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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
AMENDMENT NO. 2
(FINAL AMENDMENT)
to
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GO2NET, INC.
(Name of Subject Company)
VULCAN VENTURES INCORPORATED
PAUL G. ALLEN
(Bidders)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of class of securities)
383586 10 7
(CUSIP number of class of securities)
WILLIAM D. SAVOY
Vulcan Ventures Incorporated
110-110th Avenue N.E., Suite 550
Bellevue, Washington 98004
(206) 453-1960
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of bidder)
WITH A COPY TO:
Alvin G. Segel, Esq.
Irell & Manella LLP
1800 Avenue Of The Stars, Suite 900
Los Angeles, California 90067
(310) 277-1010
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CUSIP NO. 383586 10 7 14D-1 Page of Pages
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1. NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vulcan Ventures Incorporated
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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. SOURCES OF FUNDS (SEE INSTRUCTIONS)
AF, WC, BK
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5. [ ] CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) or 2(f)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,553,762 Shares (See Introduction and Section 11 of the Offer to Purchase
dated March 19, 1999 filed as Exhibit (a)(1) to the Schedule 14D-1 filed on
March 19, 1999)*
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8. [ ] CHECK IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES CERTAIN SHARES*
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7
16.6%*
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10. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP NO. 383586 10 7 14D-1 Page of Pages
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1. NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul G. Allen
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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. SOURCES OF FUNDS (SEE INSTRUCTIONS)
PF, BK
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5. [ ] CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(e) or 2(f)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,553,762 Shares (See Introduction and Section 11 of the Offer to Purchase
dated March 19, 1999 filed as Exhibit (a)(1) to the Schedule 14D-1 filed on
March 19, 1999)*
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8. [ ] CHECK IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES CERTAIN SHARES*
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7
16.6%*
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10. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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* Prior to the execution of the agreement described below, Vulcan Ventures
Incorporated (the "Purchaser") and Mr. Paul G. Allen beneficially owned
20,000 shares of the common stock, $.01 par value per share (the "Common
Stock"), of Go2Net, Inc.. (the "Company"), which represented less than one
percent (1%) of the outstanding shares of Common Stock. On March 15, 1999,
the Purchaser and the Company entered into a Stock Purchase Agreement (the
"Stock Purchase Agreement") pursuant to which the Purchaser purchased
167,507 newly issued shares of Series A Convertible Preferred Stock (the
"Series A Preferred Stock") for $1,000 per share (the "First Issuance
Preferred Shares") and agreed to commence an offer to purchase up to
3,596,688 shares of Common Stock for $90.00 per share from the Company's
stockholders (the "Offer"). The Purchaser has also agreed to purchase
132,493 additional shares of Series A Preferred Stock (the "Second Issuance
Preferred Shares" and together with the First Issuance Preferred Shares, the
"New Issue Preferred Shares") for $1,000 per share. Upon consummation of the
transactions contemplated by the Stock Purchase Agreement, including the
Offer (which has expired without any shares of Common Stock being validly
tendered and not withdrawn) and the purchase of shares of Common Stock from
the Company's directors, including three directors who are also executive
officers, the Purchaser and Mr. Allen will beneficially own approximately
34.2% of the total number of shares of the Company's Common Stock then
outstanding (assuming conversion into Common Stock of the New Issue
Preferred Shares, and assuming that no other shares of Common Stock are
issued). The Stock Purchase Agreement is more fully described in Section 14
of the Offer to Purchase, which was filed as Exhibit (a)(1) to the Schedule
14D-1 .
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This Statement, which is being filed by Vulcan Ventures Incorporated, a
Washington corporation ("Purchaser"), and Paul G. Allen, the Chairman, President
and sole shareholder of Purchaser ("Mr. Allen"), constitutes Amendment No. 2
(Final Amendment) to the Tender Offer Statement on Schedule 14D-1 and Schedule
13D ("Schedule 14D-1"), filed with the Securities and Exchange Commission (the
"Commission") on March 19, 1999, with respect to Purchaser's offer to purchase
up to 3,596,688 shares of the outstanding Common Stock, par value $.01 per share
(the "Common Stock"), of Go2Net, Inc., a Delaware corporation (the "Company")
(shares of Common Stock being referred to as the "Shares"), upon the terms and
subject to the conditions set forth in the Offer to Purchase dated March 19,
1999 and in the related Letter of Transmittal, at the purchase price of $90.00
per Share, net to the tendering stockholder in cash. The item numbers and
responses thereto below are in accordance with the requirements of Schedule
14D-1.
Unless otherwise indicated herein, each capitalized term used and not
defined herein shall have the meaning ascribed to such term in the Schedule
14D-1.
ITEM 6. ADDITIONAL INFORMATION.
Item 6 is hereby amended and supplemented by addition of the following
information thereto:
The Offer expired at 12:00 midnight, New York City time, on Thursday, April
15, 1999. Based on information provided by the Depositary, no Shares were
validly tendered and not withdrawn prior to the expiration of the Offer.
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SIGNATURE
After due 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
and agree that this statement may be filed collectively with Paul G. Allen.
Dated: April 16, 1999
VULCAN VENTURES INCORPORATED
By: /s/ William D. Savoy
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Name: William D. Savoy
Title: Vice President
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SIGNATURE
After due 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
and agree that this statement may be filed collectively with Vulcan Ventures
Incorporated.
Dated: April 16, 1999
/s/ Paul G. Allen
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Paul G. Allen
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