UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13D-1(A) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. 1)
Ziff-Davis Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
989511-10-0
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(CUSIP Number)
RONALD D. FISHER STEPHEN A. GRANT, ESQ.
SOFTBANK HOLDINGS INC. SULLIVAN & CROMWELL
10 LANGLEY ROAD, SUITE 403 125 BROAD STREET
NEWTON CENTER, MA 02159 NEW YORK, NY 10004
(617) 928-9300 (212) 558-4000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 5, 1999
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(Date of Event which Requires Filing of this Statement)
(Page 1 of 10 Pages)
If a 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 Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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).
(continued on following pages)
<PAGE>
CUSIP NO. 989511-10-0 13D PAGE 2 OF 10 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SOFTBANK America Inc.
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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
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
71,619,355
SHARES
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 71,619,355
REPORTING --------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
71,619,355
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.6%
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14 TYPE OF REPORTING PERSON
HC, CO
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<PAGE>
CUSIP NO. 989511-10-0 13D PAGE 3 OF 10 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SOFTBANK Holdings Inc.
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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
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
71,620,000
SHARES
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 71,620,000
REPORTING --------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
71,620,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.6%
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14 TYPE OF REPORTING PERSON
HC, CO
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<PAGE>
CUSIP NO. 989511-10-0 13D PAGE 4 OF 10 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SOFTBANK Kingston Inc.
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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
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
645
SHARES
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 645
REPORTING --------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
645
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.001%
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14 TYPE OF REPORTING PERSON
HC, CO
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<PAGE>
CUSIP NO. 989511-10-0 13D PAGE 5 OF 10 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SOFTBANK Corp.
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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
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
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NUMBER OF 7 SOLE VOTING POWER
71,620,000
SHARES
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 71,620,000
REPORTING --------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
71,620,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.6%
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14 TYPE OF REPORTING PERSON
HC, CO
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<PAGE>
CUSIP NO. 989511-10-0 13D PAGE 6 OF 10 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Masayoshi Son
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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
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
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NUMBER OF 7 SOLE VOTING POWER
71,620,000
SHARES
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 71,620,000
REPORTING --------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
71,620,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.6%
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
CUSIP NO. 989511-10-0 PAGE 7 OF 10 PAGES
SB America, SBH, SKI, Softbank and Masayoshi Son hereby amend and
supplement the statement on Schedule 13D originally filed by the Reporting
Persons on January 11, 1999, with respect to the Common Stock of the Issuer.
Item 4. Purpose of the Transaction.
--------------------------
Item 4 is hereby amended and supplemented by incorporation of the
following:
On March 5, 1999, SKI sold 500,000 shares of Common Stock to a third
party in a private placement transaction with Goldman, Sachs & Co., as placement
agent. SKI received net proceeds of $14.875 per share, after payment of
placement agent fees, for aggregate net proceeds of $7,437,500.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 is hereby amended and restated as follows:
(a) The percentage interest held by each Reporting Person presented
below is based on the number of shares of Common Stock reported to be
outstanding as of March 1, 1999 in the Issuer's Schedule 14A filed with the
Securities and Exchange Commission on March 2, 1999 (the "Outstanding Shares").
As of the date of the filing of this statement, SB America beneficially
owns and SBH, Softbank and Mr. Son may be deemed to beneficially own through SB
America, 71,619,355 shares of Common Stock, representing approximately 71.6% of
the shares of Common Stock reported to be outstanding as of March 1, 1999 (the
"Outstanding Shares").
SKI beneficially owns and Softbank and Mr. Son may be deemed to
beneficially own, 645 shares, representing approximately 0.001% of the
Outstanding Shares.
Softbank and Mr. Son may be deemed to beneficially own through SB
America, SBH and SKI 71,620,000 shares, representing approximately 71.6% of the
Outstanding Shares.
Eric Hippeau, Director of Softbank, owns 10,000 shares of Common Stock
directly and may be deemed to own 100 shares of Common Stock indirectly. Ronald
D. Fisher, Vice Chairman and Director of SB America, Vice Chairman of SBH and
Director of Softbank, may be deemed to beneficially own 5,000 shares of Common
Stock
<PAGE>
CUSIP NO. 989511-10-0 PAGE 8 OF 10 PAGES
indirectly. Thomas L. Wright, Vice President and Treasurer of SBH, owns 7,500
shares of Common Stock directly.
