-----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, RNc+qMDV7L+BigneZTIgQOxrLaitoe0fQMBxruBN4LBXdZGw2kgebBhNHsyhPzCz nMQTndgXrjCKrdhJpIdsEw== 0000891836-97-000548.txt : 19971117 0000891836-97-000548.hdr.sgml : 19971117 ACCESSION NUMBER: 0000891836-97-000548 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971114 SROS: NASD SUBJECT COMPANY: 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: SC 13D SEC ACT: SEC FILE NUMBER: 005-51925 FILM NUMBER: 97721197 BUSINESS ADDRESS: STREET 1: 425 BROADWAY ST STREET 2: 415-944-7200 CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 4155695110 MAIL ADDRESS: STREET 1: 425 BROADWAY ST CITY: REDWOOD STATE: CA ZIP: 94063 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CABLEVISION SYSTEMS CORP CENTRAL INDEX KEY: 0000784681 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 112776686 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE MEDIA CROSSWAYS CITY: WOODBURY STATE: NY ZIP: 11797 BUSINESS PHONE: 5163648450 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) AT HOME CORPORATION (Name of Issuer) SERIES A COMMON STOCK (Title of Class of Securities) 045919101 (CUSIP Number) Robert S. Lemle Executive Vice President, General Counsel and Secretary Cablevision Systems Corporation One Media Crossways Woodbury, New York 11797 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 2, 1997 (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 schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 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 ("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). - -------------------- --------------------- CUSIP NO. 045919101 PAGE 2 OF 6 PAGES - -------------------- --------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CABLEVISION SYSTEMS CORPORATION 11-2776686 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [XX] - -------------------------------------------------------------------------------- 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 NUMBER OF 10,946,936 SHARES ----------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH ----------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 10,946,936 WITH ----------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,946,936 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* HC, CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -2- ITEM 1. SECURITY AND ISSUER. Title of Class of Equity Securities: Series A Common Stock Name and Address of Principal Executive Offices of Issuer: At Home Corporation ("At Home") 425 Broadway Street Redwood City, California 94063 ITEM 2. IDENTITY AND BACKGROUND. Name: Cablevision Systems Corporation (the "Company") State of Incorporation: Delaware Principal Business: Cable Television Service Address of Principal Business: One Media Crossways Drive Woodbury, New York 11797 Address of Principal Executive Offices: One Media Crossways Drive Woodbury, New York 11797 Has such person been convicted in a No criminal proceeding? Has such person been party to a civil No proceeding, resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws of finding any violation with respect to such laws? ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The aggregate purchase price of the warrants, $1.00, was paid out of the working capital of Cablevision Systems Corporation. The aggregate exercise price for the warrants described herein will be paid out of working capital or bank borrowings from the Company's principal bank borrowing, syndicated by Toronto Dominion (Texas), Inc. ITEM 4. PURPOSE OF TRANSACTION. Effective October 2, 1997, the Company entered into a Letter Agreement and Term Sheet with At Home, Comcast Corporation ("Comcast"), Cox Enterprises, Inc. ("Cox"), Kleiner, Perkins, Caulfield & Byers ("KPCB") and Tele-Communications, Inc. ("TCI"), which Agreement was amended on October 10, 1997 (as amended, the "Agreement"). The Agreement, attached hereto as Exhibit 10.1, is incorporated herein by reference. The -3- Agreement provides that the Company will enter into a Master Distribution Agreement for the distribution of At Home's At Home service on substantially the same terms and conditions as TCI, Comcast and Cox. The Master Distribution Agreement between the Company and At Home has not yet been entered into. The Agreement provides for the issuance to the Company of a warrant to purchase up to 7,875,784 shares of At Home's Series A Common Stock at an