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Technology Stocks : AUTOHOME, Inc -- Ignore unavailable to you. Want to Upgrade?

To: GraceZ who wrote (19937)	3/4/2000 2:20:00 PM
From: Maverick	Respond to of 29970

T controls 57% voting power.A buyout requires T's 3 votes, CMCSK's 1 vote, Cox's 1 vote. Frm S-3 filing 3/2/00 We are controlled by AT&T, Cox and Comcast. TCI controls approximately 57% of our voting power. AT&T owns TCI and therefore controls this voting power. Currently, four of our eleven directors are directors, officers or employees of TCI, AT&T or their affiliates. AT&T currently owns all 30,800,000 outstanding shares of our Series B common stock, each of which carries ten votes per share. This Series B common stock ownership gives AT&T the right to elect five Series B directors, one of which is designated by Comcast and one of which is designated by Cox. So long as AT&T owns at least 15,400,000 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 at least 75%, or four of the five, of our Series B directors. As a result, corporate actions generally require the approval of AT&T's three Series B directors and one, or in some cases both, of the directors designated by Comcast and Cox. Therefore, Comcast and Cox, acting together, may veto any board action. We depend on a continuing cooperative relationship with AT&T, Cox, Comcast and other large stockholders to take action that requires stockholder consent. It is possible that AT&T's stockholders' objectives will diverge from what management considers to be our optimum strategy. In connection with the proposed issuance of our tracking stock, our principal cable stockholders may require us to extend the requirement in our certificate of incorporation that all board actions must be approved by four of our five Series B directors beyond the time that AT&T no longer holds a majority of our voting power. Accordingly, we may adopt amendments to our certificate of incorporation that would enable AT&T, Comcast and Cox to retain control of our subscription business even if we issue additional stock that dilutes AT&T's voting control below 50% of our outstanding voting shares.