<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(AMENDMENT NO. _____)(1)
PREVIEW TRAVEL, INC.
- ------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK
- ------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
0001047121
- ------------------------------------------------------------------------------
(CUSIP NUMBER)
- -----------------------
(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 in 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 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>
CUSIP NO. 0001047121 13G Page 2 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
KLEINER PERKINS CAUFIELD & BYERS VII, L.P., A CALIFORNIA
LIMITED PARTNERSHIP ("KPCB VII") 94-3201863
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA LIMITED PARTNERSHIP
5 SOLE VOTING POWER
NUMBER -0-
OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,230,626
OWNED BY
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
8 SHARED DISPOSITIVE POWER
1,230,626
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,230,626
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0001047121 13G Page 3 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
KPCB VII ASSOCIATES, L.P., A CALIFORNIA
LIMITED PARTNERSHIP ("KPCB VII ASSOCIATES") 94-3203783
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA LIMITED PARTNERSHIP
5 SOLE VOTING POWER
NUMBER -0-
OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,231,419 SHARES OF WHICH 1,230,626 SHARES
OWNED BY DIRECTLY HELD BY KPCB VII AND 793 SHARES ARE
REPORTING DIRECTLY HELD BY KPCB INFORMATION SCIENCES
PERSON ZAIBATSU FUND II, L.P., A CALIFORNIA LIMITED
WITH PARTNERSHIP ("KPCB ZF II"). KPCB VII
ASSOCIATES IS THE GENERAL PARTNER OF KPCB VII
AND KPCB ZF II.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
1,231,419 SHARES OF WHICH 1,230,626 SHARES
DIRECTLY HELD BY KPCB VII AND 793 SHARES ARE
DIRECTLY HELD BY KPCB ZF II. KPCB VII
ASSOCIATES IS THE GENERAL PARTNER OF KPCB VII
AND KPCB ZF II.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,231,419
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0001047121 13G Page 4 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
BROOK BYERS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5 SOLE VOTING POWER
NUMBER -0-
OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,231,419 SHARES OF WHICH 1,230,626 SHARES ARE
OWNED BY DIRECTLY HELD BY KPCB VII AND 793 SHARES ARE
REPORTING DIRECTLY HELD BY KPCB ZF II. KPCB VII
PERSON ASSOCIATES IS THE GENERAL PARTNER OF KPCB VII
WITH AND KPCB ZF II. MR. BYERS IS A GENERAL PARTNER
OF KPCB VII ASSOCIATES. MR. BYERS DISCLAIMS
BENEFICIAL OWNERSHIP OF THE SHARES HELD
DIRECTLY BY KPCB VII AND KPCB ZF II.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
1,231,419 SHARES OF WHICH 1,230,626 SHARES ARE
DIRECTLY HELD BY KPCB VII AND 793 SHARES ARE
DIRECTLY HELD BY KPCB ZF II. KPCB VII
ASSOCIATES IS THE GENERAL PARTNER OF KPCB VII
AND KPCB ZF II. MR. BYERS IS A GENERAL PARTNER
OF KPCB VII ASSOCIATES. MR. BYERS DISCLAIMS
BENEFICIAL OWNERSHIP OF THE SHARES HELD
DIRECTLY BY KPCB VII AND KPCB ZF II.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,231,419
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0001047121 13G Page 5 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
KEVIN COMPTON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5 SOLE VOTING POWER
NUMBER -0-
OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,231,419 SHARES OF WHICH 1,230,626 SHARES ARE
OWNED BY DIRECTLY HELD BY KPCB VII AND 793 SHARES ARE
REPORTING DIRECTLY HELD BY KPCB ZF II. KPCB VII
PERSON ASSOCIATES IS THE GENERAL PARTNER OF KPCB VII
WITH AND KPCB ZF II. MR. COMPTON IS A GENERAL