Except as described in this Schedule 13D, none of the Reporting
Persons, nor, to the best knowledge and belief of SB America, Softbank or SKI,
any of their respective executive officers or directors, beneficially owns any
Common Stock or securities convertible into Common Stock.
(b) Each Reporting Person shares the power to vote or direct the vote
and dispose or direct the disposition of the Common Stock beneficially owned by
such Reporting Persons.
(c) Except as described in this Schedule 13D, none of the Reporting
Persons, nor, to the best knowledge and belief of SB America, SBH, SKI and
Softbank, any of their respective executive officers or directors, has effected
any transaction in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
-------------------------------------------------------------
Item 6 is hereby amended and supplemented by incorporation of the
following:
On March 5, 1999, SKI entered into a letter agreement (the "GS Letter
Agreement") with Goldman, Sachs & Co. pursuant to which Goldman, Sachs & Co.
acted as placement agent for the sale of 500,000 shares of Common Stock to a
third party in a private placement transaction described more fully in Item 4.
All references to the GS Letter Agreement are qualified in their entirety by the
full text of such document, a copy of which is attached as Exhibit 4 hereto and
is incorporated by reference herein. See Items 4 and 7.
<PAGE>
CUSIP NO. 989511-10-0 PAGE 9 OF 10 PAGES
Item 7. Material to be filed as Exhibits.
--------------------------------
Item 7 is hereby amended and supplemented by the incorporation of the
following:
4. Letter Agreement between SKI and Goldman, Sachs & Co.
dated March 5, 1999.
<PAGE>
CUSIP NO. 989511-10-0 PAGE 10 OF 10 PAGES
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: March 8, 1999
SOFTBANK AMERICA INC.
By:/s/ Ronald D. Fisher
--------------------------
Vice Chairman
SOFTBANK HOLDINGS INC.
By:/s/ Ronald D. Fisher
--------------------------
Vice Chairman
SOFTBANK KINGSTON INC.
By:/s/ Ronald D. Fisher
--------------------------
President
SOFTBANK CORP.
By:/s/ Masayoshi Son
--------------------------
President
MASAYOSHI SON
/s/ Masayoshi Son
--------------------------
Masayoshi Son
EXHIBIT 4
[Letterhead of Goldman, Sachs & Co.]
PERSONAL AND CONFIDENTIAL
- -------------------------
March 5, 1999
SOFTBANK Kingston Inc.
10 Langley Road, Suite 403
Newton Center, Massachusetts 02459
Attention: Steve Murray
Dear Mr. Murray:
We are please to confirm the arrangements under which Goldman, Sachs & Co. (the
"Agent") is exclusively authorized to act as placement agent for SOFTBANK
Kingston Inc. (the "Company") in connection with the proposed private placement
(in a "4(1 1/2) transaction") of up to 500,000 shares (the "Securities") of
common stock, par value $.01 per share ("Common Stock"), of Ziff-Davis Inc. (the
"Issuer"). The Company and the Agent further agree as follows:
1. Neither the Company nor any person acting on its behalf will,
directly or indirectly (except through the Agent), sell or offer, or attempt to
offer to dispose of, or solicit any offer to buy, or otherwise approach or
negotiate in respect of, any of the Securities, and neither the Company nor any
affiliate or any person acting on its or their behalf has heretofore done any of
the foregoing. As used in this letter agreement, the terms "offer" and "sale"
have the meanings specified in Section 2(3) of the United States Securities Act
of 1933, as amended (the "Act").
2. The Company represents and warrants that no offers and sales of
securities of the same or similar class as the Securities have been made by the
Company or on its behalf during the 6 month period ending with the date of this
letter agreement except for the sale of 30,000 shares of Common Stock in a
private placement to Donaldson Lufkin & Jenrette Securities Corporation in
December 1998 (the "December Sale"). Neither the Company nor any other person
acting on its behalf will, directly or indirectly, offer or sell any securities
of the same or similar class as the Securities, or take any other action, so as
to require, and the December Sale does not require, that the offer and sale of
the Securities be registered under the Act.
<PAGE>
3. The Company represents and warrants that it is not aware of any
material non-public information concerning the Issuer, and the sale of the
Securities will not constitute a violation by the Company of Rule 10b-5 under
the Securities Exchange Act of 1934, as amended.
