7 shall have the respective meanings ascribed to them in
the Schedule 13D. References to "herein" and "hereof" are references to the
Schedule 13D, as amended by this Amendment No. 7.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended by adding the following at
the end thereof:
On September 28, 2001, AT&T entered into an Asset Purchase Agreement
(the "Asset Purchase Agreement") with Excite@Home and certain subsidiaries of
Excite @Home, pursuant to which AT&T agreed to purchase essentially all of
Excite@Home's broadband internet access businesses assets for a purchaser
price of $307 million in cash (the "Asset Purchase"). The Asset Purchase
and the related transactions contemplated by the Asset Purchase Agreement are
subject to the terms and conditions set forth in the Asset Purchase
Agreement. The Asset Purchase and the Asset Purchase Agreement were approved
by unanimous vote of the directors of Excite@Home who are not affiliated with
AT&T.
Also on September 28, 2001, Excite@Home announced that it and certain of
its subsidiaries had filed voluntary petitions for reorganization relief under
Chapter 11 of the United States Bankruptcy Code and were seeking approval of the
Asset Purchase and the related transactions contemplated by the Asset Purchase
Agreement in accordance with Section 363 of Chapter 11 of the United States
Bankruptcy Code. Completion of the Asset Purchase and such related transactions
is subject to the emergence of higher and better offers from third parties
satisfaction of certain conditions, including the timely approval of the
bankruptcy court.
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The Asset Purchase Agreement and the transactions contemplated thereby
could result in some or all of the events referred in items (ii), (iii),
(iv), (vi) or (x) listed below. In addition, Excite@Home's bankruptcy filing
could result in the event referred to in item (viii) listed below. Except as
set forth herein, neither AT&T nor, to the best of its knowledge, any of its
executive officers, directors or controlling persons has any current plan or
proposal which relates to or would result in:
(i) any acquisition by any person of additional securities of the
Issuer, or any disposition of securities of the Issuer,
(ii) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(iii) any sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(iv) any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(v) any material change in the present capitalization or dividend policy
of the Issuer;
(vi) any other material change in the Issuer's business or corporate
structure;
(vii) any changes in the Issuer's charter, by-laws, or other
instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person;
(viii) any delisting from a national securities exchange or any loss of
authorization for quotation in an inter-dealer quotation system of a
registered national securities association of a class of securities
of the Issuer;
(ix) any termination of registration pursuant to section 12(g)(4) of the
Securities Exchange Act of 1934, as amended, of a class of equity
securities of the Issuer; or
(x) any action similar to any of those enumerated above.
Notwithstanding the foregoing, AT&T may determine to change its investment
intent with respect to the Issuer at any time in the future, and reserves its
right to exercise certain rights that it has, under certain conditions,
to terminate and not complete the Asset Purchase. In reaching any conclusion
as to its future course of action, AT&T will take into consideration various
factors, such as the Issuer's business and prospects, other developments
concerning the Issuer, other business opportunities available to AT&T,
developments with respect to the business of AT&T, and general economic and
stock market conditions, including, but not limited to, the market price of
the Common Stock of the Issuer. AT&T reserves the right, based on all
relevant factors, to acquire additional
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shares of the Common Stock of the Issuer in the open market, in privately
negotiated transactions or from the Issuer, including pursuant to the exercise
of preemptive rights under the Stockholders' Agreement, to dispose of all or a
portion of its holdings of shares of the Common Stock of the Issuer, or to
change its intention with respect to any or all of the matters referred to in
the list above.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The response to Item 4 is repeated and incorporated herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Press Release, dated September 28, 2001.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: October 1, 2001
AT&T CORP.
By: /s/ Steven Garfinkel
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Name: Steven Garfinkel
Title: Assistant Secretary
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INDEX OF EXHIBITS
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1. Press Release, dated September 28, 2001.
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