As filed with the Securities and Exchange Commission on July 20, 1999
SECURTIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT
Date of report (Date of earliest event reported) July 14, 1999
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Ziff-Davis Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-19676 13-3987754
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(Commission File Number) (IRS Employer Identification No.)
28 E. 28th Street, New York, New York 10016
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(Address of Principal Executive Offices) (Zip Code)
(212) 503-3500
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(Registrant's Telephone Number, Including Area Code)
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Former Name or Former Address if Changed Since Last Report)
Exhibit Index on Page 4
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ITEM 5. OTHER EVENTS
On July 14, 1999, Ziff-Davis Inc. issued a press release in the form attached as
Exhibit 99.1, which is incorporated herein by reference.
ITEM 7. EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) See "Index to Exhibits" on page 4.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Ziff-Davis Inc.
/s/ Timothy C. O'Brien
Dated: July 20, 1999 By:
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Timothy C. O'Brien
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
99.1 Ziff-Davis Inc. press release dated July 14, 1999.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT: Media: Investors:
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Charlotte Rush Robert Borchert
SVP - Corporate Marketing Director - Investor Relations
212-503-5468 212-503-3505
[email protected] [email protected]
Glynnis Woolridge
Director - Public Relations
212-503-5477
[email protected]
ZIFF-DAVIS TO EXPLORE STRATEGIC ALTERNATIVES TO MAXIMIZE SHAREHOLDER VALUE
NEW YORK, NY -- July 14, 1999 - Ziff-Davis Inc.(NYSE:ZD and ZDZ) announced that
it has retained the investment banking firm of Morgan Stanley Dean Witter to
explore strategic alternatives to maximize shareholder value. Ziff-Davis expects
to investigate a wide range of possible alternatives, including strategic
alliances, mergers, and the sale or joint venture of all or some of the
company's businesses. No particular strategic alternative has been embraced by
the Company's Board of Directors and no assurance can be given that any
transaction will result from the exploration process that Morgan Stanley Dean
Witter has been retained to manage.
"Ziff-Davis is a world-class business and the leader in technology media," said
Masayoshi Son, President and CEO of Softbank Corp., the majority shareholder in
Ziff-Davis. "Because Softbank has revised its strategy to focus on companies
that operate totally on the Internet platform, we are evaluating a number of our
investments. In the case of Ziff-Davis, we support the decision of its Board to
explore all options for maximizing shareholder value."
Ziff-Davis produces some of the world's leading technology brands including:
PCMagazine, PC Computing, Yahoo! Internet Life, PC Week, Inter@ctive Week,
Family PC, Sm@rt Reseller, Official Sony Playstation, COMDEX, JavaOne, Networld
+ Interop, Seybold Seminars, Windows World, ZDMarket Intelligence, ZDNet, ZDTV,
and ZDU. In May, Ziff-Davis announced that it retained Morgan Stanley Dean
Witter to explore strategic alternatives for ZDMarket Intelligence, an effort
that is proceeding as planned.
"Given Softbank's decision to focus on companies that operate totally on the
Internet platform, we have an obligation to our shareholders, our customers and
our employees to consider all alternatives to our current ownership structure,"
added Eric Hippeau, Chairman and CEO of Ziff-Davis. "We continue to believe our
integrated media platforms offer our customers unique benefits. At the same
time, we are open to the possibility that different partners and buyers may both
maximize shareholder value and offer parts of our company the opportunity to
grow faster if allied with similar businesses. In any event, we intend to choose
a course that benefits all our stakeholders."
ABOUT ZIFF-DAVIS
Ziff-Davis Inc. is a leading integrated media and marketing company focused on
computing and Internet-related technology, with principal platforms in print
publishing, trade shows and conferences, online content, television, market
research and education. Ziff-Davis provides global technology companies with
marketing strategies for reaching key decision-makers. Ziff-Davis has two series
of common stock, one which is intended to track the performance of its Internet
business ZDNet (NYSE: ZDZ), and one which is intended to track the performance
of the ZD Group (NYSE: ZD), which includes print publishing, trade shows and
conferences, education, market research and television businesses and an 83%
retained interest in ZDNet.
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This release contains forward-looking statements that are subject to risks and
uncertainties. Although Ziff-Davis Inc. believes that the expectations reflected
in its forward-looking statements are reasonable, actual results could differ
materially from those expectations. Important cautionary statements and risk
factors that would affect actual results are discussed in materials filed by
Ziff-Davis Inc. with the Securities and Exchange Commission, including under the
caption "Risk Factors" in the Registration Statement on Form S-1 which became
effective March 30, 1999. Holders of ZD Stock and ZDNet Stock are common
stockholders of Ziff-Davis Inc. and are subject to the risks associated with an
investment in Ziff-Davis Inc. and all of its businesses, assets and liabilities.
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