PARTNER OF KPCB VII ASSOCIATES. MR. COMPTON
DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES
HELD DIRECTLY BY KPCB VII AND KPCB ZF II.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
1,231,419 SHARES OF WHICH 1,230,626 SHARES ARE
DIRECTLY HELD BY KPCB VII AND 793 SHARES ARE
DIRECTLY HELD BY KPCB ZF II. KPCB VII
ASSOCIATES IS THE GENERAL PARTNER OF KPCB VII
AND KPCB ZF II. MR. COMPTON IS A GENERAL
PARTNER OF KPCB VII ASSOCIATES. MR. COMPTON
DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES
HELD DIRECTLY BY KPCB VII AND KPCB ZF II.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,231,419
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0001047121 13G Page 6 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
L. JOHN DOERR
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5 SOLE VOTING POWER
NUMBER -0-
OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,231,419 SHARES OF WHICH 1,230,626 SHARES ARE
OWNED BY DIRECTLY HELD BY KPCB VII AND 793 SHARES ARE
REPORTING DIRECTLY HELD BY KPCB ZF II. KPCB VII
PERSON ASSOCIATES IS THE GENERAL PARTNER OF KPCB VII
WITH AND KPCB ZF II. MR. DOERR IS A GENERAL PARTNER
OF KPCB VII ASSOCIATES. MR. DOERR DISCLAIMS
BENEFICIAL OWNERSHIP OF THE SHARES HELD
DIRECTLY BY KPCB VII AND KPCB ZF II.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
1,231,419 SHARES OF WHICH 1,230,626 SHARES ARE
DIRECTLY HELD BY KPCB VII AND 793 SHARES ARE
DIRECTLY HELD BY KPCB ZF II. KPCB VII
ASSOCIATES IS THE GENERAL PARTNER OF KPCB VII
AND KPCB ZF II. MR. DOERR IS A GENERAL PARTNER
OF KPCB VII ASSOCIATES. MR. DOERR DISCLAIMS
BENEFICIAL OWNERSHIP OF THE SHARES HELD
DIRECTLY BY KPCB VII AND KPCB ZF II.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,231,419
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0001047121 13G Page 7 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
WILLIAM R. HEARST III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5 SOLE VOTING POWER
NUMBER -0-
OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,231,419 SHARES OF WHICH 1,230,626 SHARES ARE
OWNED BY DIRECTLY HELD BY KPCB VII AND 793 SHARES ARE
REPORTING DIRECTLY HELD BY KPCB ZF II. KPCB VII
PERSON ASSOCIATES IS THE GENERAL PARTNER OF KPCB VII
WITH AND KPCB ZF II. MR. HEARST IS A GENERAL
PARTNER OF KPCB VII ASSOCIATES. MR. HEARST
DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES
HELD DIRECTLY BY KPCB VII AND KPCB ZF II.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
1,231,419 SHARES OF WHICH 1,230,626 SHARES ARE
DIRECTLY HELD BY KPCB VII AND 793 SHARES ARE
DIRECTLY HELD BY KPCB ZF II. KPCB VII
ASSOCIATES IS THE GENERAL PARTNER OF KPCB VII
AND KPCB ZF II. MR. HEARST IS A GENERAL
PARTNER OF KPCB VII ASSOCIATES. MR. HEARST
DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES
HELD DIRECTLY BY KPCB VII AND KPCB ZF II.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,231,419
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0001047121 13G Page 8 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
VINOD KHOSLA
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5 SOLE VOTING POWER
NUMBER -0-
OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,231,419 SHARES OF WHICH 1,230,626 SHARES ARE
OWNED BY DIRECTLY HELD BY KPCB VII AND 793 SHARES ARE
REPORTING DIRECTLY HELD BY KPCB ZF II. KPCB VII
PERSO ASSOCIATES IS A GENERAL PARTNER OF KPCB VII AND
WITH KPCB ZF II. MR. KHOSLA IS A GENERAL PARTNER OF
KPCB VII ASSOCIATES. MR. KHOSLA DISCLAIMS
BENEFICIAL OWNERSHIP OF THE SHARES HELD
DIRECTLY BY KPCB VII AND KPCB ZF II.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
1,231,419 SHARES OF WHICH 1,230,626 SHARES ARE
