<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
SCHEDULE 13D
(Amendment No. 6)
Under the Securities Exchange Act of 1934/1/
Metricom, Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock
________________________________________________________________________________
(Title of Class of Securities)
591596 10 1
(CUSIP Number)
With a copy to:
--------------
William D. Savoy Alvin G. Segel
Vulcan Northwest, Inc. Irell & Manella LLP
110 110th Avenue, N.E. 1800 Avenue of the Stars
Suite 550 Suite 900
Bellevue, Washington 98004 Los Angeles, California 90067
Tel: (206) 453-1940 Tel: (310) 277-1010
Fax: (206) 453-1985 Fax: (310) 203-7199
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 15, 1999
_______________________________________________________________
(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 if filing
this schedule because of Rule 13d-1(b) (3) or (4), 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 10 Pages)
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/1/ 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).
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SCHEDULE 13D
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CUSIP NO. 591596 10 1 PAGE 2 OF 10 PAGES
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- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vulcan Ventures Incorporated
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC; AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Vulcan Ventures Incorporated is a Washington corporation
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SOLE VOTING POWER
7
NUMBER OF 39,121,745 (30,000,000 of which Vulcan Ventures
Incorporated has the right to acquire upon
conversion of its shares of Series A2 Preferred
Stock)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 39,121,745 (30,000,000 of which Vulcan Ventures
Incorporated has the right to acquire upon conversion
of its shares of Series A2 Preferred Stock)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
39,121,745 (30,000,000 of which Vulcan Ventures Incorporated has the
right to acquire upon conversion of its shares of Series A2 Preferred
Stock)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
75.1% (based on 22,086,674 shares outstanding as of November 12, 1999,
plus the shares of common stock issuable upon conversion of the Series
A2 Preferred Stock)
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
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CUSIP NO. 591596 10 1 PAGE 3 OF 10 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul G. Allen
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF;BK
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Paul G. Allen is a U.S. Citizen
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 39,146,745 (25,000 of which are held directly by
Paul G. Allen, 9,121,745 of which are held by Vulcan
Ventures Incorporated and 30,000,000 of which Vulcan
Ventures Incorporated has the right to acquire upon
conversion of its shares of Series A2 Preferred Stock)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 39,146,745 (25,000 of which are held directly by
Paul G. Allen, 9,121,745 of which are held by Vulcan
Ventures Incorporated and 30,000,000 of which Vulcan
Ventures Incorporated has the right to acquire upon
conversion of its shares of Series A2 Preferred Stock)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
39,146,745 (30,000,000 of which Vulcan Ventures Incorporated has the
right to acquire upon conversion of its shares of Series A2 Preferred
Stock)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
75.2% (based on 22,086,674 shares outstanding as of November 12, 1999,
plus the shares of common stock issuable upon conversion of the Series
A2 Preferred Stock)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-3-
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SCHEDULE 13D
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CUSIP NO. 591596 10 1 PAGE 4 OF 10 PAGES
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This Amendment No. 6 to Schedule 13D relates to shares of common stock
of Metricom, Inc. (the "Issuer"). This Amendment No. 6 supplements and amends
the initial statement on Schedule 13D dated November 10, 1993, as amended by
Amendment No. 1 thereto dated March 8, 1995, Amendment No. 2 thereto dated
September 25, 1997, Amendment No. 3 thereto dated October 13, 1997, Amendment
No. 4 thereto dated November 21, 1997 and Amendment No. 5 thereto dated February
4, 1998 (collectively, the "Schedule 13D"), filed by Vulcan Ventures
Incorporated ("Vulcan Ventures") and Mr. Paul G. Allen, the Chairman of the
Board of Directors and sole shareholder of Vulcan Ventures ("Mr. Allen" and
together with Vulcan Ventures, the "Reporting Persons"). This Amendment No. 6 is
being filed to report the completed acquisition by the Reporting Persons of
certain of the shares of the Issuer.
Item 2. Identity and Background.
