<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
IDG Books Worldwide, Inc.
(Name of Issuer)
Class A Common Stock $0.0001 par value per share
(Title of Class of Securities)
44934 10 6
(CUSIP Number)
Edward N. Gadsby, Jr., Esq.
Foley, Hoag & Eliot LLP
One Post Office Square
Boston, MA 02109
(617) 832-1000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 27, 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 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 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> 2
SCHEDULE 13D
CUSIP NO. 449384 10 6 PAGE 2 OF 14 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IDG Enterprises, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number of 7 SOLE VOTING POWER
shares 0
beneficially
owned by 8 SHARED VOTING POWER
each 10,822,616
reporting
person 9 SOLE DISPOSITIVE POWER
with 0
10 SHARED DISPOSITIVE POWER
10,822,616
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,822,616
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.8%
14 TYPE OF REPORTING PERSON*
CO
*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> 3
SCHEDULE 13D
CUSIP NO. 449384 10 6 PAGE 3 OF 14 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IDG Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number of 7 SOLE VOTING POWER
shares 0
beneficially
owned by 8 SHARED VOTING POWER
each 10,822,616
reporting
person 9 SOLE DISPOSITIVE POWER
with 0
10 SHARED DISPOSITIVE POWER
10,822,616
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,822,616
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.8%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
Page 3 of 14
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 449384 10 6 PAGE 4 OF 14 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
International Data Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
Number of 7 SOLE VOTING POWER
shares 0
beneficially
owned by 8 SHARED VOTING POWER
each 10,822,616
reporting
person 9 SOLE DISPOSITIVE POWER
with 0
10 SHARED DISPOSITIVE POWER
10,822,616
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,822,616
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.8%
14 TYPE OF REPORTING PERSON*
CO
*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 4 of 14
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 449384 10 6 PAGE 5 OF 14 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patrick J. McGovern
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
Number of 7 SOLE VOTING POWER
shares 10,822,616
beneficially
owned by 8 SHARED VOTING POWER
each 5,000
reporting
person 9 SOLE DISPOSITIVE POWER
with 10,822,616
10 SHARED DISPOSITIVE POWER
5,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,827,616
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
73.9%
14 TYPE OF REPORTING PERSON*
IN
*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 5 of 14
<PAGE> 6
ITEM 1. SECURITY AND ISSUER
THIS STATEMENT RELATES TO THE CLASS A COMMON STOCK $0.0001 PAR VALUE
PER SHARE, OF IDG BOOKS WORLDWIDE, INC. ("IDG BOOKS"). THE PRINCIPAL EXECUTIVE
OFFICES OF IDG BOOKS ARE LOCATED AT 919 EAST HILLSDALE BOULEVARD, SUITE 400,
FOSTER CITY, CA 94404.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed jointly by IDG Enterprises, Inc.
("Enterprises"), a Delaware corporation, IDG Holdings, Inc., ("Holdings"), a
Delaware corporation, International Data Group, Inc., a Massachusetts
corporation ("IDG"), and Patrick McGovern, an individual. Enterprises is a
majority owner of IDG Books, Holdings owns all of the outstanding stock of
Enterprises and IDG owns all of the outstanding stock of Holdings. Patrick
McGovern owns the majority of the outstanding stock of IDG.
IDG is a global provider of IT media, research, conferences and
expositions. IDG publishes more than 290 computer newspapers and magazines and
4,000 book titles in 80 countries. IDG offers online users technology-specific
sites around the world through IDG.net (http://www.idg.net), which comprises
more than 250 targeted Web sites in 55 countries. IDG also produces 168
computer-related expositions in 35 countries, and its research arm International
Data Corporation provides computer industry research and analysis through 49
offices in 42 countries worldwide.
The principal executive offices of IDG, Enterprises and Holdings are
located at One Exeter Plaza, 15th Floor, Boston, MA 02116-1200. None of IDG,
Enterprises or Holdings has during the last five years (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which it was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws. Set forth in Schedule I to this statement
is the name and present principal occupation or employment of each executive
officer and director of IDG, Enterprises and Holdings and the name, principal
business and address of any corporation or other organization in which
employment is conducted.
Patrick J. McGovern is Chairman of the board of directors of
International Data Group, Inc. Mr. McGovern's address is c/o International Data
Group, Inc., One Exeter Plaza, 15th Floor, Boston, MA 02116-1200. During the
last five years, Mr. McGovern has not been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) and has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in his being subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws. Mr. McGovern is a citizen of the United States.