DIRECTLY HELD BY KPCB VII AND 793 SHARES ARE
DIRECTLY HELD BY KPCB ZF II. KPCB VII
ASSOCIATES IS A GENERAL PARTNER OF KPCB VII AND
KPCB ZF II. MR. KHOSLA IS THE GENERAL PARTNER
OF KPCB VII ASSOCIATES. MR. KHOSLA DISCLAIMS
BENEFICIAL OWNERSHIP OF THE SHARES HELD
DIRECTLY BY KPCB VII AND KPCB ZF II.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,231,419
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0001047121 13G Page 9 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
JOSEPH LACOB
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5 SOLE VOTING POWER
NUMBER -0-
OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,231,419 SHARES OF WHICH 1,230,626 SHARES ARE
OWNED BY DIRECTLY HELD BY KPCB VII AND 793 SHARES ARE
REPORTING DIRECTLY HELD BY KPCB ZF II. KPCB VII
PERSON ASSOCIATES IS THE GENERAL PARTNER OF KPCB VII
WITH AND KPCB ZF II. MR. LACOB IS A GENERAL
PARTNER OF KPCB VII ASSOCIATES. MR. LACOB
DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES
HELD DIRECTLY BY KPCB VII AND KPCB ZF II.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
1,231,419 SHARES OF WHICH 1,230,626 SHARES ARE
DIRECTLY HELD BY KPCB VII AND 793 SHARES ARE
DIRECTLY HELD BY KPCB ZF II. KPCB VII
ASSOCIATES IS THE GENERAL PARTNER OF KPCB VII
AND KPCB ZF II. MR. LACOB IS A GENERAL PARTNER
OF KPCB VII ASSOCIATES. MR. LACOB DISCLAIMS
BENEFICIAL OWNERSHIP OF THE SHARES HELD
DIRECTLY BY KPCB VII AND KPCB ZF II.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,231,419
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0001047121 13G Page 10 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
BERNARD LACROUTE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5 SOLE VOTING POWER
NUMBER -0-
OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,231,419 SHARES OF WHICH 1,230,626 SHARES ARE
OWNED BY DIRECTLY HELD BY KPCB VII AND 793 SHARES ARE
REPORTING DIRECTLY HELD BY KPCB ZF II. KPCB VII
PERSON ASSOCIATES IS THE GENERAL PARTNER OF KPCB VII
WITH AND KPCB ZF II. MR. LACROUTE IS A GENERAL
PARTNER OF KPCB VII ASSOCIATES. MR. LACROUTE
DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES
HELD DIRECTLY BY KPCB VII AND KPCB ZF II.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
1,231,419 SHARES OF WHICH 1,230,626 SHARES ARE
DIRECTLY HELD BY KPCB VII AND 793 SHARES ARE
DIRECTLY HELD BY KPCB ZF II. KPCB VII
ASSOCIATES IS THE GENERAL PARTNER OF KPCB VII
AND KPCB ZF II. MR. LACROUTE IS A GENERAL
PARTNER OF KPCB VII ASSOCIATES. MR. LACROUTE
DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES
HELD DIRECTLY BY KPCB VII AND KPCB ZF II.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,231,419
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0001047121 13G Page 11 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
JAMES LALLY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5 SOLE VOTING POWER
NUMBER -0-
OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,231,419 SHARES OF WHICH 1,230,626 SHARES ARE
OWNED BY DIRECTLY HELD BY KPCB VII AND 793 SHARES ARE
REPORTING DIRECTLY HELD BY KPCB ZF II. KPCB VII
PERSON ASSOCIATES IS THE GENERAL PARTNER OF KPCB VII
WITH AND KPCB ZF II. MR. LALLY IS A GENERAL PARTNER
OF KPCB VII ASSOCIATES. MR. LALLY DISCLAIMS
BENEFICIAL OWNERSHIP OF THE SHARES HELD
DIRECTLY BY KPCB VII AND KPCB ZF II.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
1,231,419 SHARES OF WHICH 1,230,626 SHARES ARE
DIRECTLY HELD BY KPCB VII AND 793 SHARES ARE
DIRECTLY HELD BY KPCB ZF II. KPCB VII
ASSOCIATES IS THE GENERAL PARTNER OF KPCB VII
AND KPCB ZF II. MR. LALLY IS A GENERAL PARTNER
OF KPCB VII ASSOCIATES. MR. LALLY DISCLAIMS
BENEFICIAL OWNERSHIP OF THE SHARES HELD
