- ------------------------ -----------------------
CUSIP NO. 984332-10-6 13D PAGE 1 OF 17 PAGES
- ------------------------ -----------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
Yahoo! Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.00017 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
984332-10-6
- --------------------------------------------------------------------------------
(CUSIP Number)
RONALD 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
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 16, 1999
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
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 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).
- ------------------------ -----------------------
CUSIP NO. 984332-10-6 13D PAGE 2 OF 17 PAGES
- ------------------------ -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SOFTBANK America Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 56,265,128
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
56,265,128
REPORTING --------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,265,128
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC, CO
- --------------------------------------------------------------------------------
- ------------------------ -----------------------
CUSIP NO. 984332-10-6 13D PAGE 3 OF 17 PAGES
- ------------------------ -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SOFTBANK Holdings Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 56,265,128
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
56,265,128
REPORTING --------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,265,128
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC, CO
- --------------------------------------------------------------------------------
- ------------------------ -----------------------
CUSIP NO. 984332-10-6 13D PAGE 4 OF 17 PAGES
- ------------------------ -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SOFTBANK Corp.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 56,370,628
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
56,370,628
REPORTING --------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,370,628
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC, CO
- --------------------------------------------------------------------------------
- ------------------------ -----------------------
CUSIP NO. 984332-10-6 13D PAGE 5 OF 17 PAGES
- ------------------------ -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Masayoshi Son
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 56,370,628
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
56,370,628
REPORTING --------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,370,628
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
CUSIP NO. 984332-10-6 PAGE 6 OF 17 PAGES
Mr. Masayoshi Son, a Japanese citizen, SOFTBANK Corp., a Japanese
corporation ("SOFTBANK"), SOFTBANK Holdings Inc., a Delaware corporation
("SBH"), and SOFTBANK America Inc., a Delaware corporation ("SB America" and,
together with Mr. Son, SOFTBANK and SBH, the "Reporting Persons"), hereby amend
and restate the report on Schedule 13D filed July 27, 1998 (the "Original 13D"),
as amended on January 12, 1999 and February 17, 1999, with respect to the Common
Stock, par value $0.00017 per share (the "Common Stock"), of Yahoo! Inc., a
California corporation (the "Issuer"), beneficially owned by them.
Item 1. Security and Issuer.
-------------------
This amendment to and restatement of Schedule 13D (this "Statement")
relates to the Common Stock. The principal executive offices of the Issuer are
located at 3420 Central Expressway, Suite 201, Santa Clara, California 95051.
Item 2. Identity and Background.
------------------------
SB America, a Delaware corporation, is a wholly owned subsidiary of
SBH, a Delaware corporation. SBH is a wholly owned subsidiary of SOFTBANK, a
Japanese corporation. As of December 31, 1998, Mr. Son, a Japanese citizen,
owned, directly or indirectly, an approximate 43.3% interest in SOFTBANK.
Mr. Son's principal occupation is president and chief executive officer
of SOFTBANK and his business address is c/o SOFTBANK Corp., 24-1
Nihonbashi-Hakozakicho, Chuo-Ku, Tokyo 103-8501, Japan. SOFTBANK's principal
businesses include the provision of information and distribution services and
infrastructure for the digital information industry, the distribution of
computer software and network products and the publication of Japanese computer
technology magazines. The principal business of SBH and SB America is to serve
as holding companies for operations and investments of SOFTBANK.
None of the Reporting Persons, nor, to their best knowledge and belief,
any of their respective executive officers or directors, has during the last
five years been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding 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.
Annexes A-1, A-2 and A-3 hereto set forth the business address of SB
America, SBH and SOFTBANK, respectively, and with respect to each executive
officer
CUSIP NO. 984332-10-6 PAGE 7 OF 17 PAGES
and director of SB America, SBH and SOFTBANK, respectively, the following
information: (a) name, (b) residence or business address, (c) present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted and (d)
citizenship.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
After conversion of SBH's preferred stock upon completion of the
Issuer's initial public offering of securities pursuant to an effective
registration statement and prospectus dated April 12, 1996, SBH held 9,515,228
shares of Common Stock. After a 3-for-2 stock split effective August 11, 1997,
SBH held 14,272,842 shares of Common Stock.
