<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
WebMD Corporation
------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.0001 per share
------------------------------------------
(Title of Class of Securities)
422209106
---------
(CUSIP Number)
Arthur M. Siskind, Esq.
The News Corporation Limited
1211 Avenue of the Americas
New York, New York 10036
(212) 852-7000
------------------
With copies to:
Jeffrey W. Rubin, Esq.
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176
(212) 661-6500
(Name Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 29, 2000
------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box.
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 24 pages)
___________________________
*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 the
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 Name of Reporting Persons/I.R.S. Identification Nos. of Above Persons
The News Corporation Limited
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a) []
(b) []
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds
WC, OO
--------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) []
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
South Australia, Australia
--------------------------------------------------------------------------------
Number of
Shares 7 Sole Voting Power
Beneficially 23,282,645/1/
Owned by ------------------------------------------------------------
Each
Reporting 8 Shared Voting Power
Person with -0-
------------------------------------------------------------
9 Sole Dispositive Power
23,282,645/1/
------------------------------------------------------------
10 Shared Dispositive Power
-0-
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
23,282,645/1/
--------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares []
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
6.1%/2/
--------------------------------------------------------------------------------
14 Type of Reporting Person
CO
--------------------------------------------------------------------------------
/1/ Consists of 2,000,000 shares of Common Stock, par value $.0001 per share
("Common Stock"), of Healtheon/WebMD Corporation ("Healtheon/WebMD") issued
pursuant to the Purchase Agreement (as hereinafter defined) and 21,282,645
shares of Common Stock into which 155,951 shares of Series A Payment-in-Kind
Preferred Stock, par value $.0001 per share ("Series A Preferred Stock") issued
pursuant to the Purchase Agreement are convertible.
/2/ Calculated based on (i) 360,722,004 shares of Common Stock outstanding on
November 7, 2000, and (ii) 21,282,645 shares of Common Stock deemed to be
outstanding into which 155,951 shares of Series A Preferred Stock issued
pursuant to the Purchase Agreement are convertible.
-2-
<PAGE>
- ------------------------------------------------------------------------------
1 Name of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Persons
News America Incorporated/13-3249610
- ------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a) []
(b) []
- ------------------------------------------------------------------------------
3 SEC Use Only
- ------------------------------------------------------------------------------
4 Source of Funds
WC, OO
- ------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) []
- ------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware, U.S.A.
- ------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares 23,282,645/1/
Beneficially --------------------------------------------------
Owned by
Each 8 Shared Voting Power
Reporting -0-
Person with --------------------------------------------------
9 Sole Dispositive Power
23,282,645/1/
--------------------------------------------------
10 Shared Dispositive Power
-0-
- ------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
23,282,645/1/
- ------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares []
- ------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
6.1%/2/
- ------------------------------------------------------------------------------
14 Type of Reporting Person
CO
- ------------------------------------------------------------------------------
/1/ Consists of 2,000,000 shares of Common Stock issued pursuant to the Purchase
Agreement and 21,282,645 shares of Common Stock into which 155,951 shares of
Series A Preferred Stock issued pursuant to the Purchase Agreement are
convertible.
/2/ Calculated based on (i) 360,722,004 shares of Common Stock outstanding on
November 7, 2000, and (ii) 21,282,645 shares of Common Stock deemed to be
outstanding into which 155,951 shares of Series A Preferred Stock issued
pursuant to the Purchase Agreement are convertible.
-3-
<PAGE>
- ------------------------------------------------------------------------------
1 Name of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Persons
K. Rupert Murdoch
- ------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a) []
(b) []
- ------------------------------------------------------------------------------
3 SEC Use Only
- ------------------------------------------------------------------------------
4 Source of Funds
OO
- ------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) []
- ------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
- ------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares 23,282,645/1/
Beneficially --------------------------------------------------
Owned by
Each 8 Shared Voting Power
Reporting -0-
Person with --------------------------------------------------
9 Sole Dispositive Power
23,282,645/1/
--------------------------------------------------
10 Shared Dispositive Power
-0-
- ------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
23,282,645/1/
- ------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares []
- ------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
6.1%/2/
- ------------------------------------------------------------------------------
14 Type of Reporting Person
IN
- ------------------------------------------------------------------------------
/1/ Consists of 2,000,000 shares of Common Stock issued pursuant to the Purchase
Agreement and 21,282,645 shares of Common Stock into which 155,951 shares of
Series A Preferred Stock issued pursuant to the Purchase Agreement are
convertible.
