TERM SHEET FOR FORWARD SALE OF EXCITE COMMON STOCK
Published on March 11, 1999
EXHIBIT G
INTUIT/EXCITE FORWARD CONTRACT
SUMMARY OF TERMS FOR EXCITE FORWARD CONTRACT
Seller: Intuit Inc. (the "Company")
Purchaser: Credit Suisse First Boston or an affiliate
("CSFB")
Contract: Forward Contract (the "Contract") with respect
to the common stock (the "Common Stock") of
Excite, Inc. ("XCIT")
Contract Price: To be set as the actual gross average per share
sale price by CSFB in hedge execution sales
made in a manner consistent with the volume and
"manner of sale" restrictions of Rule 144 under
the Securities Act of 1933 of a number of
shares equal to the Underlying Shares (the
"Rule 144 Sales")
Underlying Shares: 4,350,000 shares of XCIT Common Stock
Aggregate Forward Contract Equal to Contract Price times Underlying Shares
Price:
Aggregate Purchase Price: Aggregate Forward Contract Price, less the Fee.
Issue Date: The date the Rule 144 Sales are completed
Settlement Date: To be set at the Company's option, no earlier
than the date the Company is able to
deliver 4,350,000 freely tradeable
shares of XCIT Common Stock (or the
appropriate number of shares received
in exchange therefor), registered or
not requiring registration and
without voting restrictions ("Free
Shares"), and no later than September
30, 1999
Settlement: On the Settlement Date, (i) the Company will
deliver to the Purchaser 4,350,000 Free Shares,
and (ii) CSFB will deliver to the Company the
Aggregate Purchase Price
Note: We understand that you fully understand the potential risks and rewards of
this transaction and that you have independently determined that the transaction
is appropriate for you given your objectives, experience, financial and
operational resources, and other relevant circumstances. Credit Suisse First
Boston is acting solely in an arm's length capacity and not as your financial
advisor or fiduciary in any transaction unless we have agreed to so act in
writing. This document is not to be used or considered as an offer to sell or
solicitation of an offer to buy any securities. Information and opinions
contained herein have been compiled or arrived at by Credit Suisse First Boston
from sources believed to be reliable, but Credit Suisse First Boston does not
accept liability for any loss arising from the use thereof, nor makes any
representation as to their accuracy or completeness. This document is not to be
relied upon as such or used in substitution for the exercise of independent
judgment. Unless otherwise permitted by law in the applicable jurisdiction, only
authorized affiliates of Credit Suisse First Boston will effect orders for
securities from customers in such jurisdiction.
INTUIT/EXCITE FORWARD CONTRACT
Collateral Arrangements: On or prior to the Issue Date, the Company will
deposit 4,350,000 shares of XCIT Common Stock in a
Collateral Account with the Purchaser as security
in favor of the Purchaser. Upon deposit of the
shares, CSFB will become a party to the Excite
Company Voting Agreement with respect to such
4,350,000 shares with such modifications as are
acceptable to both parties. The Collateral
Agreement will include provisions for dividends and
voting, including the Collateral Agent's payment to
the Purchaser of any dividends and Intuit's
retention of voting rights with respect to XCIT
shares deposited as collateral.
Any other shares of XCIT common stock held by the
Company will not be subject to any restrictions
under the Contract.
Events of Default: The following will constitute Events of
Default:
(i) failure to materially perform
any covenant applicable to the
Contract for 60 days after notice of
breach;
(ii) Certain events of
collateral default,
cross-default, bankruptcy,
insolvency or
reorganization with respect
to the Company;
(iii) CSFB becoming unable at any
time prior to the
Settlement Date to borrow
4,350,000 Free Shares; or
(iv) Failure to deliver 4,350,000 Free
Shares on the Settlement Date
Upon the occurrence of an Event of
Default, the holder of the Contract
may terminate the Contract. Upon such
event, the Company will be required
to deliver 4,350,000 Free Shares, and
CSFB will deliver the Aggregate
Purchase Price. To the extent the
XCIT Common Shares held in the
collateral account are not then Free
Shares, the Company will deliver such
shares and will reimburse CSFB for
its costs and expenses related to its
inability to use such XCIT Common
Shares as Free Shares.