On December 31, 1997, SBH entered into a Stock Purchase Agreement with
GeoCities Inc., a California corporation ("GeoCities"), the Issuer and Sellers
(as defined therein) (the "GeoCities Stock Purchase Agreement") which was filed
as an exhibit to the Registration Statement on Form S-1 dated July 21, 1998
filed by GeoCities. The GeoCities Stock Purchase Agreement is incorporated by
reference into this Item 3. Pursuant to the GeoCities Stock Purchase Agreement,
SBH exchanged 350,000 shares of Common Stock for 600,000 shares of common stock,
par value $0.0005 per share, of GeoCities. Pursuant to a Registration Statement
on Form S-3 dated January 8, 1998, SBH sold 150,000 shares of Common Stock on
January 21, 1998 and 320,000 shares of Common Stock on January 26, 1998 to fund
second and third purchases of GeoCities common stock.
On July 7, 1998, pursuant to a Stock Purchase Agreement dated as of
even date therewith between the Issuer and SBH, SBH purchased 1,363,440 shares
of Common Stock for approximately $250 million. SBH used its net working capital
to fund this acquisition. After a 2-for-1 stock split effective July 31, 1998,
SBH owned 29,632,564 shares of Common Stock.
On October 20, 1998 the Issuer merged with Yoyodyne Entertainment Inc.,
a Delaware corporation ("Yoyodyne") pursuant to an Agreement and Plan of Merger
dated as of October 9, 1998. SOFTBANK Ventures, Inc., a Japanese corporation
("SVI") all of the stock of which is owned by SOFTBANK, owned 1,306,000.8 shares
of Yoyodyne class A preferred stock and warrants to purchase 218,117 shares of
Yoyodyne common stock. In connection with the merger, SVI received, in exchange
for its Yoyodyne stock, a total of 45,751 shares of Common Stock and warrants
expiring September 30, 2007 to purchase 6,999 shares of Common Stock at $0.31
per share. SVI acquired these shares and warrants as the "operating principal"
under a "silent partnership
CUSIP NO. 984332-10-6 PAGE 8 OF 17 PAGES
agreement" (a so-called tokumei kumiai keiyaku) under Japanese law. SOFTBANK as
owner of SVI has voting power and dispositive power over the securities owned by
SVI.
On December 31, 1998, pursuant to a subscription agreement, SBH
contributed, among other things, 29,632,564 shares of Common Stock to SB
America.
On February 5, 1999, the Issuer effected a two-for-one stock split
pursuant to which SB America and SVI received one additional share of Common
Stock for each share held on the record date of January 22, 1999.
On February 16, 1999, SB America sold 1,282,889 shares of Common Stock
through Goldman, Sachs & Co., who acted on an agency basis for the account of SB
America, in brokers' transactions at various market prices for aggregate gross
proceeds (before deduction of brokers' commissions) of approximately
$183,438,000. In addition, SB America sold 1,717,111 shares to Goldman, Sachs &
Co. in a block trade sale at $134 per share.
On March 4, 1999, SVI exercised the warrants and received 13,998 shares
of Common Stock for $2,169.69, increasing its holdings to 105,500 shares of
Common Stock. SVI used its own funds for this purpose.
Except as described above, none of the persons listed in the Annexes
hereto contributed any funds or other consideration towards the purchase of the
Common Stock.
Item 4. Purpose of the Transaction.
---------------------------
Each Reporting Person expects to evaluate on an ongoing basis the
Issuer's financial condition, business operations and prospects, market price of
the Common Stock, conditions in securities markets generally, general economic
and industry conditions and other factors. Accordingly, each Reporting Person
reserves the right to change its plans and intentions at any time, as it deems
appropriate. In particular, each Reporting Person may, at any time and from time
to time: acquire additional Common Stock or securities convertible or
exchangeable for Common Stock; dispose of shares of Common Stock; and/or enter
into privately negotiated derivative transactions with institutional
counterparties to hedge the market risk of some or all of its positions in the
Common Stock. Any such transactions may be effected at any time and from time to
time subject to any applicable limitations of the Securities Act of 1933, as
amended (the "Securities Act"), and the contractual restrictions described in
Item 6. To the knowledge of each Reporting Person, each of the persons listed on
Annex A-1, Annex A-2 and A-3 hereto may make the same evaluation and reserves
the same rights.