/2/ Calculated based on (i) 360,722,004 shares of Common Stock outstanding on
November 7, 2000, and (ii) 21,282,645 shares of Common Stock deemed to be
outstanding into which 155,951 shares of Series A Preferred Stock issued
pursuant to the Purchase Agreement are convertible.
-4-
<PAGE>
- ------------------------------------------------------------------------------
1 Name of Reporting Persons/I.R.S. Identification Nos. of Above Persons
Fox Entertainment Group, Inc.
- ------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a) []
(b) []
- ------------------------------------------------------------------------------
3 SEC Use Only
- ------------------------------------------------------------------------------
4 Source of Funds
OO
- ------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) []
- ------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware, U.S.A.
- ------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares 14,400,049/1/
Beneficially --------------------------------------------------
Owned by
Each 8 Shared Voting Power
Reporting -0-
Person with --------------------------------------------------
9 Sole Dispositive Power
14,400,049/1/
--------------------------------------------------
10 Shared Dispositive Power
-0-
- ------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
14,400,049/1/
- ------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares []
- ------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
3.8%/2/
- ------------------------------------------------------------------------------
14 Type of Reporting Person
CO
- ------------------------------------------------------------------------------
/1/ Consists of 14,400,049 shares of Common Stock into which 101,850 shares of
Series A Preferred Stock issued pursuant to the Purchase Agreement are
convertible.
/2/ Calculated based on (i) 360,722,004 shares of Common Stock outstanding on
November 7, 2000, and (ii) 21,282,645 shares of Common Stock deemed to be
outstanding into which 155,951 shares of Series A Preferred Stock issued
pursuant to the Purchase Agreement are convertible.
-5-
<PAGE>
- ------------------------------------------------------------------------------
1 Name of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Persons
Fox Broadcasting Company
- ------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a) []
(b) []
- ------------------------------------------------------------------------------
3 SEC Use Only
- ------------------------------------------------------------------------------
4 Source of Funds
OO
- ------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) []
- ------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware, U.S.A.
- ------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares 9,176,794/1/
Beneficially --------------------------------------------------
Owned by
Each 8 Shared Voting Power
Reporting -0-
Person with -------------------------------------------------
9 Sole Dispositive Power
9,176,794/1/
-------------------------------------------------
10 Shared Dispositive Power
-0-
- ------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,176,794/1/
- ------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[]
- ------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
2.4%/2/
- ------------------------------------------------------------------------------
14 Type of Reporting Person
CO
- ------------------------------------------------------------------------------
/1/ Consists of 9,176,794 shares of Common Stock into which 72,135 shares of
Series A Preferred Stock issued pursuant to the Purchase Agreement are
convertible.
/2/ Calculated based on (i) 360,722,004 shares of Common Stock outstanding on
November 7, 2000, and (ii) 21,282,645 shares of Common Stock deemed to be
outstanding into which 155,951 shares of Series A Preferred Stock issued
pursuant to the Purchase Agreement are convertible.
-6-
<PAGE>
- ------------------------------------------------------------------------------
1 Name of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Persons
AHN/FIT Cable, LLC
- ------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a) []
(b) []
- ------------------------------------------------------------------------------
3 SEC Use Only
- ------------------------------------------------------------------------------
4 Source of Funds
OO
- ------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) []
- ------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware, U.S.A.
- ------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares 5,014,320/1/
Beneficially -------------------------------------------------
Owned by
Each 8 Shared Voting Power
Reporting -0-
Person with -------------------------------------------------
9 Sole Dispositive Power
5,014,320/1/
-------------------------------------------------
10 Shared Dispositive Power
-0-
- ------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,014,320/1/
- ------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares []
- ------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
1.3%/2/
- ------------------------------------------------------------------------------
14 Type of Reporting Person
OO
- ------------------------------------------------------------------------------
/1/ Consists of 5,014,320 shares of Common Stock into which 28,526 shares of
Series A Preferred Stock issued pursuant to the Purchase Agreement are
convertible.