Note: We understand that you fully understand the potential risks and rewards of
this transaction and that you have independently determined that the transaction
is appropriate for you given your objectives, experience, financial and
operational resources, and other relevant circumstances. Credit Suisse First
Boston is acting solely in an arm's length capacity and not as your financial
advisor or fiduciary in any transaction unless we have agreed to so act in
writing. This document is not to be used or considered as an offer to sell or
solicitation of an offer to buy any securities. Information and opinions
contained herein have been compiled or arrived at by Credit Suisse First Boston
from sources believed to be reliable, but Credit Suisse First Boston does not
accept liability for any loss arising from the use thereof, nor makes any
representation as to their accuracy or completeness. This document is not to be
relied upon as such or used in substitution for the exercise of independent
judgment. Unless otherwise permitted by law in the applicable jurisdiction, only
authorized affiliates of Credit Suisse First Boston will effect orders for
securities from customers in such jurisdiction.
INTUIT/EXCITE FORWARD CONTRACT
Nature of Contract: The Contract will be a secured forward contract
of the Company.
Conditions Precedent: Consummation of the Contract is subject to the
Company's agreement and compliance with the above
terms and conditions, the availability for borrow
of 4,350,000 Free Shares, legal opinions customary
for secured transactions and no material decrease
in the float or daily trading volume of the Common
Stock.
Breakage Costs: If hedging is commenced based on this termsheet
and if the Company declines to execute final
documentation consistent with this termsheet
(the "Final Documentation") by March 31, 1999,
then the Purchaser shall have the right to
unwind its hedging activities and to require
the Company to pay all market related costs and
expenses related thereto.
Final Documentation: The terms hereof shall be operative until the
Final Documentation is executed, at which time
such Final Documentation will supersede this
Termsheet.
Fee: 2.00% of the Aggregate Forward Contract Price
Understood and Agreed to,
This 11th day of March, 1999,
By:
INTUIT INC.
- ------------------------------------
Name:
Title:
Note: We understand that you fully understand the potential risks and rewards of
this transaction and that you have independently determined that the transaction
is appropriate for you given your objectives, experience, financial and
operational resources, and other relevant circumstances. Credit Suisse First
Boston is acting solely in an arm's length capacity and not as your financial
advisor or fiduciary in any transaction unless we have agreed to so act in
writing. This document is not to be used or considered as an offer to sell or
solicitation of an offer to buy any securities. Information and opinions
contained herein have been compiled or arrived at by Credit Suisse First Boston
from sources believed to be reliable, but Credit Suisse First Boston does not
accept liability for any loss arising from the use thereof, nor makes any
representation as to their accuracy or completeness. This document is not to be
relied upon as such or used in substitution for the exercise of independent
judgment. Unless otherwise permitted by law in the applicable jurisdiction, only
authorized affiliates of Credit Suisse First Boston will effect orders for
securities from customers in such jurisdiction.
INTUIT/EXCITE FORWARD CONTRACT
And By:
CREDIT SUISSE FINANCIAL PRODUCTS
- ----------------------------------------------
Name:
Title:
Note: We understand that you fully understand the potential risks and rewards of
this transaction and that you have independently determined that the transaction
is appropriate for you given your objectives, experience, financial and
operational resources, and other relevant circumstances. Credit Suisse First
Boston is acting solely in an arm's length capacity and not as your financial
advisor or fiduciary in any transaction unless we have agreed to so act in
writing. This document is not to be used or considered as an offer to sell or
solicitation of an offer to buy any securities. Information and opinions
contained herein have been compiled or arrived at by Credit Suisse First Boston
from sources believed to be reliable, but Credit Suisse First Boston does not
accept liability for any loss arising from the use thereof, nor makes any
representation as to their accuracy or completeness. This document is not to be
relied upon as such or used in substitution for the exercise of independent
judgment. Unless otherwise permitted by law in the applicable jurisdiction, only
authorized affiliates of Credit Suisse First Boston will effect orders for
securities from customers in such jurisdiction.