SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 5)
AT HOME CORPORATION
(Name of Issuer)
SERIES A COMMON STOCK
$.01 PAR VALUE
(Title of Class of Securities)
045919101
(CUSIP Number)
Arthur R. Block, Esq.
Comcast Corporation
1500 Market Street
Philadelphia, Pennsylvania 19102-2148
(215) 665-1700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 2, 2001
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
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The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following pages)
(Page 1 of 7 Pages)
CUSIP No. 045919101 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Comcast Corporation
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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7 SOLE VOTING POWER
27,163,180
----------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH REPORTING ----------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
27,163,180
----------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
27,163,180
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES*
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Excludes shares held by other parties to the Stockholders' Agreement (see
Item 6 of the Schedule 13D filed on January 29, 1998).
CUSIP No. 045919101 13D Page 3 of 7 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Comcast Online Communications, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
25,024,600
----------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH REPORTING ----------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
25,024,600
----------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
25,024,600
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES*
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Excludes shares held by other parties to the Stockholders' Agreement (see
Item 6 of the Schedule 13D filed on January 29, 1998).
CUSIP No. 045919101 13D Page 4 of 7 Pages
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--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Comcast PC Investments Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
25,024,600
----------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH REPORTING ----------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
25,024,600
----------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
25,024,600
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES*
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
* Excludes shares held by other parties to the Stockholders' Agreement (see
Item 6 of the Schedule 13D filed on January 29, 1998).
This Amendment No. 5 amends the Report on Schedule 13D, originally filed
on January 29, 1998 as amended by Amendment No. 1 filed on May 2, 2000,
Amendment No. 2 filed on January 11, 2001, Amendment No. 3 filed on May 24,
2001 and Amendment No. 4 filed on May 24, 2001 (as amended, the "Schedule 13D")
by Comcast Corporation ("Comcast") 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 (the "Company" or the "Issuer"). Pursuant
to Rule 13d-3 under the Act, this Amendment No. 5 also relates to the shares of
Series A Common Stock issuable upon exercise of certain warrants owned by
certain subsidiaries of Comcast. Capitalized terms used without definitions in
this Amendment No. 5 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. 5.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by inserting the following
immediately prior to the third to last paragraph thereof:
On June 22, 2001, in a series of brokerage transactions, Comcast PC sold
900,000 shares of Series A Common Stock at an average price of $2.03 per share.
On June 25, 2001, in a series of brokerage transactions, Comcast PC sold 40,000
shares of Series A Common Stock at an average price of $2.02 per share. On June
26, 2001, in a series of brokerage transactions, Comcast PC sold 610,000 shares
of Series A Common Stock at an average price of $2.01 per share. On June 27,
2001, in a series of brokerage transactions, Comcast PC sold 1,000,000 shares
of Series A Common Stock at an average price of $2.13 per share. On June 28,
2001, in a series of brokerage transactions, Comcast PC sold 410,000 shares of
Series A Common Stock at an average price of $2.17 per share. On June 29, 2001,
in a series of brokerage transactions, Comcast PC sold 700,000 shares of Series
A Common Stock at an average price of $2.10 per share. On July 2, 2001, in a
series of brokerage transactions, Comcast PC sold 430,000 shares of Series A
Common Stock at an average price of $2.05 per share.
Item 5. Interest in the Securities of the Issuer.
Part (a) of Item 5 of the Schedule 13D is hereby replaced in its entirety
as follows:
(a) Based upon information set forth in the Issuer's Notice and Proxy
Statement on Schedule 14A, as of the close of business on May 25, 2001, there
were outstanding 321,900,704 shares of Series A Common Stock and 85,595,578
shares of Series B Common Stock. Comcast currently beneficially owns 27,163,180
shares of Series A Common Stock, of which it has the right to acquire 2,138,580
shares based on the exercise of certain warrants by certain of its wholly-owned
subsidiaries set forth in Item 2. As of the date hereof and assuming the
conversion into Series A Common Stock of all warrants for Series A Common Stock
which Comcast has beneficial ownership of under Rule 13d-3, Comcast
beneficially owns an aggregate of 27,163,180 shares of Series A Common Stock,
or approximately 8.4%
Page 5 of 7
of the shares of Series A Common Stock deemed outstanding (assuming such
exercise of the warrants, but without giving effect to any conversion of shares
of Series B Common Stock). Comcast Online and Comcast PC each currently
beneficially owns 25,024,600 shares of Series A Common Stock constituting
approximately 7.8% of the outstanding shares of Series A Common Stock, (without
giving effect to any conversion of shares of Series B Common Stock).
Except as set forth in this Item 5(a), none of the Reporting Persons, nor
any other person controlling any Reporting Person beneficially owns any Shares.
Part (b) of Item 5 of the Schedule 13D is hereby replaced in its entirety
as follows:
After giving effect to the sales described in Item 4, Comcast has sole
power (i) to vote or direct the vote and (ii) to dispose of or direct the
disposition of the 27,163,180 shares of Series A Common Stock it beneficially
owns.
After giving effect to the sales described in Item 4, Comcast Online has
sole power (i) to vote or direct the vote and (ii) to dispose of or direct the
disposition of the 25,024,600 shares of Series A Common Stock it beneficially
owns.
After giving effect to the sales described in Item 4, Comcast PC has sole
power (i) to vote or direct the vote and (ii) to dispose of or direct the
disposition of the 25,024,600 shares of Series A Common Stock it beneficially
owns.
Part (c) of Item 5 is hereby replaced in its entirety as follows:
Except as set forth herein, no transactions in the Series A Common Stock
have been effected during the past 60 days by the Reporting Persons or any
other person controlling any of the Reporting Persons, except that as described
in Item 4 the following transactions have been effected. On June 22, 2001, in a
series of brokerage transactions, Comcast PC sold 900,000 shares of Series A
Common Stock at an average price of $2.03 per share. On June 25, 2001, in a
series of brokerage transactions, Comcast PC sold 40,000 shares of Series A
Common Stock at an average price of $2.02 per share. On June 26, 2001, in a
series of brokerage transactions, Comcast PC sold 610,000 shares of Series A
Common Stock at an average price of $2.01 per share. On June 27, 2001, in a
series of brokerage transactions, Comcast PC sold 1,000,000 shares of Series A
Common Stock at an average price of $2.13 per share. On June 28, 2001, in a
series of brokerage transactions, Comcast PC sold 410,000 shares of Series A
Common Stock at an average price of $2.17 per share. On June 29, 2001, in a
series of brokerage transactions, Comcast PC sold 700,000 shares of Series A
Common Stock at an average price of $2.10 per share. On July 2, 2001, in a
series of brokerage transactions, Comcast PC sold 430,000 shares of Series A
Common Stock at an average price of $2.05 per share.
Page 6 of 7
SIGNATURE
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.
Comcast Corporation
Date: July 3, 2001 By: /s/ Arthur R. Block
--------------------------------------
Name: Arthur R. Block
Title: Senior Vice President
Comcast Online Communications, Inc.
Date: July 3, 2001 By: /s/ Arthur R. Block
--------------------------------------
Name: Arthur R. Block
Title: Senior Vice President
Comcast PC Investments Inc.
Date: July 3, 2001 By: /s/ Abraham E. Patlove
--------------------------------------
Name: Abraham E. Patlove
Title: President
Page 7 of 7