/2/ Calculated based on (i) 360,722,004 shares of Common Stock outstanding on
November 7, 2000, and (ii) 21,282,645 shares of Common Stock deemed to be
outstanding into which 155,951 shares of Series A Preferred Stock issued
pursuant to the Purchase Agreement are convertible.
-7-
<PAGE>
- ------------------------------------------------------------------------------
1 Name of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
Persons
AHN/FIT Internet, LLC
- ------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(a) []
(b) []
- ------------------------------------------------------------------------------
3 SEC Use Only
- ------------------------------------------------------------------------------
4 Source of Funds
OO
- ------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e) []
- ------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware, U.S.A.
- ------------------------------------------------------------------------------
Number of 7 Sole Voting Power
Shares 208,935/1/
Beneficially -------------------------------------------------
Owned by
Each 8 Shared Voting Power
Reporting -0-
Person with -------------------------------------------------
9 Sole Dispositive Power
208,935/1/
-------------------------------------------------
10 Shared Dispositive Power
-0-
- ------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
208,935/1/
- ------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares []
- ------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
0.05%/2/
- ------------------------------------------------------------------------------
14 Type of Reporting Person
OO
- ------------------------------------------------------------------------------
/1/ Consists of 208,935 shares of Common Stock into which 1,189 shares of Series
A Preferred Stock issued pursuant to the Purchase Agreement are convertible.
/2/ Calculated based on (i) 360,722,004 shares of Common Stock outstanding on
November 7, 2000, and (ii) 21,282,645 shares of Common Stock deemed to be
outstanding into which 155,951 shares of Series A Preferred Stock issued
pursuant to the Purchase Agreement are convertible.
-8-
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Pursuant to Section 13(d) of the Securities Exchange Act of 1934
in respect of
WEBMD CORPORATION
This Amendment No. 1 (this "Amendment") to the Statement on Schedule 13D
(the "Statement") relates to the Common Stock, par value $.0001 per share (the
"Common Stock"), of WebMD Corporation, a Delaware corporation, formerly known as
Healtheon/WebMD Corporation (the "Issuer" or "WebMD"). This Amendment amends and
supplements the Statement originally filed on February 4, 2000, with the
Securities and Exchange Commission by The News Corporation Limited ("News
Corporation"), News America Incorporated ("NAI"), K. Rupert Murdoch, Fox
Entertainment Group, Inc. ("FEG"), Fox Broadcasting Company ("FBC"), AHN/FIT
Cable, LLC ("AHN/FIT Cable") and AHN/FIT Internet, LLC ("AHN/FIT Internet" and
collectively with News Corporation, NAI, Mr. Murdoch, FEG, FBC, AHN/FIT Cable
and AHN/FIT Internet, the "Reporting Persons"). Unless otherwise defined herein,
capitalized terms used herein shall have the meanings ascribed thereto in the
Statement.
Item 4. Purpose of Transaction.
Item 4 is amended and restated to read in its entirety as follows:
The Reporting Persons acquired beneficial ownership of the securities for
the purpose of investment. Pursuant to the Series A Certificate of Designations,
the Reporting Persons may not transfer their interest in the Series A Preferred
Stock, or in the Common Stock which they acquire upon conversion of the Series A
Preferred Stock, except to controlled affiliates, until the third anniversary of
the transaction date, or earlier under certain circumstances.
On December 29, 2000, News Corporation and WebMD, for themselves and on
behalf of certain of their respective affiliates, entered into a letter
agreement (the "Letter Agreement") whereby the parties agreed, subject to
certain conditions, to restructure their strategic relationship. Upon the
consummation of the transactions contemplated by the Letter Agreement, among
other things, (i) NAI, FBC, AHN/FIT Cable and AHN/FIT Internet will reconvey to
WebMD the shares of Series A Preferred Stock held by them, and (ii) WebMD will
issue to News Corporation, or its designee, a warrant (the "Warrant") for the
purchase of up to 3,000,000 shares of Common Stock. The Letter Agreement
contemplates that News Corporation and WebMD, or their respective affiliates,
will enter into various definitive agreements with respect to the transactions
contemplated thereby.
