UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
USWEB CORPORATION
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
917327 10 8
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(CUSIP Number)
January 1, 1999-December 31, 1999
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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
Japan
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5. SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 0
WITH: -----------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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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)
0%
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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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CUSIP NO. 917327 10 8
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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 ("SOFTVEN No. 2")
The managing partner of SOFTVEN No. 2 is SoftVenture Capital
Inc., which is wholly owned by SOFTBANK Corp., a Japanese
corporation. Mr. Masayoshi Son is the President and Chief
Executive Officer of SOFTBANK and owns an approximately 50%
interest in SOFTBANK.
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.
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.
Page 3 of 6 pages
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CUSIP NO. 917327 10 8
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(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).
(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).
ITEM 4. OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED: 0
(b) PERCENT OF CLASS: 0%
(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:
0
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
0
Page 4 of 6 pages
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CUSIP NO. 917327 10 8
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(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
0
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 [X].
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 14, 2000
SOFTVEN NO. 2 INVESTMENT ENTERPRISE
PARTNERSHIP
By: Yoshitaka Kitao, President & CEO
By: /s/ Stephen A. Grant
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Stephen A. Grant, Attorney-in-Fact
Page 6 of 6 pages
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EXHIBIT INDEX
Exhibit A Power of Attorney
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Yoshitaka Kitao (the "Grantor")
has made, constituted and appointed, and by these presents does make, constitute
and appoint, Stephen Grant (the "Attorney"), the true and lawful agent and
attorney-in-fact, with full power of substitution and resubstitution, of the
Grantor, for and in Grantor's name, place and stead, in any and all capacities,
to do all or any of the following acts, matters and things:
1. To sign on behalf of the Grantor statements on Schedule 13D or 13G,
or amendment thereto pursuant to Section 13(d) under the Securities
Exchange Act of 1934.
2. To do all such other acts and things as, in such Attorney's
discretion, he deems appropriate or desirable for the purpose of
filing such statements on Schedule 13D or 13G, or amendment thereto.
3. To appoint in writing one or more substitutes who shall have the
power to act on behalf of the Grantor as if that substitute or those
substitutes shall have been originally appointed Attorney(s) by this
Power of Attorney and/or to revoke any such appointment at any time
without assigning any reason therefor.
The Grantor hereby ratifies and confirms all that said agent and
attorney-in-fact or any substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the Grantor duly assents to this Power of Attorney
by his signature as of the 12th day of February 1999.
Yoshitaka Kitao
/s/ Yoshitaka Kitao
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Yoshitaka Kitao