- ------ -----------------------
Item 2 of the Schedule 13D as heretofore amended is hereby amended
further by adding the following:
Jo Allen Patton, Vulcan Northwest Inc., 110-110th Avenue N.E., Suite
550, Bellevue, Washington 98004. Ms. Patton is Vice Chairman and a Vice
President of Vulcan Ventures and Vulcan Northwest Inc. (of which Mr. Allen is
the sole shareholder). Citizenship is U.S.
To the best knowledge of Vulcan Ventures, during the last five years,
Ms. Patton has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
she 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.
Item 3. Source and Amount of Funds or Other Consideration.
- ------ -------------------------------------------------
Item 3 of the Schedule 13D as heretofore amended is hereby amended
further by adding the following:
On November 15, 1999, Vulcan Ventures completed its purchase of
30,000,000 shares of the Series A2 Preferred Stock of the Issuer (the "Series A2
Preferred") from the Issuer pursuant to a Preferred Stock Purchase Agreement
dated as of June 20, 1999 between the Issuer, MCI WorldCom, Inc. ("MCI
WorldCom") and Vulcan Ventures (the "Preferred Stock Purchase Agreement").
Vulcan Ventures purchased the Series A2 Preferred for consideration of $10.00
per share. The aggregate amount of funds used by Vulcan Ventures in purchasing
the Series A2 Preferred was $300,000,000, $239,459,166.67 of which was funded
from an existing margin credit facility maintained by Mr. Allen with BT Alex.
Brown Incorporated (the "Margin Facility"), $60,000,000 of which was funded by
repayments by the Issuer to Vulcan Ventures of loans made to the Issuer by
Vulcan Ventures and $540,833.33 of which was funded by payment by the Issuer to
Vulcan Ventures of accrued interest on such loans. The sole source of the funds
for the loans made by Vulcan Ventures to the Issuer was working capital of
Vulcan Ventures.
The Margin Facility provides for loans by BT Alex. Brown to Mr. Allen
under BT Alex. Brown's standard Customer Agreement at a variable interest rate
of 1/2% to 2% above the prevailing call money rate of the relevant interest
computation period. The loans are secured by Mr. Allen's securities maintained
with BT Alex. Brown ("Margin Securities"). BT Alex. Brown may, in accordance
with its general policies regarding margin maintenance requirements, or
otherwise in its discretion or upon the occurrence of certain events specified
in the Customer Agreement, sell Margin Securities and take other actions with
respect to Mr. Allen's accounts in order to provide BT Alex. Brown with
additional collateral. The Margin Facility has no stated maturity, and BT Alex.
Brown may request repayment of all loan balances on demand.
The foregoing description of the Customer Agreement is not, and does
not purport to be, complete and is qualified in its entirety by reference to the
Customer Agreement, a copy of which is filed as Exhibit 3 hereto and
incorporated in its entirety by reference herein.
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SCHEDULE 13D
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CUSIP NO. 591596 10 1 PAGE 5 OF 10 PAGES
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Item 4. Purpose of Transaction.
- ------ ----------------------
Item 4 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
Vulcan Ventures acquired its shares of the Issuer for investment
purposes. It acquired its shares of the Issuer's Series A2 Preferred because MCI
WorldCom conditioned its purchase of $300,000,000 in liquidation preference of
the Series A1 Preferred Stock of the Issuer (the "Series A1 Preferred") pursuant
to the Preferred Stock Purchase Agreement on Vulcan Ventures making a comparable
investment in the Series A2 Preferred.
Holders of shares of Series A2 Preferred have no voting rights with respect
to such shares except that, as long as more than 7,500,000 shares of Series A2
Preferred (as adjusted for any stock dividend, split, combination or other
similar event with respect to such shares) remain outstanding, (i) holders of
Series A2 Preferred, voting as a separate class, have the right to elect one
member of the Issuer's Board of Directors and (ii) the consent of the holders of
at least a majority of the outstanding Series A2 Preferred is required to effect
certain significant corporate actions by the Issuer. MCI WorldCom, as the
holder of the Series A1 Preferred, has the same voting rights with respect to
those shares, including the right to elect one member of the Issuer's Board of
Directors. It is anticipated that Vulcan Ventures will continue to assume a
leadership position on the Issuer's Board of Directors. The Issuer and Vulcan
Ventures intend to consult with each other as to new directors to serve on the
Board.
