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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
AMENDMENT NO. 1
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 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 55% 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. 1 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 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and restated to read in its entirety as follows:
(a)-(d); (g) The Purchaser is incorporated under the laws of the State of
Washington. The information set forth in Section 11 ("Certain
Information Concerning the Purchaser") of the Offer to Purchase
is incorporated herein by reference. The name, business address,
present principal occupation or employment, the material
occupations, positions, offices or employments for the past five
years and citizenship of each executive officer and director of
the Purchaser (including Mr. Allen), each person controlling the
Purchaser, and the name, principal business and address of any
corporation or other organization in which such occupations,
positions, offices and employments are or were carried on are set
forth in Annex A to the Offer to Purchase and incorporated herein
by reference.
(e); (f) During the last five years, neither the Purchaser, Mr. Allen
nor, to the best of the Purchaser's and Mr. Allen's knowledge,
any of the executive officers or directors of the Purchaser or
any controlling person of the Purchaser has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of
which any such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or
finding any violation of such law.
ITEM 10. ADDITIONAL INFORMATION.
Items 10(b)-(c) are hereby amended and supplemented by addition of the
following information thereto:
On March 30, 1999, the Federal Trade Commission granted Purchaser's request
for early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.
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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 7, 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 7, 1999
/s/ Paul G. Allen
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Paul G. Allen
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