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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 3 Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting NATIONAL BROADCASTING COMPANY, INC.
Person* (Last) (First) (Middle)
30 Rockefeller Plaza
(Street)
New York New York 10112
(City) (State) (Zip)
2. Date of Event Requiring (Month/Day/Year)
Statement 5/10/99
3. IRS or Social Security Number
of Reporting Person
(Voluntary)
4. Issuer Name and Ticker or Xoom.com, Inc. ("XMCM")
Trading Symbol
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5. Relationship of Reporting ___ Director _X_ 10% Owner
Person(s) to Issuer ___ Officer (give ___ Other (specify
(Check all applicable) title below) below)
6. If Amendment, Date of Original
(Month/Day/Year)
7. Individual or Joint/Group X Form filed by One Reporting
Filing(1) Person
(Check Applicable Line) ___ Form filed by More than One
Reporting Person
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FORM 3 (continued)
1. Title of Security Common Stock
(Instr. 4)
2. Amount of Securities No securities beneficially owned.
Beneficially Owned See attachment.
(Instr. 4)
3. Ownership Form: Direct (D) or
Indirect (I) (Instr. 5)
4. Nature of Indirect Beneficial
Ownership (Instr. 5)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
5(b)(v).
(Over)
SEC 1473 (7-96)
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FORM 3 (continued)
Table II -- Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
1. Title of Derivative Security Option Agreement(2)
(Instr. 4)
2. Date Exercisable and Expiration Date Exercisable
Date See(3)
(Month/Day/Year)
Expiration Date
3. Title and Amount of Securities Title
Underlying Derivative Security Common Stock
(Instr. 4)
Amount or Number of Shares(4)
3,415,249
4. Conversion or Exercise Price of $73.50
Derivative Security
5. Ownership Form of Derivative D
Security: Direct (D) or
Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial
Ownership
(Instr. 5)
Explanation of Responses:
(1) The Reporting Person and its affiliates, General Electric Company and
National Broadcasting Company Holding, Inc. may be deemed to constitute a
"group" as such term is defined for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, with respect to holdings of
equity securities of the Issuer. The Reporting Person does not affirm the
existence of a "group" for such purposes and this statement should not be
construed as an admission that the Reporting Person is the beneficial owner
of any securities other than those set forth on this Form 3.
(2) The Option Agreement, dated as of May 9, 1999, between Xoom.com, Inc.
and National Broadcasting Company, Inc.
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(3) The Option Agreement is not currently exercisable but becomes exercisable
on the occurrence of certain events as specified therein, such as receipt by
the Issuer of certain proposals for business combinations, recommendations,
authorizations or proposals by the Issuer to engage in certain business
combinations, failure by the Issuer to adopt the Agreements (as defined
below), and certain breaches or terminations of any of the Agreements by
the Issuer.
(4) Provided that in no event shall the number of shares of common stock for
which the option is exercisable exceed 19.9% of the issued and outstanding
shares of common stock at the time of exercise without giving effect to the
shares subject or issued pursuant to the Option.
May 19, 1999
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 781(A)
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, See Instruction 6 for procedure.
By: /s/ Mark W. Begor
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Name: Mark W. Begor
Title: Executive Vice
President
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB Number.
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Form 3 (continued)
Attachment to Form 3
Reporting Person: National Broadcasting Company, Inc.
Address: 30 Rockefeller Plaza, New York, NY 10012
Issuer and Ticker Symbol: Xoom.com, Inc. ("XMCM")
Date of Event Requiring Statement: 5/10/99
On May 9, 1999, National Broadcasting Company, Inc. and certain of its
affiliates (collectively, "NBC"), Xoom.com, Inc. ("Xoom") and certain of its
subsidiaries, CNET, Inc. ("CNET") and Snap! LLC entered into a series of
definitive agreements (the "Agreements") relating to the formation of a new
company to be named NBC Internet, Inc. ("NBCi") upon consummation of all the
transactions contemplated by the Agreements. NBCi is expected to include the
businesses of Xoom, Snap! LLC and certain of NBC's internet assets (including
NBC.com, Videoseeker.com and NBC Interactive Neighborhood) and a 10%
ownership interest in CNBC.com. The first transaction will be effected by a
merger of Xoom with a subsidiary of NBCi followed by NBCi acquiring CNET's
ownership interest in Snap! LLC. In a subsequent transaction, Neon Media
Corporation ("NMC"), a newly formed entity which will own the NBC internet
assets discussed above, is expected to be merged with NBCi and NBC's
ownership interests in Snap! LLC are expected to be contributed to NBCi.
In consideration of the Agreements, NBC, Xoom, Flying Disc Investments
Limited Partnership, a Nevada limited partnership ("Flying Disc") and Chris
Kitze (together with Flying Disc, the "Holders"), and CNET entered into a
Voting Agreement (the "Voting Agreement"), on May 9, 1999, pursuant to which,
among other things, the Holders (i) agreed to vote (or cause to be voted) all
of the shares beneficially owned by such Holders on the record date of such
vote or action (a) in favor of the adoption of the Agreements and the
approval of the terms thereof and each of the other transactions contemplated
by the Agreements; and (b) prior to the effective time of the merger of NMC
with NBCi, against certain business combination transactions and transactions
relating to the acquisition or purchase of 20% or more of the assets or any
class of equity securities of Xoom or any of its subsidiaries and against any
amendment of Xoom's certificate of incorporation or bylaws or other proposal,
action or transaction involving Xoom or any of its subsidiaries which
amendment or other action or transaction would reasonably be expected to
prevent or materially impede or delay the consummation of the transactions
contemplated by the Agreements and (ii) appointed NBC and the President and
Treasurer of NBC and the Secretary of NBC, in their respective capacities as
officers of NBC, and any individual who shall succeed to any such office of
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NBC, and any other designee of NBC, each of them individually, such Holder's
proxy and attorney-in-fact (with full power of substitution) to vote or act
by written consent with respect to such Holder's shares of Common Stock. The
Voting Agreement terminates on the earlier of (i) the consummation of the
merger of NMC with and into NBCi; and (ii) the termination of the agreement
pursuant to which the merger of NMC and NBCi will be effected.
On May 9, 1999, the Holders beneficially owned 3,350,680 shares of the
Company Common Stock, which amounted to 19.5% of the total outstanding shares
of common stock of the Company. These 3,350,680 shares of Common Stock
include 3,350,680 shares of Common Stock held by Flying Disc Investments
Limited Partnership ("Flying Disc"), a Nevada limited partnership, of which
Mr. Chris Kitze is a general partner. Mr. Kitze may be deemed to be the
beneficial owner of the shares held by Flying Disc.
NBC may be deemed to be, for purposes of Section 16 of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), a beneficial owner of
all shares beneficially owned by the Holders, provided, however, that NBC
expressly disclaims any pecuniary interest in such shares.
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