CUSIP NO. 984332-10-6 PAGE 9 OF 17 PAGES
As of the date of the filing of this statement, none of the Reporting
Persons, nor, to their best knowledge and belief, any of their respective
executive officers or directors, has any other plan or proposal which relates to
or would result in any of the actions set forth in parts (a) through (j) of Item
4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
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 February 15, 1999 communicated to the Reporting Persons by the Issuer (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, 56,265,128 shares of Common Stock, representing approximately 28.1% of
the outstanding Common Stock. In addition, SVI may be regarded as beneficially
owning the 105,500 shares of Common Stock owned by the silent partnership in
that it has voting power and investment power over these shares, and SOFTBANK
and Mr. Son may be deemed to beneficially own these securities indirectly by
virtue of his indirect ownership of SVI. Mr. Son's total beneficial ownership
represents approximately 28.1% of the outstanding Common Stock.
Except as described in this Statement, neither SVI nor any of the
Reporting Persons, nor, to the best knowledge and belief of the Reporting
Persons, any of their respective executive officers or directors beneficially
owns any other Common Stock or securities convertible into Common Stock.
Each Reporting Person may be regarded as having the power to vote or
direct the vote and to dispose or direct the disposition of the Common Stock
beneficially owned by such Reporting Person as indicated in pages 2 through 6
above.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
- ------------------------------------------------------------------------------
Pursuant to a Standstill and Voting Agreement dated as of March 12,
1996, between the Issuer and SBH, which is filed as an exhibit to this Statement
and incorporated by reference into this Item 6, SBH is prohibited from
purchasing additional shares of the Issuer's capital stock without the written
consent of a majority of the Issuer's Board of Directors if such purchase would
result in SBH owning more than 35% of the Issuer's capital stock (assuming the
exercise of all outstanding options and
CUSIP NO. 984332-10-6 PAGE 10 OF 17 PAGES
warrants to purchase capital stock). The restrictions terminate on March 12,
2001 or earlier in the event that the Issuer's founders, David Filo and Jerry
Yang, own beneficially less than 2,500,000 shares of the Issuer's Common Stock,
in the aggregate. Also, SBH's maximum permitted percentage ownership increases
to 49.5% of the Issuer's capital stock (excluding options and warrant to
purchase capital stock) in the event that Messrs. Filo and Yang beneficially own
in the aggregate less than 4,000,000 shares of Common Stock. The agreements also
prohibit SBH from disposing of shares representing more than 5% of the Issuer's
capital stock without approval of the Issuer's Board of Directors (other than in
public market sales under Rule 144 or pursuant to a registration statement filed
by the Issuer).
The Purchasers (including, as defined therein, SBH) and the Issuer
entered into a Second Amended and Restated Investor Rights Agreement, dated as
of March 12, 1996 (the "Investor Rights Agreement"), which is filed as an
exhibit to this Statement and incorporated by reference into this Item 6. The
Investor Rights Agreement provides SBH with the right to require the Issuer to
register any or all of the Common Stock held by it in a public offering pursuant
to the Securities Act. Such registration is subject to the right of the Issuer
to delay any exercise by SBH of this right for a period of up to 180 days if, in
the Issuer's judgment, the Issuer or any financing, acquisition, corporate
reorganization or other material transaction by the Issuer or any of its
subsidiaries then being conducted or about to be conducted would be adversely
affected. Pursuant to the Investor Rights Agreement, SBH also has the right to
"piggyback" or include its Common Stock in any registration of Common Stock made
by the Issuer.