DIRECTLY BY KPCB VII AND KPCB ZF II.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,231,419
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0001047121 13G Page 12 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DOUGLAS MACKENZIE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5 SOLE VOTING POWER
NUMBER -0-
OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,231,419 SHARES OF WHICH 1,230,626 SHARES ARE
OWNED BY DIRECTLY HELD BY KPCB VII AND 793 SHARES ARE
REPORTING DIRECTLY HELD BY KPCB ZF II. KPCB VII
PERSON ASSOCIATES IS THE GENERAL PARTNER OF KPCB VII
WITH AND KPCB ZF II. MR. MACKENZIE IS A GENERAL
PARTNER OF KPCB VII ASSOCIATES. MR. MACKENZIE
DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES
HELD DIRECTLY BY KPCB VII AND KPCB ZF II.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
1,231,419 SHARES OF WHICH 1,230,626 SHARES ARE
DIRECTLY HELD BY KPCB VII AND 793 SHARES ARE
DIRECTLY HELD BY KPCB ZF II. KPCB VII
ASSOCIATES IS THE GENERAL PARTNER OF KPCB VII
AND KPCB ZF II. MR. MACKENZIE IS A GENERAL
PARTNER OF KPCB VII ASSOCIATES. MR. MACKENZIE
DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES
HELD DIRECTLY BY KPCB VII AND KPCB ZF II.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,231,491
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0001047121 13G Page 13 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
E. FLOYD KVAMME
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
5 SOLE VOTING POWER
NUMBER -0-
OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,231,419 SHARES OF WHICH 1,230,626 SHARES ARE
OWNED BY DIRECTLY HELD BY KPCB VII AND 793 SHARES ARE
REPORTING DIRECTLY HELD BY KPCB ZF II. KPCB VII
PERSON ASSOCIATES IS THE GENERAL PARTNER OF KPCB VII
WITH AND KPCB ZF II. MR. KVAMME IS A GENERAL
PARTNER OF KPCB VII ASSOCIATES. MR. KVAMME
DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES
HELD DIRECTLY BY KPCB VII AND KPCB ZF II.
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
1,231,419 SHARES OF WHICH 1,230,626 SHARES ARE
DIRECTLY HELD BY KPCB VII AND 793 SHARES ARE
DIRECTLY HELD BY KPCB ZF II. KPCB VII
ASSOCIATES IS THE GENERAL PARTNER OF KPCB VII
AND KPCB ZF II. MR. KVAMME IS A GENERAL
PARTNER OF KPCB VII ASSOCIATES. MR. KVAMME
DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES
HELD DIRECTLY BY KPCB VII AND KPCB ZF II.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,231,419
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 14 of 20 Pages
ITEM 1(a) NAME OF ISSUER:
Preview Travel, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
747 Front Street
San Francisco, CA 94111
ITEM 2(a)-(c) NAME, ADDRESS AND CITIZENSHIP OF PERSONS FILING:
This statement is being filed by KPCB VII Associates, whose
principal business address is 2750 Sand Hill Road, Menlo Park,
California 94025. The names and business addresses and
citizenships of all the general partners of KPCB VII
Associates are set forth on Exhibit B hereto.
KPCB VII Associates is general partner to KPCB VII and KPCB ZF
II. With respect to KPCB VII Associates, this statement
relates only to KPCB VII Associates. The shares are held
directly by KPCB VII and KPCB ZF II, and KPCB VII Associates
does not directly or otherwise hold any shares. Management of
the business affairs of KPCB VII Associates, including
decisions respecting disposition and/or voting of the Shares,
is by majority decision of the general partners of KPCB VII
Associates, each of whom disclaims beneficial ownership of the
Shares.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e) CUSIP NUMBER:
0001047121
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
ITEM 4. OWNERSHIP.