4. The Company and the Agent shall have the right to approve (a) every
form of letter, circular, notice or other written communication from the Agent
or the Company (or any other person acting on its behalf), respectively, sent to
any offeree or purchaser in connection with the offer and sale of the Securities
(other than trade confirmations) and (b) the persons to whom the Agent or the
Company, respectively, sends any such communication. Neither the Company (nor
any other person acting on its behalf) nor the Agent will offer or sell the
Securities by any form of general solicitation or general advertising, including
but not limited to the methods described in Rule 502(c) under the Act.
5. The Agent will not offer the Securities to more than 20 offerees
without the prior consent of the Company. The Agent will reasonably believe at
the time of the offer of the Securities that each offeree is an "accredited
investor", as that term is defined in Rule 501(a)(1)(2)(3) or (7) under the Act.
Each of the Company and the Agent will reasonably believe at the time of the
sale of the Securities that each purchaser ("Purchaser") of the Securities
placed by the Agent is an "accredited investor", as so defined.
6. The Company agrees that each Purchaser will be required to execute
and deliver to the Company and the Agent an original executed certificate in the
form of Annex A hereto on or prior to the applicable Closing Date in order for
such sale and purchase of Securities to be consummated. Such certificates shall
be addressed to the Company and the Agent.
7. The Agent's total fee for services hereunder shall be ________, such
fee to be earned upon any such sale and payable by the Company on the Closing
Date for such sale. In addition to the foregoing compensation, the Company shall
reimburse the Agent for any sales tax, use tax or similar taxes (including
additions to such taxes, if any) arising in connection with any matter referred
to in this letter.
8. The closing date (the "Closing Date") for any sale of Securities to
a Purchaser shall be a date mutually agreed by the Company (acting in good
faith) and such Purchaser. The obligation of the Company to close any such sale
shall be subject to the condition that each of the Company and the Agent shall
have received the certificate from such Purchaser referred to in Section 6 on or
prior to the Closing Date for such sale.
-2-
<PAGE>
9. On the Closing Date for any sale of Securities to a Purchaser, the
Company will deliver to such Purchaser a physical stock certificate representing
the Securities purchased by such Purchaser, which stock certificate will contain
the legend set forth in the form of certificate attached hereto as Annex A. On
such Closing Date, against transfer of such stock certificate, the Purchaser
will pay the purchase price for such Securities to such account as the Company
shall specify.
10. In connection with engagements such as this, it is the policy of
the Agent to receive indemnification. The Company agrees to the provisions with
respect to the Agent's indemnity and other matters set forth in Annex B which is
incorporated by reference into this letter agreement.
11. The Company understands that the Agent will be acting as the agent
of the Company in the offering and sale of the Securities and agrees that in
connection therewith the Agent will use its "best efforts" to place the
Securities. This letter agreement shall not give rise to any expressed or
implied commitment by the Agent to purchase or place any of the Securities.
12. The Company agrees promptly from time to time to rake such action
as the Agent may reasonably request to qualify the Securities for offering and
sale as a private placement under the securities laws of such States as the
Agent may reasonably request and to comply with such laws so as to permit such
offers and sales. Any applicable filings will be prepared by Sullivan &
Cromwell, whose fees and disbursements in connection therewith shall be for the
account of the Company.
13. The provisions of the second sentence of paragraph 7, and all
paragraphs 10, 14 and 15 shall survive any termination of this letter agreement
and the offering and sale of any of the Securities.
14. This authorization may be terminated by the Company or the Agent at
any time with or without cause, effective upon receipt of written notice to that
effect by the other party. The Agent shall be entitled to full fees pursuant to
the first sentence of paragraph 7 of this letter agreement in the event that at
any time prior to the expiration of a 6-month period following such termination
the Company sells any Common Stock of the Issuer to any investor contacted by
the Agent in connection with this letter agreement or any affiliate of such
investor.
15. Neither this letter agreement nor any advice (written or oral)
rendered by the Agent in connection with this letter agreement may be disclosed
to any third party or circulated or referred to publicly by the Company without
the prior written consent of the Agent.
-3-
<PAGE>
16. THIS LETTER AGREEMENT, INCLUDING ANNEX B HERETO, SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
17. This letter agreement may be executed by any of the parties hereto
in any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.
Please confirm that the foregoing is in accordance with your understanding by
signing and returning to us the enclosed duplicate of this letter agreement,
which shall thereupon constitute a binding agreement as of the date set forth
above.
GOLDMAN, SACHS & CO.
By:
---------------------
Name:
Title:
Accepted and Agreed:
SOFTBANK KINGSTON INC.
By:
---------------------
Name:
Title:
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