Except as set forth in this statement, Vulcan Ventures has no present plan
or proposal that relates to or would result in (i) the acquisition of additional
securities or the disposition of securities of the Issuer by any person, (ii) an
extraordinary corporate transaction, such as a merger, reorganization,
liquidation, or sale or transfer of a material amount of assets involving the
Issuer or any of its subsidiaries, (iii) any change in the Issuer's present
Board of Directors or management, (iv) any material change in the Issuer's
present capitalization or dividend policy or any other material change in the
Issuer's business or corporate structure, (v) any change in the Issuer's charter
or by-laws or other actions that may impede the acquisition of control of the
Issuer by any person, (vi) any change that would result in any class of the
Issuer's equity securities becoming eligible for termination of its registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended,
or to cease to be authorized to be quoted in Nasdaq, or (vii) any similar
action. However, Vulcan Ventures reserves the right to formulate plans or
proposals specified in clauses (i) through (vii) hereof.
Item 5. Interest in Securities of the Issuer.
- ------ ------------------------------------
Item 5 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
Vulcan Ventures:
---------------
(a) Aggregate Number of Shares of Common Stock of the Issuer
Beneficially Owned: 39,121,745 (30,000,000 of which Vulcan Ventures has
the right to acquire upon conversion of its shares of Series A2
Preferred)
Percentage of Common Stock of the Issuer Owned: 75.1% (based on
22,086,674 shares outstanding as of November 12, 1999, plus the shares
of common stock issuable upon conversion of the Series A2 Preferred).
Without conversion, Vulcan Ventures holds 9,121,745 shares of common
stock representing 41.3% of the voting shares outstanding.
(b) Sole Voting Power 39,121,745 (assuming conversion of the
Series A2 Preferred)
Sole Dispositive Power: 39,121,745 (assuming conversion of the
Series A2 Preferred)
Shared Voting Power -0-
-5-
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CUSIP NO. 591596 10 1 13D PAGE 6 OF 10 PAGES
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Shared Dispositive Power: -0-
(c) No transactions in the class of securities reported on were
effected by Vulcan Ventures or its directors or executive officers
during the past sixty days except as described above.
(d) Not applicable
(e) Not applicable
To the best knowledge of Vulcan Ventures, its directors, executive
officers and controlling persons beneficially own the following shares of the
Issuer:
Paul G. Allen, Director, President and sole shareholder of Vulcan
Ventures - 39,146,745 shares of common stock (which includes 9,121,745 shares
owned by Vulcan Ventures and 30,000,000 shares which Vulcan Ventures has the
right to acquire upon conversion of its shares of Series A2 Preferred)
William D. Savoy, Director and Vice President of Vulcan Ventures - 2,333
shares of common stock (all of which he has the right to acquire upon exercise
of stock options)
Bert E. Kolde and Jo Allen Patton, each a Director and Vice President of
Vulcan Ventures, do not own any shares of the Issuer.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
- ------ ---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
Item 6 of the Schedule 13D as heretofore amended is hereby amended
further by adding the following:
On November 15, 1999, pursuant to the Preferred Stock Purchase
Agreement, Vulcan Ventures, the Issuer and MCI WorldCom entered into an Amended
and Restated Registration Rights Agreement (the "Registration Rights
Agreement"), which gives Vulcan Ventures and MCI WorldCom the right, subject to
specified limitations, to cause the Issuer to register such amount of
Registrable Securities (as defined, which definition includes the shares of
common stock issuable upon conversion of the Series A1 Preferred and Series A2
Preferred) as Vulcan Ventures or MCI WorldCom may request, provided that the
anticipated aggregate offering price of such Registrable Securities would exceed
$10,000,000. The Registration Rights Agreement also provides that Vulcan
Ventures is entitled to unlimited "piggyback" registration rights permitting it
to include its shares of common stock in registration statements that the Issuer
files from time to time.