-9-
<PAGE>
Subject to the Letter Agreement, the Purchase Agreement and the other
agreements referenced in Item 6 below, the Reporting Persons intend to
continuously review their investment in WebMD, and may in the future determine
to (i) acquire additional securities of WebMD through open market purchases,
private agreements or otherwise, (ii) dispose of all or a portion of the
securities of WebMD owned by them or (iii) take any other available course of
action, which could involve one or more of the types of transactions or have one
or more of the types of transactions or have one or more of the results
described in the last paragraph of this Item 4 or (iv) otherwise change their
investment intent. Notwithstanding anything contained herein, the Reporting
Persons specifically reserve the right to change their intentions with respect
to any or all of such matters. In reaching any decision as to their course of
action (as well as to the specific elements thereof), the Reporting Persons
currently expect that they would take into consideration a variety of factors,
including, but not limited to, WebMD's financial condition, business, operations
and prospects, other developments concerning WebMD and the Internet business
generally, other business opportunities available to the Reporting Persons,
other developments with respect to the business of the Reporting Persons,
general economic conditions and money and stock market conditions, including the
market price of the securities of WebMD. See Item 6.
Other than as described herein, none of the Reporting Persons have any
present plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of WebMD or the disposition
of securities of WebMD; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving WebMD or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of WebMD or
any of its subsidiaries; (d) any change in the Board of Directors or management
of WebMD, including any plans or proposals to change the number or terms of
directors or to fill any existing vacancies on the Board of Directors of WebMD;
(e) any material change in the present capitalization or dividend policy of
WebMD; (f) any other material change in WebMD's business or corporate structure;
(g) changes in WebMD's charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of WebMD by any
person; (h) a class of securities of WebMD being delisted from a national
securities exchange or ceasing to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) a class of
equity securities of WebMD becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"); or (j) any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and restated to read in its entirety as follows:
The Shares are currently held by the Reporting Persons as follows: (a) News
Corporation is the beneficial owner of an aggregate of 23,282,645 shares of
Common Stock, representing a 6.1% interest in WebMD, consisting of (i) 2,000,000
shares of Common Stock and 6,882,596 shares of Common Stock issuable upon the
conversion of 50,433 shares of Series A Preferred Stock held by NAI (the "NAI
Shares"), (ii) 9,176,794 shares of Common Stock issuable upon the conversion of
67,244 shares of Series A Preferred Stock held by FBC (the "FBC Shares"), (iii)
5,014,320 shares of Common Stock issuable upon the conversion of 36,743 shares
of Series A Preferred Stock held by AHN/FIT Cable (the "AHN/FIT Cable Shares")
and (iv) 208,935 shares of Common Stock issuable upon the conversion of 1,531
shares of Series A Preferred Stock held by AHN/FIT Internet (the "AHN/FIT
Internet Shares"); (b) Mr. Murdoch may be deemed the beneficial owner of an
aggregate of 23,282,645 shares of Common Stock of WebMD,
-10-
<PAGE>
representing a 6.1% interest in WebMD, consisting of the NAI Shares, the FBC
Shares, the AHN/FIT Cable Shares and the AHN/FIT Internet Shares; (c) NAI is the
beneficial owner of an aggregate of 23,282,645 shares of Common Stock,
representing a 6.1% interest in WebMD, consisting of the NAI Shares, the FBC
Shares, the AHN/FIT Cable Shares and the AHN/FIT Internet Shares; (d) FEG is the
beneficial owner of an aggregate of 14,400,049 shares of Common Stock,
representing a 3.8% interest in WebMD, consisting of the FBC Shares, the AHN/FIT
Cable Shares and the AHN/FIT Internet Shares; (e) FBC is the beneficial owner of
an aggregate of 9,176,794 shares of Common Stock, representing a 2.4% interest
in WebMD, consisting of the FBC Shares; (f) AHN/FIT Cable is the beneficial
owner of an aggregate of 5,014,320 shares of Common Stock, representing a 1.3%
interest in WebMD, consisting of the AHN/FIT Cable Shares; and (g) AHN/FIT
Internet is the beneficial owner of an aggregate of 208,935 shares of Common
Stock, representing a 0.05% interest in WebMD, consisting of the AHN/FIT
Internet Shares. For purposes of computing the percentage of beneficial
ownership of the Reporting Persons, the total number of shares of Common Stock
considered to be outstanding is 382,004,649./1/
After the reconveyance of the Preferred Shares to WebMD and the issuance to
the News Corporation, or its designee, of the Warrant, the Reporting Persons
will, collectively, beneficially own an aggregate of 5,000,000 shares of Common
Stock, representing a 1.3% interest in WebMD, consisting of the 2,000,000 shares
of Common Stock held by NAI and the 3,000,000 shares of Common Stock underlying
the Warrant to be issued upon consummation of the transactions contemplated by
the Letter Agreement.
