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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 6)
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)
June 8, 2001 and June 11, 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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ].
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This Amendment No. 6 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 and Amendment No. 5 filed on May 22, 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. 6 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. 6 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. 6.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended by adding the following to
the end thereof:
On June 11, 2001, AT&T and Comcast PC entered into an agreement (the
"Amended and Restated Comcast Share Issuance Agreement"), which amended and
restated the Comcast Share Issuance Agreement, and thereafter completed the
transactions contemplated by the Amended and Restated Comcast Share Issuance
Agreement. Pursuant to the Amended and Restated Comcast Share Issuance
Agreement, AT&T issued 80,300,930 shares of AT&T common stock to Comcast PC. As
a result of this transaction, the Put granted to Comcast under the Letter
Agreement, which was exercised on January 11, 2001, was fully satisfied. AT&T
did not acquire any Series A Common Stock in this transaction. AT&T granted
Comcast PC limited registration rights with respect to the AT&T common stock
issued to Comcast PC.
The foregoing description of the Amended and Restated Comcast Share
Issuance Agreement is qualified in its entirety by reference to the text of the
Amended and Restated Comcast Share Issuance Agreement, which is filed as Exhibit
1 to this Amendment No. 6 and is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended by adding the following at
the end thereof:
On June 8, 2001, Excite@Home announced that AT&T and Excite@Home had
agreed to negotiate an arrangement relating to Excite@Home's network and
engineering operations that differs from that contemplated by the LOA. If AT&T
and Excite@Home reach agreement on the revised arrangements, (1) AT&T would
provide consulting and support services on commercially reasonable, arm's-length
terms; and (2) AT&T would assist Excite@Home in implementing an updated network
plan to augment performance
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levels in Excite@Home's network, instead of the outsourcing arrangement
contemplated in the LOA. AT&T and Excite@Home will continue to negotiate
separately the restructured backbone fiber agreement contemplated in the LOA.
There can be no assurance that the companies will be successful in completing
definitive agreements relating to any of these arrangements.
Item 4 of the Schedule 13D is hereby further amended by incorporating and
repeating at the end thereof the response to Item 3 set forth above in this
Amendment No. 6.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended by incorporating and
repeating at the end thereof the response to Item 3 set forth above in this
Amendment No. 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended by deleting Exhibit No.2 to
Amendment No.5 to the Schedule 13D, filed May 22, 2001, and replacing it in its
entirety with Exhibit No.1 hereto, as follows:
1. Amended and Restated Share Issuance Agreement, dated June 11, 2001,
between AT&T Corp. and Comcast PC Investments Inc.
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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: June 12, 2001
AT&T CORP.
By: /s/ Marilyn J. Wasser
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Name: Marilyn J. Wasser
Title: Vice President--Law and Secretary
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INDEX OF EXHIBITS
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Exhibit No. Item
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1. Amended and Restated Share Issuance Agreement, dated June 11, 2001,
between AT&T Corp. and Comcast PC Investments Inc.
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