The Amendment to Second Amended and Restated Investor Rights Agreement
dated July 7, 1998 among the Issuer and the Purchasers (including, as defined
therein, SBH), which is filed as an exhibit to this Statement and incorporated
by reference into this Item 6, specifically included in the rights granted to
SBH under the Investor Rights Agreement the shares purchased pursuant to the
Stock Purchase Agreement dated July 7, 1998 between the Issuer and SBH which was
filed as an exhibit to the Original Schedule 13D and is incorporated by
reference into this Item 6.
In a Subscription Agreement, dated December 31, 1998, between SBH and
SB America, which is filed as an exhibit to this Statement and incorporated by
reference into this Item 6, SBH subscribed to 100 shares of Common Stock of SB
America for a purchase price of $10 per share. As an additional contribution to
capital, SBH assigned and transferred to SB America all of its right, title and
interest in, inter alia, the Common Stock, free and clear of all liens,
encumbrances, equities or claims.
The summary descriptions contained in this Statement of certain
agreements and documents are qualified in their entirety by reference to the
complete
CUSIP NO. 984332-10-6 PAGE 11 OF 17 PAGES
texts of such agreements and documents filed as exhibits hereto and incorporated
herein by reference.
Except as described in this Statement or in the exhibits hereto, none
of the Reporting Persons nor, to their best knowledge and belief, any of their
respective directors or executive officers, is a party to any other contract,
arrangement, understanding or relationship with respect to any securities of the
Issuer.
Item 7. Material to be filed as Exhibits.
---------------------------------
1. Second Amended and Restated Investor Rights Agreement, dated as of March
12, 1996, among Yahoo! Inc., and the Purchasers (as defined therein)
(incorporated by reference to Exhibit 1 to the Original Schedule 13D).
2. Stock Purchase Agreement, dated July 7, 1998 between the Issuer and
SOFTBANK Holdings, Inc. (incorporated by reference to Exhibit 2 to the
Original Schedule 13D).
3. Form 10-Q of Yahoo! Inc. filed on July 17, 1998 (incorporated by reference
to Exhibit 3 to the Original Schedule 13D).
4. Amendment to Second Amended and Restated Investor Rights Agreement, dated
as of July 7, 1998, between Yahoo! Inc. and the Holders (as defined
therein) (incorporated by reference to Exhibit 4 to the Original Schedule
13D).
5. Subscription agreement by SOFTBANK Holdings Inc. to SOFTBANK America Inc.
dated December 31, 1998 (incorporated by reference to Exhibit 5 to the
Original Schedule 13D).
6. Joint Filing Agreement (incorporated by reference to Exhibit 6 to the
Original Schedule 13D).
7. Stock Purchase Agreement, dated as of December 31, 1997, among GeoCities,
the Issuer and SBH and Sellers (as defined therein) (incorporated by
reference to Exhibit 10.24 to the Form S-1 dated July 21, 1998 filed by
GeoCities).
8. Agreement and Plan of Merger dated as of October 9, 1998, among the
Issuer, YO Acquisition Corp. and Yoyodyne (incorporated by reference to
Exhibit 8 to the Original Schedule 13D).
CUSIP NO. 984332-10-6 PAGE 12 OF 17 PAGES
9. Standstill and Voting Agreement dated as of March 12, 1996, between the
Issuer and SBH (incorporated by reference to Exhibit 9 to the Original
Schedule 13D).
10. Power of Attorney (incorporated by reference to Exhibit 24 to the
Statement on Schedule 13G filed by SOFTBANK, Mr. Son and SVI on February
18, 1998 with respect to Concentric Network Corporation).
CUSIP NO. 984332-10-6 PAGE 13 OF 17 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 10, 1999
SOFTBANK AMERICA INC.
By: /s/ Stephen A. Grant
----------------------
Assistant Secretary
SOFTBANK HOLDINGS INC.
By: /s/ Stephen A. Grant
----------------------
Secretary
SOFTBANK CORP.
