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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
CNET NETWORKS, INC.
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(NAME OF ISSUER)
COMMON STOCK, $.0001 PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
125 945 10 5
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(CUSIP NUMBER)
SHELBY BONNIE
C/O CNET NETWORKS, INC.
150 CHESTNUT STREET
SAN FRANCISCO, CALIFORNIA 94111
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
JULY 19, 2000
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT
THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE BECAUSE OF SECTION 240.13d-1(e), 240.13d-1(f) OR 240.13d-1(g), CHECK
THE FOLLOWING BOX [ ]
NOTE: SCHEDULE FILED IN PAPER FORMAT SHALL INCLUDE A SIGNED ORIGINAL AND FIVE
COPIES OF THE SCHEDULE, INCLUDING ALL EXHIBITS. SEE SECTIONS 240.13d-7(b)
FOR OTHER PARTIES TO WHOM COPIES ARE TO BE SENT.
*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 8 PAGES
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SCHEDULE 13D
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CUSIP NO. 125 945 10 5
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SHELBY W. BONNIE, individually, and as trustee under a certain trust for
the benefit of descendants of Halsey M. Minor.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
NUMBER OF
SHARES 10,123,284
BENEFICIALLY OWNED BY --------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON --------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
10,123,284
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,123,284
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
PAGE 2 of 8 PAGES
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Item 2. Identity and Background.
Item 2 of the Statement on Schedule 13D, as amended, to which
this amendment relates (the "Schedule 13D"), filed pursuant to Rule 13d-1 of the
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with respect to the common shares, $.0001 par value (the
"Shares") of CNET Networks, Inc. ("CNET"), is hereby supplemented as follows:
(a) - (c) and (f) This statement is filed on behalf of the
reporting person, Shelby W. Bonnie, an individual and as trustee under a certain
trust for the benefit of descendants of Halsey M. Minor. Mr. Bonnie resides in
California, and he currently serves as Chief Executive Officer of CNET. The
principal business activities of CNET are the operation of television and
internet programs providing information on computers, the internet and digital
technologies. CNET's principal business address is 150 Chestnut Street, San
Francisco, California 94111.
(d) None.
(e) None.
Item 4. Purpose of Transaction.
On July 19, 2000, Ziff-Davis Inc. ("Z-D"), CNET and TD Merger
Sub, Inc. ("Merger Sub") announced that they had entered into a Merger
Agreement, dated as of July 19, 2000 (the "Merger Agreement"). The merger
agreement provides for the merger of Merger Sub with and into Z-D with Z-D
surviving the merger (the "Transaction").
As a result of the merger, each share of ZD common stock (NYSE:
ZD) will convert into 0.3397 shares of CNET common stock and each share of ZDNET
common stock (NYSE: ZDZ) will convert into 0.5932 shares of CNET common stock.
Consummation of the Transaction is subject to various conditions,
including the approval of the shareholders of Z-D and CNET and the receipt of
required regulatory approvals. In connection with the execution of the Merger
Agreement, Shelby Minor (the "Stockholder") entered into a voting agreement,
pursuant to which the Stockholder has agreed to vote for approval of the
Transaction.
The Voting Agreement (as defined below), is incorporated herein
by reference into this Item 4, and the foregoing description of such document
and the transactions contemplated therein are qualified in their entirety by
reference to such exhibit.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Statement on Schedule 13D, as amended, to which
this amendment relates (the "Schedule 13D"), filed pursuant to Rule 13d-1 of the
Rules and Regulations under the Securities
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Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the
common shares, $.0001 par value (the "Shares") of CNET Networks, Inc., is hereby
supplemented as follows:
(a) Mr. Bonnie beneficially owns 10,123,284 Shares (which
includes 29,740 Shares held by a trust of which Mr. Bonnie is a beneficiary),
which represents approximately 11.9% of the outstanding Shares. In addition, Mr.
Bonnie serves as a trustee for a trust for the benefit of Mr. Halsey M. Minor's
descendants, which owns 332,000 shares. Mr. Bonnie disclaims beneficial
ownership of the 332,000 shares held by the trust and such shares are not
included in the aggregate amount beneficially reported by Mr. Bonnie.
(b) Mr. Bonnie has sole voting and dispositive power with respect
to 10,123,284 shares of the common stock he beneficially owns.
(c) See Schedule I (attached hereto and incorporated herein by
reference).
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Item 6 of the Schedule 13D is hereby supplemented as follows:
Concurrently with the execution of the Merger Agreement,
Ziff-Davis Inc. and Shelby Bonnie entered into a Voting Agreement, dated as of
July 19, 2000 (the "Voting Agreement"). Pursuant to the Voting Agreement, Mr.
Bonnie has agreed, among other things, to vote all the outstanding common shares
of CNET owned by Mr. Bonnie in favor of the Transaction. In addition, Mr. Bonnie
has agreed not to sell, transfer, pledge, encumber, assign or otherwise dispose
of CNET common stock owned by Mr. Bonnie at any time prior to the earlier of the
termination of the Merger Agreement and the effective time of the Transaction,
subject to limited exceptions.
