UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
USWEB CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
917327 10 8
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(CUSIP Number)
January 1, 1998 - December 31, 1998
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Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|X| Rule 13d-1(d)
*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).
Page 1 of 6 pages
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CUSIP NO. 917327 10 8
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
SOFTVEN NO. 2 INVESTMENT ENTERPRISE PARTNERSHIP
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
TOKYO, JAPAN
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5. SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 5,458,324
EACH -------------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 0
WITH: -------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
5,458,324
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,458,324
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.9%
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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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Page 2 of 6 pages
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ITEM 1(A). NAME OF ISSUER: USWeb Corporation
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES: 2880 Lakeside Drive, Santa Clara, California 95054.
ITEM 2(A). NAME OF PERSON FILING: SOFTVEN No. 2
Investment Enterprise Partnership ("SVN2")
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
24-1 Nihonbashi-Hakozakicho, Chuo-Ku, Tokyo 103-8501, Japan.
ITEM 2(C). CITIZENSHIP: Tokyo, Japan
ITEM 2(D). TITLE OF CLASS OF SECURITIES: Common Stock, $.001 par value
(the "Common Stock").
ITEM 2(E). CUSIP NUMBER: 917327 10 8.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of
the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the
Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19)
of the Exchange Act.
(d) [ ] Investment company registered under Section 8
of the Investment Company Act.
(e) [ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
Page 3 of 6 pages
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CUSIP NO. 917327 10 8
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(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company Act.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. |X|
ITEM 4. OWNERSHIP.
(A) AMOUNT BENEFICIALLY OWNED: 5,458,324
(B) PERCENT OF CLASS: approximately 7.9%
(C) NUMBER OF SHARES AS TO WHICH THE PERSON HAS:
(I) SOLE POWER TO VOTE OR DIRECT THE VOTE: 0
(II) SHARED POWER TO VOTE OR DIRECT THE VOTE: 5,458,324
(III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
OF: 0
(IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
OF: 5,458,324
Page 4 of 6 pages
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CUSIP NO. 917327 10 8
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The managing partner of SOFTVEN No. 2 Investment Enterprise
Partnership is SoftVenture Capital Inc., which is wholly owned by
SOFTBANK Corp., a Japanese corporation, which, as of December 31,
1998, was 43.3% owned by Mr. Masayoshi Son, a Japanese citizen.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not
applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not
applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable.
ITEM 10. CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
Page 5 of 6 pages
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CUSIP NO. 917327 10 8
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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.
February 12, 1999
SOFTVEN NO. 2 INVESTMENT
ENTERPRISE PARTNERSHIP
By: /s/ Yoshitaka Kitao
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Yoshitaka Kitao
President
Page 6 of 6 pages