Other than as stated above, no transactions were effected by the Reporting
Persons in the Common Stock during the 60 days preceding the date hereof.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 is amended and restated to read in its entirety as follows:
The Series A Certificate of Designations prohibits the holders of the
Series A Preferred Stock from transferring such shares, or any securities which
such shares may be converted into until the first to occur of (i) one year after
the consummation of a change of control of WebMD, as determined pursuant to the
Series A Certificate of Designations, (ii) the liquidation, dissolution or
winding up, whether voluntary or involuntary, of WebMD or (iii) January 26,
2003.
According to the terms of the Amended and Restated Operating Agreement of
The Health Network LLC, within 45 days of the fifth anniversary of the Purchase
Agreement (i.e., January 26, 2005), AHN/FIT Cable has the right to put its 50%
member interest to the other 50% member, WebMD Cable Corporation, and WebMD
Cable Corporation has the right to call AHN/FIT Cable's 50% member interest
therein, in either case the consideration for the transfer of such interest
would be shares of common stock, up to 8,291,939 additional shares of Common
Stock of WebMD. This put and call provision will terminate upon the consummation
of the transactions contemplated by the Letter Agreement.
------------------------------
/1/ Calculated based on (i) 360,722,004 shares of Common Stock outstanding on
November 7, 2000, and 21,282,645 shares of Common Stock deemed to be outstanding
into which 155,951 shares of Series A Preferred Stock issued pursuant to the
Purchase Agreement are convertible.
-11-
<PAGE>
According to the terms of the Operating Agreement of WebMD International
LLC, IJV Holdings, Inc., a wholly-owned subsidiary of NAI, may, under certain
circumstances, have the right, after the fifth anniversary of the Purchase
Agreement (i.e., January 26, 2005) to put its 50% member interest to the other
50% member, HW International Holdings, Inc., a wholly-owned subsidiary of WebMD,
for 2,000,000 additional shares of Common Stock of WebMD. This put provision
will terminate upon the consummation of the transactions contemplated by the
Letter Agreement.
-12-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 8, 2001
THE NEWS CORPORATION LIMITED
By: /s/ Arthur M. Siskind
--------------------------------
Name: Arthur M. Siskind
Title: Executive Director
-13-
<PAGE>
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.
Dated: January 8, 2001
*
---------------------------------
K. Rupert Murdoch
* By: /s/ Arthur M. Siskind
____________________________
Arthur M. Siskind
Attorney-in-Fact
-14-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 8, 2001
NEWS AMERICA INCORPORATED
By: /s/ Lawrence A. Jacobs
---------------------------
Name: Lawrence A. Jacobs
Title: Senior Vice President
-15-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 8, 2001
FOX ENTERTAINMENT GROUP, INC.
By: /s/ Lawrence A. Jacobs
----------------------------
Name: Lawrence A. Jacobs
Title: Secretary
-16-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 8, 2001
FOX BROADCASTING COMPANY
By: /s/ Paul Haggerty
--------------------------------
Name: Paul Haggerty
Title: Executive Vice President
-17-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 8, 2001
AHN/FIT CABLE, LLC
By: /s/ Dan Fawcett
----------------------------------
Name: Dan Fawcett
Title: Executive Vice President
-18-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 8, 2001
AHN/FIT INTERNET, LLC
By: /s/ Dan Fawcett
----------------------------------
Name: Dan Fawcett
Title: Executive Vice President
-19-
<PAGE>
Schedule 1 is hereby amended and restated to read in its entirety as follows:
Schedule 1
----------
Directors, Executive Officers and Controlling Persons of the Reporting
Persons.