The reporting persons initially filed jointly a statement relating to
the shares of IDG Books on Schedule 13G on February 16, 1999, pursuant to the
applicable provisions of Regulation 13D-G.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The purchases of IDG's common stock described herein were made and paid
for by Enterprises with working capital supplied to it by IDG, its ultimate
parent.
ITEM 4. PURPOSE OF TRANSACTION
On January 26, 2000, IDG announced in a press release that it planned
to purchase up to
Page 6 of 14
<PAGE> 7
500,000 shares of IDG Books Worldwide, Inc. common stock, or 3.4 percent of the
current outstanding shares, from time to time at prevailing market prices. IDG
stated in its press release that at current prices, IDG believed that IDG Books
Worldwide, Inc. shares represented a good value, and so IDG had decided to
increase its holdings.
IDG, through its indirect wholly-owned subsidiary, Enterprises, began
purchasing shares pursuant to this plan on January 27, 2000. Through February 4,
2000, IDG had purchased 100,200 shares in open market transactions. Each of
these purchases and each other transaction in IDG Books Common Stock effected by
the reporting persons during the sixty days preceding the date of this Schedule
13D are listed on Schedule 2 hereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information for each reporting person contained in Items 5 through
11 of the cover pages of this statement is incorporated by reference. For all of
the reporting persons other than Mr. McGovern, the total of 10,822,616 shares
includes 10,680,949 shares of Class A Common Stock of IDG Books held by
Enterprises, 16,667 shares of Class A Common Stock subject to options held by
IDG and currently exercisable, and 125,000 shares of Class B Common Stock of IDG
Books held by Enterprises. The Class B Common Stock entitles the holder to ten
votes per share.
For Mr. McGovern, the total of 10,827,616 shares includes all of the
shares discussed in the foregoing paragraph as well as 5,000 shares of Class A
Common Stock held by Mr. McGovern's wife. Mr. McGovern disclaims beneficial
ownership of these shares.
For each reporting person other than Mr. McGovern, the total number of
shares represents approximately 73.8% of the shares of IDG Books Common Stock
deemed outstanding on February 4, 2000. For Mr. McGovern, the total number of
shares represents approximately 73.9% of IDG Book's outstanding shares. Because
the Class B Common Stock entitles its holder to ten votes per share, the shares
represent approximately 75.7% of the voting power of IDG Books.
All transactions in IDG Books Worldwide, Inc. common stock effected by
the reporting persons during the sixty days preceding the date of this Schedule
13D are listed on Schedule 2 hereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
IDG Books and Enterprises have entered into a Registration Rights
Agreement relating to shares of IDG Books held by Enterprises. The Registration
Rights Agreement entitles Enterprises to include its shares of common stock of
IDG Books in any future registration of common stock made by IDG Books. IDG
Books has agreed, pursuant to the terms of the Registration Rights Agreement, to
pay all costs and expenses, including expenses of legal counsel, related to
shares to be sold by Enterprises in connection with any such registration for
Enterprises, other than underwriting discounts and commissions.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A -- Powers of Attorney
Exhibit B -- Joint Filing Agreement
Page 7 of 14
<PAGE> 8
SIGNATURES
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.
February 7, 2000
---------------------------------
(Date)
IDG Enterprises, Inc.
By: /s/ Edward B. Bloom
-----------------------------
Edward B. Bloom
Vice President
IDG Holdings, Inc.
By: /s/ Edward B. Bloom
-----------------------------
Edward B. Bloom
Vice President
International Data Group, Inc.
By: /s/ Edward B. Bloom
-----------------------------
Edward B. Bloom
Vice President
/s/ Patrick J. McGovern*
---------------------------------
Patrick McGovern
* By Edward N. Gadsby, Jr., as attorney-in-fact
Page 8 of 14
<PAGE> 9
Schedule 1
EXECUTIVE OFFICERS AND DIRECTORS OF IDG ENTERPRISES, INC.
The name and present principal occupation or employment of each
director and executive officer of IDG Enterprises, Inc. is set forth below.
Unless otherwise indicated, each person below is a citizen of the United States,
and the principal business in which each such person's employment is conducted
and its address is c/o International Data Group, Inc., One Exeter Plaza, 15th
Floor, Boston, MA 02116-1200. To the knowedge of IDG Enterprises, Inc., no
person below has during the last five years (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
DIRECTORS OF IDG ENTERPRISES, INC.