As an inducement for CNET to enter into the Merger Agreement,
CNET, Softbank America Inc., the holder of at least a majority of the issued and
outstanding shares of ZD common stock ("Softbank") and Softbank Corp. entered
into a stockholder agreement. Pursuant to the stockholder agreement, CNET will
appoint to its board of directors one nominee of Softbank. In connection with
the execution of the Merger Agreement and the stockholder agreement, Mr. Bonnie
agreed that, for so long as Softbank is entitled to nominate a director of CNET,
he will vote his shares of CNET common stock in favor of Softbank's designee.
To the best knowledge of the undersigned, there are no other
contracts, arrangements, understandings or relationships (legal or otherwise)
between the person named in Item 2 and any person with respect to any securities
of the Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option agreement, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
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Item 7. Material to be Filed as Exhibits.
Exhibits:
(1) Voting Agreement dated as of July 19, 2000 between Ziff-Davis and
Shelby Bonnie (incorporated by reference to Exhibit 99.4 to
CNET's Current Report on Form 8-K dated July 21, 2000).
(2) Side Letter Agreement, dated as of July 19, 2000, between
Softbank America Inc. and Shelby Bonnie.
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Signatures
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
DATED: July 31, 2000
Shelby Bonnie
by: /s/ Shelby Bonnie
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Shelby Bonnie
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EXHIBIT INDEX
(1) Voting Agreement dated as of July 19, 2000 between Ziff-Davis and Shelby
Bonnie (incorporated by reference to Exhibit 99.4 to CNET's Current Report
on Form 8-K dated July 21, 2000).
(2) Side Letter Agreement, dated as of July 19, 2000, between Softbank America
Inc. and Shelby Bonnie.
PAGE 7 of 8 PAGES
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Schedule I
Mr. Bonnie has acquired or disposed of beneficial ownership with respect to the
following CNET common stock since the filing of his original Schedule 13D:
<TABLE>
<CAPTION>
------------------------ ---------------------------- -------------------- ------------------------
Date of Transaction Type of Transaction Amount of Securities Price Per Share/Exercise
Price
------------------------ ---------------------------- -------------------- ------------------------
<S> <C> <C> <C>
July 29, 1998 Sale 15,000 $56.00
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July 30, 1998 Sale 60,000 $54.00
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November 3, 1998 Sale 10,000 $40.875
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November 4, 1998 Sale 36,000 $40.5694
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November 5, 1998 Sale 29,000 $40.8664
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February 16, 1999 Sale 20,000 $122.4650
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February 17, 1999 Sale 16,200 $121.4956
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February 18, 1999 Sale 1,500 $124.5625
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February 19, 1999 Sale 12,300 $110.5254
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April 28, 1999 Stock Option - Right to Buy 400,000 $58.6875
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May 11, 1999 Sale 68,000 $129.8787
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May 13, 1999 Sale 29,000 $124.2414
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May 14, 1999 Sale 2,000 $117.00
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May 17, 1999 Sale 11,000 $121.5192
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November 8, 1999 Sale 200,000 $49.3459
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February 17, 2000 Sale 200,000 $63.3344
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</TABLE>
* Price per share/Exercise price and number of shares are not adjusted for two
2-for-1 stock splits effected on March 8, 1999 and May 28, 1999
PAGE 8 of 8 PAGES
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July 19, 2000
Softbank America Inc.
10 Langley Road, Suite 403
Newton Center, MA 02459
Ladies and Gentlemen:
Reference is made to (i) the Stockholder Agreement, dated as of July 19, 2000
(the "Stockholder Agreement"), among CNET Networks, Inc. ("Cnet"), Softbank
America Inc. ("Softbank") and Softbank Corp. and (ii) the Agreement and Plan of
Merger, dated as of July 19, 2000 (the "Merger Agreement"), among Ziff-Davis
Inc., CNET Networks, Inc., and TD Merger Sub, Inc.
The undersigned hereby agrees that, from the Effective Time (as defined in the
Merger Agreement) until such time as Softbank is no longer entitled to nominate
directors pursuant to Section 2.1 of the Stockholder Agreement, it shall vote
its shares of Voting Stock (as defined in the Stockholder Agreement) of Cnet in
favor of the Designee (as defined in the Stockholder Agreement) of Softbank in
each election of directors of Cnet at which a Designee is nominated for
election.
This agreement shall become effective at the Effective Time. If the Merger
Agreement is terminated prior to the Effective Time then this agreement shall
automatically terminate and be of no further force and effect upon termination
of the Merger Agreement.
This agreement shall be governed by and construed in accordance with the laws of
the State of Delaware applicable to contracts executed and performed entirely
within such state.
Very truly yours,
/s/ Shelby Bonnie
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Shelby Bonnie
Acknowledged and Agreed:
SOFTBANK AMERICA INC.
/s/ Ronald D. Fisher
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