<TABLE>
<CAPTION>
Principal Business
or Organization in
Which Such
Employment is
Name Principal Occupation and Business Address Conducted
---- ----------------------------------------- ----------
<S> <C> <C>
K. Rupert Murdoch Chairman and Chief Executive of News Corporation; News Corporation
Director of News Publishing Australia Limited
("NPAL"); Director of News International, plc;
Director of News Limited; Director of News America
Incorporated ("NAI"); Director and Chairman of
SGN; Director of Satellite Television Asian Region
Limited ("STAR TV"); Director and Chairman of
British Sky Broadcasting Group plc ("BSkyB");
Director, Chairman and Chief Executive Officer of
Fox Entertainment Group, Inc. ("FEG"); Director of
Fox Family Worldwide, Inc. ("FFW"); Director of
Philip Morris Companies Inc. ("Phillip Morris")
1211 Avenue of the Americas
New York, New York 10036
Geoffrey C. Bible Non Executive Director of News Corporation; Philip Morris
Chairman and Chief Executive Officer of Philip
Morris; Director of New York Stock Exchange, Inc.
120 Park Avenue
New York, New York 10017
Chase Carey Executive Director and Co-Chief Operating Officer News Corporation
of News Corporation; Director, President and Chief
Operating Officer of NAI; Director and Co-Chief
Operating Officer of FEG; Chairman and Chief
Executive Officer of Fox Television; Director,
President and Chief Executive Officer of SGN;
Director of STAR TV; Director of NDS Group plc
</TABLE>
-20-
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
("NDS") Director of FFW; Director of Gemstar;
Director of Gateway, Inc.; Director of Colgate
University.
1211 Avenue of the Americas
New York, New York 10036
Paul Carlucci Chairman and Chief Executive Officer of News NAI
America Marketing Group; Director of NAI
1211 Avenue of the Americas
New York, NY 10036
Gareth C.C. Chang Executive Director of News Corporation; Executive STAR TV
Chairman of STAR TV; Director of Apple Computers
Inc.
8th Floor, One Harbourfront
18 Tak Fung Street
Hungham, Kanlan, Hong Kong
Peter Chernin Executive Director, President and Chief Operating News Corporation
Officer of News Corporation; Director, Chairman
and Chief Executive Officer of NAI; Director,
President and Chief Operating Officer of FEG;
Director of SGN; Director of Tickets.com, Inc.;
Director of E*TRADE Group, Inc.
10201 West Pico Boulevard
Los Angeles, CA 90035
Kenneth E. Cowley/1/ Non Executive Director of News Corporation; News Corporation
Executive Director of Ansett Australia Holdings
Limited; Director of Commonwealth Bank of
Australia.
2 Holt Street
Sydney, New South Wales 2010
Australia
Christos Costakos Director of FEG; President, Chief Executive E*TRADE
Officer and a Director of E*TRADE; Director of
several technology companies, including Digital
Island, Inc., Critical Path Software Incorporated
and PlanetRx.com, Inc.
4500 Bohannon Drive
Menlo Park, California 94025
</TABLE>
------------------------------------
/1/ Citizen of Australia
-21-
<PAGE>
<TABLE>
<S> <C> <C>
David F. DeVoe Executive Director, Senior Executive Vice News Corporation
President and Chief Financial Officer and Finance
Director of News Corporation; Director and Senior
Executive Vice President of NAI; Director, Senior
Executive Vice President and Chief Financial
Officer of FEG; Director of STAR TV; Director of
BSkyB; Director and Acting Chief Financial Officer
of SGN; Director of NDS.
1211 Avenue of the Americas
New York, New York 10036
Anthea Disney Executive Vice President of News Corporation; News
Chairman and Chief Executive Officer of News
America Publishing Group; Director of NAI;
Director of CIT Group
1211 Avenue of the Americas
New York, NY 10036
Roderick I. Eddington/2/ Non Executive Director of News Corporation; Chief British Airways
Executive of British Airways plc ("British
Airways")
c/o 2 Holt Street
Sydney, New South Wales 2010
Australia
Aatos Erkko/3/ Non Executive Director of News Corporation; Sanoma
Chairman of Sanoma WSOY Group ("Sanoma"), a
privately owned media company in Finland.