<TABLE>
<CAPTION>
Name Principal Occupation Business Address
- ---- -------------------- ----------------
<S> <C> <C>
Kelly P. Conlin President, International
Data Group, Inc.
Edward B. Bloom Treasurer, International
Data Group, Inc.
Kari Johnson Vice President,
International Data
Group, Inc.
Jayne C. Enos Banking Services PNC Bank
300 Delaware Ave.
Wilmington, DE 19801
</TABLE>
EXECUTIVE OFFICERS OF IDG ENTERPRISES, INC.
<TABLE>
<CAPTION>
Name Principal Occupation Business Address
- ---- -------------------- ----------------
<S> <C> <C>
Kelly P. Conlin President, International
Data Group, Inc.
Andrew Panaccione Accounting Services Entity Services, Inc.
103 Faulk Road
Wilmington, DE 19803
Edward B. Bloom Treasurer, International
Data Group, Inc.
</TABLE>
EXECUTIVE OFFICERS AND DIRECTORS OF IDG HOLDINGS, INC.
The name and present principal occupation or employment of each
director and executive officer of IDG Holdings, Inc. is set forth below. Unless
otherwise indicated, each person below is a citizen of the United States, and
the principal business in which each such person's employment is conducted and
its address is IDG Books Worldwide, Inc., 919 East Hillsdale Boulevard, Suite
400, Foster City, CA 94404. No person below has during the last five years (i)
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which
Page 9 of 14
<PAGE> 10
such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
DIRECTORS OF IDG HOLDINGS, INC.
<TABLE>
<CAPTION>
Name Principal Occupation Business Address
- ---- -------------------- ----------------
<S> <C> <C>
Kelly P. Conlin President, International
Data Group, Inc.
Edward B. Bloom Treasurer, International
Data Group, Inc.
Kari Johnson Vice President,
International
Data Group, Inc.
Jayne C. Enos Vice President,
International Data
Group, Inc.
Susan K. Beesley Banking PNC Bank
300 Delaware Ave.
Wilmington, DE 19801
</TABLE>
EXECUTIVE OFFICERS OF IDG HOLDINGS, INC.
<TABLE>
<CAPTION>
Name Principal Occupation Business Address
- ---- -------------------- ----------------
<S> <C> <C>
Kelly P. Conlin President, International
Data Group, Inc.
Andrew Panaccione Banking Services Entity Services, Inc.
Edward B. Bloom Treasurer, International
Data Group, Inc.
</TABLE>
EXECUTIVE OFFICERS AND DIRECTORS OF INTERNATIONAL DATA GROUP, INC.
The name and present principal occupation or employment of each
director and executive officer of International Data Group, Inc. is set forth
below. Unless otherwise indicated, each person below is a citizen of the United
States, and the principal business in which each such person's employment is
conducted and its address is International Data Group, Inc., One Exeter Plaza,
15th Floor, Boston, MA 02116-1200. To the knowledge of International Data Group,
Inc., no person below has during the last five years (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
DIRECTORS OF INTERNATIONAL DATA GROUP, INC.
Page 10 of 14
<PAGE> 11
<TABLE>
<CAPTION>
Name Principal Occupation Business Address
- ---- -------------------- ----------------
<S> <C> <C>
Patrick J. McGovern Chairman,
International Data Group,
Inc.
W. Walter Boyd retired
Stephen E. Coit artist 24 Frances Street, Cambridge, MA
Etienne Davignon* Chairman, Societe
General de Belgique Rue Royale 30, Brussels B-1000, BELGIUM
Robert A. Farmer Former U.S. Consul
to Bermuda 1455 Ocean Drive, Miami Beach, FL 33139
Robert M. Metcalfe Vice President,
Technology, International
Data Group, Inc.
William P. Murphy retired
Abraham Siegel retired
V. Orville Wright retired
* Citizen of Belgium
</TABLE>
EXECUTIVE OFFICERS OF INTERNATIONAL DATA GROUP, INC.
<TABLE>
<CAPTION>
Name Principal Occupation Business Address
- ---- -------------------- ----------------
<S> <C> <C>
Patrick J. McGovern Chairman
Kelly P. Conlin President
Edward B. Bloom Vice President
& Treasurer
Jayne C. Enos Vice President
James G. Ghirardi Vice President
Marion Kibbee Vice President
Robert M. Metcalfe Vice President
Kevin Krull Vice President
</TABLE>
Page 11 of 14
<PAGE> 12
Schedule 2
Transactions in the Past Sixty Days
PURCHASES BY ENTERPRISES
Beginning January 27, 2000, IDG Enterprises, Inc. made the following
acquisitions of shares of Class A Common Stock of IDG Books Worldwide, Inc. The
shares were purchased in market transactions.