exercise price of $0.50 per share (the "Warrant"). The Warrant is immediately exercisable, subject to the receipt of all necessary governmental consents or approvals. The Agreement also provides for the issuance of a warrant to purchase up to 3,071,152 shares of At Home's Series A Common Stock at an exercise price of $0.50 per share under certain conditions (the "Contingent Warrant"). The Contingent Warrant will become exercisable as and to the extent certain cable television systems are transferred from TCI and its controlled affiliates to the Company or its controlled affiliates. These transfers are currently expected to take place in the first quarter of 1998. The Warrant, the Contingent Warrant and the Warrant Purchase Agreement, dated October 10, 1997, between At Home and the Company, attached hereto as Exhibits 10.2, 10.3 and 10.4, respectively, are incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The Company beneficially owns 7,875,784 shares of Series A Common Stock, representing 8.2% of the outstanding Series A Common Stock and 6.2% of At Home's outstanding Common Stock (all classes). Upon the vesting of all of the shares represented by the Contingent Warrant, the Company will beneficially own 10,946,936 shares of Series A Common Stock, representing 11.0% of the outstanding Series A Common Stock and 8.4% of At Home's outstanding Common Stock (all classes). The Company has sole voting and dispositive power over all such shares. Other than the transactions described in Item 4 above, the Company effected no transactions in the Series A Common Stock during the past 60 days from the date hereof. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Agreement provides that the Company will enter into a Second Amended and Restated Stockholders Agreement with TCI, Cox, Comcast and KPCB. The existing Amended and Restated Stockholders Agreement, attached hereto as Exhibit 10.6, is incorporated herein by reference. The Second Amended and Restated Stockholders Agreement has not yet been entered into. The amendments to the existing Stockholders Agreement that would be implemented in the Second Amended and Restated Stockholders Agreement are set forth in the term sheets to the Agreement. The Company disclaims the existence of any group including the Company relating to At Home Corporation. -4- ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit Description No. 10.1 Letter Agreement and Term Sheet, dated October 2, 1997 among the Company, At Home, Comcast, Cox, KPCB and TCI, as amended October 10, 1997 (incorporated by reference to Exhibit 10.01 of the Current Report on Form 8-K filed by At Home Corporation (File No. 000-22697) on October 22, 1997 (the "8-K")). 10.2 The Warrant (incorporated by reference to Exhibit 10.03 of the 8-K). 10.3 The Contingent Warrant (incorporated by reference to Exhibit 10.04 of the 8-K). 10.4 Warrant Purchase Agreement, dated October 10, 1997, between At Home and the Company (incorporated by reference to Exhibit 10.02 of the 8-K). 10.5 Amended and Restated Stockholders Agreement, dated August 1, 1996, as amended in May, 1997 (incorporated by reference to Exhibit 4.04 of the Registration Statement on Form S-1 of At Home Corporation (File No. 333-27323)). -5- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, correct and complete. CABLEVISION SYSTEMS CORPORATION By: /s/ Andrew S. Rosengard Name: Andrew S. Rosengard Title: Senior Vice President and Controller Date: November 14, 1997 -6- INDEX TO EXHIBITS MATERIAL TO BE FILED AS EXHIBITS. Exhibit Description No. 10.1 Letter Agreement and Term Sheet, dated October 2, 1997 among the Company, At Home, Comcast, Cox, KPCB and TCI, as amended October 10, 1997 (incorporated by reference to Exhibit 10.01 of the Current Report on Form 8-K filed by At Home Corporation (File No. 000-22697) on October 22, 1997 (the "8-K")). 10.2 The Warrant (incorporated by reference to Exhibit 10.03 of the 8-K). 10.3 The Contingent Warrant (incorporated by reference to Exhibit 10.04 of the 8-K). 10.4 Warrant Purchase Agreement, dated October 10, 1997, between At Home and the Company (incorporated by reference to Exhibit 10.02 of the 8-K). 10.5 Amended and Restated Stockholders Agreement, dated August 1, 1996, as amended in May, 1997 (incorporated by reference to Exhibit 4.04 of the Registration Statement on Form S-1 of At Home Corporation (File No. 333-27323)). -7- -----END PRIVACY-ENHANCED MESSAGE-----