Holders of Registrable Securities have the right, subject to certain
exceptions, to cause the Issuer to effect a registration on Form S-3 with
respect to the Registrable Securities owned by such holders, provided that Form
S-3 is available for such offering by the holders and the securities to be
registered will be sold at an aggregate price to the public of at least
$1,000,000.
Vulcan Ventures has agreed not to dispose of any or all of its shares of
Series A2 Preferred or the common stock into which such shares may be converted
except pursuant to an effective registration statement or unless the transferee
agrees to be bound by the Registration Rights Agreement. Vulcan Ventures has
further agreed not to sell or otherwise transfer any shares of common stock or
other securities during a period specified by the underwriters of the Issuer not
to exceed ninety (90) days following the effective date of a registration
statement of the Issuer filed under the Securities Act of 1933, as amended,
provided that all officers and directors of the Issuer enter into similar
agreements.
The foregoing description of the Registration Rights Agreement is not,
and does not purport to be, complete and is qualified in its entirety by
reference to the Registration Rights Agreement, a copy of which is filed as
Exhibit 2 hereto and incorporated in its entirety by reference herein.
-6-
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CUSIP NO. 591596 10 1 13D PAGE 7 OF 10 PAGES
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ITEM 7. Material to be Filed as Exhibits.
- ------ --------------------------------
1. Preferred Stock Purchase Agreement dated as of June 20, 1999 between
the Issuer, MCI WorldCom, Inc. and Vulcan Ventures.*
2. Amended and Restated Registration Rights Agreement dated as of
November 15, 1999 between the Issuer, MCI WorldCom, Inc. and Vulcan Ventures.*
3. Customer Agreement between Alex. Brown & Sons Incorporated (now BT
Alex. Brown Incorporated) and Paul G. Allen.**
* Incorporated by reference to Exhibit 99.1 to the Issuer's Current Report on
Form 8-K dated July 9, 1999.
** Incorporated by reference to Exhibit (b)(1) to the Schedule 14D-1 and
Schedule 13D filed March 19, 1999 by Vulcan Ventures with respect to Go2Net,
Inc.
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.
VULCAN VENTURES INCORPORATED
November 29, 1999
By: /s/ William Savoy
______________________________________
William Savoy, Vice President
-7-
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CUSIP NO. 591596 10 1 13D PAGE 8 OF 10 PAGES
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Item 3. Source and Amount of Funds or Other Consideration.
- ------ --------------------------------------------------
Item 3 of the Schedule 13D as heretofore amended is hereby amended
further by adding the following:
On November 15, 1999, Vulcan Ventures completed its purchase of
30,000,000 shares of the Series A2 Preferred Stock of the Issuer (the "Series A2
Preferred") from the Issuer pursuant to a Preferred Stock Purchase Agreement
dated as of June 20, 1999 between the Issuer, MCI WorldCom, Inc. ("MCI
WorldCom") and Vulcan Ventures (the "Preferred Stock Purchase Agreement"), as
described in Item 3 of this Amendment No. 6 to Schedule 13D regarding Vulcan
Ventures.
Item 4. Purpose of Transaction.
- ------ ----------------------
Item 4 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
Mr. Allen, directly and through Vulcan Ventures, acquired beneficial
ownership of his shares of the Issuer for investment purposes. Through Vulcan
Ventures, he acquired beneficial ownership of his shares of the Issuer's Series
A2 Preferred because MCI WorldCom conditioned its purchase of $300,000,000 in
liquidation preference of the Series A1 Preferred Stock of the Issuer (the
"Series A1 Preferred") pursuant to the Preferred Stock Purchase Agreement on
Vulcan Ventures making a comparable investment in the Series A2 Preferred.