P.O. Box 144
SF00101 Helsinki, Finland
Andrew S.B. Knight/4/ Non Executive Director of News Corporation; News Corporation
c/o News International plc
1 Virginia Street
London E1 9XN England
</TABLE>
-----------------------------------
/2/ Citizen of Australia
/3/ Citizen of Finland
/4/ Citizen of United Kingdom
-22-
<PAGE>
<TABLE>
<S> <C> <C>
Graham J. Kraehe/5/ Non Executive Director of News Corporation; Southcorp Limited
Managing Director and Chief Executive Officer of
Southcorp Limited; Non Executive Director of
National Australia Bank Limited; Director of the
Business Council of Australia; President of the
German-Australian Chamber of Industry & Commerce;
Non Executive Director of Brambles Industries
Limited.
Level 5
469 La Trobe Street
Melbourne, Victoria 3000
Australia
James R. Murdoch Executive Vice President of News Corporation; STAR TV
Director of SGN; Director, Chairman and Chief
Executive Officer of STAR TV; Director of NDS;
Director of YankeeNets L.L.C.; Chairman of Rawkus
Entertainment LLP;
8th Floor, One Harbourfront
18 Tak Fung Street
Hunghom, Kowloon, Hong Kong
Lachlan K. Murdoch Executive Director, Senior Executive Vice News Corporation
President and Deputy Chief Operating Officer of
News Corporation; Chairman and Director of
Queensland Press Limited; Director, Chairman, and
Chief Executive of News Limited; Director of NAI;
Director of SGN; Deputy Chairman of STAR TV;
Director of Beijing PDN Xinren Information
Technology Company Ltd; Director of One.tel
Limited; Director of FOXTEL Management Pty Ltd.;
Director of OmniSky Corporation
1211 Avenue of the Americas
New York, New York 10036
</TABLE>
------------------------------------
/5/ Citizen of Australia
-23-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Thomas J. Perkins Non Executive Director of News Corporation; Senior Kleiner Perkins
Partner at Kleiner Perkins Caufield & Byers
("Kleiner Perkins"); Director of Compaq Computer
Corporation;
4 Embarcadero Center
Suite 3520
San Francisco, CA 94111
Bert C. Roberts, Jr. Non Executive Director of News Corporation; MCI
Chairman of MCI Worldcom, Inc. ("MCI");
1801 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
Jeff Shell President and Chief Executive Officer of Fox Cable Fox Television
Networks; Chief Executive Officer of Fox Sports
Networks; President and Chief Executive Officer of
AHN/FIT Cable, LLC; President and Chief Executive
Officer of AHN/FIT Internet, LLC
1440 S. Sepulveda Boulevard
Los Angeles, California 90025
Stanley S. Shuman Non Executive Director of News Corporation; Allen & Company
Executive Vice President and Managing Director of
Allen & Company Incorporated ("Allen & Company");
Director of NAI; Director of Bayou Steel
Corporation; Director of Six Flags, Inc.; Director
of Western Multiplex Corporation;
711 Fifth Avenue
New York, New York 10176
Arthur M. Siskind Executive Director, Senior Executive Vice News Corporation
President and Group General Counsel of News
Corporation; Director of BSkyB; Director and
Senior Executive Vice President of NAI; Director,
Senior Executive Vice President and General
Counsel of FEG; Director of STAR TV; Director and
Senior Executive Vice President of SGN; Director
of NDS
1211 Avenue of the Americas
New York, New York 10036
</TABLE>
-24-
<PAGE>
Laura D'Andrea Tyson Director of FEG; Director of Eastman Kodak
Company, Exodus Communications, Inc., Human Genome
Sciences, Inc., Morgan Stanley Dean Witter & Co.,
SBC Communications, Inc. and VIASense, Inc.
c/o Haas School of Business
University of California, Berkeley
545 Student Services Building
Berkeley, California
-25-