See items 5-11 of cover sheets hereto.
<PAGE>
Page 15 of 20 Pages
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Under certain circumstances set forth in the limited
partnership agreements of KPCB VII and KPCB ZF II, the general
and limited partners of such entities may have the right to
receive dividends on, or the proceeds from the sale of the
Shares of Preview Travel, Inc. held by such entity. No such
partner's rights relate to more than five percent of the class.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
ITEM 10. CERTIFICATION.
Not Applicable
<PAGE>
Page 16 of 20 Pages
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.
Date: February 10, 1998
BROOK H. BYERS KPCB VII ASSOCIATES, L.P., A
KEVIN R. COMPTON CALIFORNIA LIMITED PARTNERSHIP
L. JOHN DOERR
WILLIAM R. HEARST III
VINOD KHOSLA
E. FLOYD KVAMME By: /s/ Kevin R. Compton
JOSEPH S. LACOB ---------------------------
BERNARD J. LACROUTE A General Partner
JAMES P. LALLY
DOUGLAS P. MACKENZIE KLEINER PERKINS CAUFIELD &
BYERS VII, L.P., A CALIFORNIA
LIMITED PARTNERSHIP
By: /s/ Michael S. Curry
------------------------------------
Michael S. Curry By KPCB VII Associates, L.P.,
Attorney-in-Fact a California Limited
Partnership, its General
Partner
By: /s/ Kevin R. Compton
---------------------------
A General Partner
<PAGE>
Page 17 of 20 Pages
<TABLE>
<CAPTION>
EXHIBIT INDEX
Found on
Sequentially
Exhibit Numbered Page
- ------- -------------
<S> <C>
Exhibit A: Agreement of Joint Filing 18
Exhibit B: List of General Partners of KPCB VII Associates 19
</TABLE>
<PAGE>
Page 18 of 20 Pages
EXHIBIT A
AGREEMENT OF JOINT FILING
The undersigned hereby agree that they are filing jointly pursuant to
Rule 13d-1 of the Act the amended statement dated February 10, 1998, containing
the information required by Schedule 13G, for the Shares of Preview Travel,
Inc., held by Kleiner Perkins Caufield & Byers VII, L.P., a California limited
partnership, and with respect to the general partners, such other holdings as
may be reported therein.
Date: February 10, 1998
BROOK H. BYERS
KEVIN R. COMPTON KPCB VII ASSOCIATES, A
L. JOHN DOERR CALIFORNIA LIMITED PARTNERSHIP
WILLIAM R. HEARST III
VINOD KHOSLA
E. FLOYD KVAMME
JOSEPH S. LACOB By: /s/ Kevin R. Compton
BERNARD J. LACROUTE ----------------------------------
JAMES P. LALLY A General Partner
DOUGLAS P. MACKENZIE
By: /s/ Michael S. Curry KLEINER PERKINS CAUFIELD &
------------------------------ BYERS VII, L.P., A CALIFORNIA
Michael S. Curry LIMITED PARTNERSHIP
Attorney-in-Fact
By KPCB VII Associates, L.P.,
a California Limited
Partnership, its General
Partner
By: /s/ Kevin R. Compton
----------------------------------
A General Partner
<PAGE>
Page 19 of 20 Pages
EXHIBIT B
GENERAL PARTNERS OF
KPCB VII ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP
Set forth below, with respect to each general partner of KPCB VII
Associates, is the following: (a) name; (b) business address; and (c)
citizenship.
1. (a) Brook H. Byers
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
2. (a) Kevin R. Compton
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
3. (a) L. John Doerr
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
4. (a) William R. Hearst III
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
5. (a) Vinod Khosla
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
<PAGE>
Page 20 of 20 Pages
6. (a) E. Floyd Kvamme
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
7. (a) Joseph S. Lacob
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
8. (a) Bernard J. Lacroute
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
9. (a) James P. Lally
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
10. (a) Douglas P. MacKenzie
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