Except as set forth in this statement, Mr. Allen has no present plan or
proposal that relates to or would result in (i) the acquisition of additional
securities or the disposition of securities of the Issuer by any person, (ii) an
extraordinary corporate transaction, such as a merger, reorganization,
liquidation, or sale or transfer of a material amount of assets involving the
Issuer or any of its subsidiaries, (iii) any change in the Issuer's present
Board of Directors or management, (iv) any material change in the Issuer's
present capitalization or dividend policy or any other material change in the
Issuer's business or corporate structure, (v) any change in the Issuer's charter
or by-laws or other actions that may impede the acquisition of control of the
Issuer by any person, (vi) any change that would result in any class of the
Issuer's equity securities becoming eligible for termination of its registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended,
or to cease to be authorized to be quoted in Nasdaq, or (vii) any similar
action. However, Mr. Allen reserves the right to formulate plans or proposals
specified in clauses (i) through (vii) hereof.
Item 5. Interest in Securities of the Issuer.
- ------ ------------------------------------
Item 5 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
Paul G. Allen:
-------------
(a) Aggregate Number of Shares of Common Stock of the Issuer
Beneficially Owned: 39,146,745 (25,000 of which are held directly by Mr.
Allen, 9,121,745 of which are held by Vulcan Ventures and 30,000,000 of
which Vulcan Ventures has the right to acquire upon conversion of its
shares of Series A2 Preferred Stock)
Percentage of Common Stock of the Issuer Owned: 75.2% (based on
22,086,674 shares outstanding as of November 12, 1999, plus the shares of
common stock issuable upon conversion of the Series A2 Preferred). Without
conversion, Mr. Allen holds 9,146,745 shares of common stock (25,000 of
which he holds directly and 9,121,745 of which are held by Vulcan Ventures)
representing 41.4% of the voting shares outstanding.
(b) Sole Voting Power 39,146,745 (assuming conversion of the
Series A2 Preferred)
-8-
<PAGE>
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CUSIP NO. 591596 10 1 13D PAGE 9 OF 10 PAGES
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Sole Dispositive Power: 39,146,745 (assuming conversion of the
Series A2 Preferred)
Shared Voting Power -0-
Shared Dispositive Power: -0-
(c) No transactions in the class of securities reported on were
effected by Mr. Allen during the past sixty days except as
described above.
(d) Not applicable
(e) Not applicable
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
- ------ ---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
See a description of the contracts, arrangements, understandings or
relationships with respect to securities of the Issuer between Vulcan Ventures
and the Issuer under Item 6 of this Amendment No. 6 to Schedule 13D regarding
Vulcan Ventures.
ITEM 7. Material to be Filed as Exhibits.
- ------ --------------------------------
1. Preferred Stock Purchase Agreement dated as of June 20, 1999 between
the Issuer, MCI WorldCom, Inc. and Vulcan Ventures.*
2. Amended and Restated Registration Rights Agreement dated as of
November 15, 1999 between the Issuer, MCI WorldCom, Inc. and Vulcan Ventures.*
3. Customer Agreement between Alex. Brown & Sons Incorporated (now BT
Alex. Brown Incorporated) and Paul G. Allen.**
* Incorporated by reference to Exhibit 99.1 to the Issuer's Current Report on
Form 8-K dated July 9, 1999.
** Incorporated by reference to Exhibit (b)(1) to the Schedule 14D-1 and
Schedule 13D filed March 19, 1999 by Vulcan Ventures with respect to Go2Net,
Inc.
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.
/s/ Paul G. Allen
November 29, 1999 ____________________________
Paul G. Allen
-9-
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CUSIP NO. 591596 10 1 13D PAGE 10 OF 10 PAGES
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EXHIBITS
--------
1. Preferred Stock Purchase Agreement dated as of June 20, 1999 between
the Issuer, MCI WorldCom, Inc. and Vulcan Ventures.*
2. Amended and Restated Registration Rights Agreement dated as of
November 15, 1999 between the Issuer, MCI WorldCom, Inc. and Vulcan Ventures.*
3. Customer Agreement between Alex. Brown & Sons Incorporated (now BT
Alex. Brown Incorporated) and Paul G. Allen.**
* Incorporated by reference to Exhibit 99.1 to the Issuer's Current Report on
Form 8-K dated July 9, 1999.
** Incorporated by reference to Exhibit (b)(1) to the Schedule 14D-1 and
Schedule 13D filed March 19, 1999 by Vulcan Ventures with respect to Go2Net,
Inc.
-10-