Date of Purchase: Number of Shares: Price per share:
January 27, 2000 15,000 $10.3108
January 28, 2000 19,000 $ 9.7966
January 31, 2000 20,000 $ 9.7009
February 1, 2000 10,100 $10.4459
February 2, 2000 4,500 $11.4761
February 3, 2000 11,100 $12.7844
February 4, 2000 20,500 $13.8464
CONVERSION OF CLASS B COMMON STOCK
On February 4, 2000, IDG Enterprises, Inc. converted 75,000 shares of Class
B Common Stock into an equal number of shares of Class A Common Stock.
VESTING OF OPTIONS
On January 7, 2000, options held by IDG to purchase shares of Class A Common
Stock of IDG Books became exercisable for 1,667 additional shares, pursuant to
the terms of the options.
ACQUISITION OF SHARES
In December 1999, Lore McGovern, acquired 4,000 shares of Class A Common
Stock of IDG Books in market transactions at a price of $11.75 per shares. Lore
McGovern is the wife of Patrick C. McGovern, Chairman of International Data
Group, Inc. Mr. McGovern disclaims beneficial ownership of these shares.
Page 12 of 14
<PAGE> 1
POWER OF ATTORNEY
The undersigned does hereby appoint Edward B. Bloom, Kelly P. Conlin and
Edward N. Gadsby, Jr., and each of them singly, with full power of substitution,
as the true and lawful attorney of the undersigned, and authorizes and
designates each of them acting singly to sign on behalf of the undersigned, and
to file filings, agreements, documents and any amendments thereto made by or on
behalf of the undersigned in respect of the beneficial ownership of equity
securities held by the undersigned, directly, indirectly or beneficially,
pursuant to Sections 13(d), 13(f), 13(g), 14(d) and 16 of the Securities
Exchange Act of 1934, as amended, and the rules promulgated thereunder.
IN WITNESS WHEREOF, this power of attorney has been executed as of the 4th
day of February, 2000 and shall remain in full force and effect until withdrawn
by the undersigned in writing.
/s/ Patrick J. McGovern
--------------------------------
Patrick J. McGovern
POWER OF ATTORNEY
The undersigned does hereby appoint Kelly P. Conlin and Edward N. Gadsby,
Jr., and each of them singly, with full power of substitution, as the true and
lawful attorney of the undersigned, and authorizes and designates each of them
acting singly to sign on behalf of the undersigned in the capacities indicated
below, and to file filings, agreements, documents and any amendments thereto
made by or on behalf of the undersigned in respect of the beneficial ownership
of equity securities held, directly, indirectly or beneficially, by
International Data Group, Inc., IDG Holdings, Inc. and IDG Enterprises, Inc.,
pursuant to Sections 13(d), 13(f), 13(g), 14(d) and 16 of the Securities
Exchange Act of 1934, as amended, and the rules promulgated thereunder.
IN WITNESS WHEREOF, this power of attorney has been executed as of the 4th
day of February, 2000 and shall remain in full force and effect until withdrawn
by the undersigned in writing.
/s/ Edward B. Bloom
--------------------------------
Edward B. Bloom
Treasurer, IDG Enterprises, Inc.
Treasurer, IDG Holdings, Inc.
Vice President, International
Data Group, Inc.
Page 13 of 14
<PAGE> 1
EXHIBIT B
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Designs Inc., dated February 7, 2000 is, and any
further amendments thereto signed by each of the undersigned shall be, filed on
behalf of each of the undersigned pursuant to and in accordance with the
provisions of Rule 13D-1(k) under the Securities Exchange Act of 1934, as
amended.
Dated as of: February 7, 2000
/s/ Patrick J. McGovern*
- -------------------------
Patrick J. McGovern
IDG ENTERPRISES, INC.
/s/ Edward B. Bloom
- -------------------------
By: Edward B. Bloom
Treasurer
IDG HOLDINGS, INC.
/s/ Edward B. Bloom
- -------------------------
By: Edward B. Bloom
Treasurer
INTERNATIONAL DATA GROUP, INC.
/s/ Edward B. Bloom
- -------------------------
By: Edward B. Bloom
Vice President
* By Edward N. Gadbsy, Jr., as attorney-in-fact
Page 14 of 14