By: /s/ Stephen A. Grant
----------------------
Attorney-in-fact
MASAYOSHI SON
By: /s/ Stephen A. Grant
----------------------
Attorney-in-fact
CUSIP NO. 984332-10-6 PAGE 14 OF 17 PAGES
ANNEX A-1
---------
The name, position and present principal occupation of each director and
executive officer of SOFTBANK America Inc. are set forth below.
The business address for SB America and the executive officers and directors
listed below is SOFTBANK America Inc., 300 Delaware Avenue, Suite 900,
Wilmington, DE 19801.
All executive officers and directors listed below are United States citizens,
except Mr. Son, Hitoshi Hasegawa and Yoshitaka Kitao, who are citizens of Japan.
Name Position Present Principal Occupation
- ----------------- ----------------------- ------------------------------------
Masayoshi Son Chairman and Director President and Chief Executive
Officer of SOFTBANK Corp.
Yoshitaka Kitao Director Executive Vice President and
Chief Financial Officer of
SOFTBANK Corp.
Ronald Fisher Vice Chairman and Vice Chairman of SOFTBANK
Director Holdings Inc.
Steven Murray Treasurer Controller of SOFTBANK
Holdings Inc.
Hitoshi Hasegawa Secretary General Counsel of SOFTBANK
Corp.
CUSIP NO. 984332-10-6 PAGE 15 OF 17 PAGES
ANNEX A-2
---------
The name, position and present principal occupation of each director and
executive officer of SOFTBANK Holdings Inc. are set forth below.
The business address of SOFTBANK Holdings Inc. and the executive officers and
directors listed below is SOFTBANK Holdings., 10 Langley Road, Suite 403, Newton
Center, MA 02159. The principal business addresses of STV IV LLC, Ziff-Davis,
Inc. and Sullivan & Cromwell are: STV IV LLC, 333 W. San Carlos Street, Suite
1225, San Jose, CA 95110; Ziff-Davis Inc., One Park Avenue, New York, New York
10016; and Sullivan & Cromwell, 125 Broad Street, New York, New York 10004.
All executive officers and directors listed below are United States citizens,
except Mr. Son and Yoshitaka Kitao, who are citizens of Japan.
Name Position Present Principal Occupation
- ----------------- ----------------------- ------------------------------------
Masayoshi Son Chairman and Director President and Chief Executive
Officer of SOFTBANK Corp.
Yoshitaka Kitao Director Executive Vice President and
Chief Financial Officer of
SOFTBANK Corp.
Ronald Fisher Vice Chairman and Vice Chairman of SOFTBANK
Director Holdings Inc.
Gary Reischel Senior Vice President Executive Managing Director,
STV IV LLC
Stephen A. Grant Secretary Partner, Sullivan & Cromwell
Thomas L. Wright Vice President and Treasurer of Ziff-Davis Inc.
Treasurer
Louis DeMarco Vice President - Tax Vice President - Tax
Charles R. Lax Vice President Managing Director, STV IV LLC
CUSIP NO. 984332-10-6 PAGE 16 OF 17 PAGES
ANNEX A-3
---------
The name, position and present principal occupation of each director and
executive officer of SOFTBANK Corp. are set forth below.
The business address of SOFTBANK Corp. and the executive officers and directors
listed below is SOFTBANK Corp., 24-1 Nihonbashi-Hakozakicho, Chuo-Ku, Tokyo
103-8501, Japan. The addresses of PASONA SOFTBANK Inc., Yahoo Japan Corporation
and Heiwa Corporation are: PASONA SOFTBANK Inc., Shinjuku Mines Tower 28F, 2-1-1
Yoyogi, Sibuyaku-ku, Tokyo 151-8517; Yahoo Japan Corporation, 3-42-3,
Nihonbashi-Hamcho, Chuo-ku, Tokyo 103 Japan; and Heiwa Corporation, 2-3014-8
Hirosawa-cho, Kiryu, Gunma 376, Japan.
All executive officers and directors listed below are Japanese citizens, except
Ronald Fisher and Eric Hippeau, who are citizens of the United States.
Name Position Present Principal Occupation
- ------------------ --------------------------- -------------------------------
Masayoshi Son President, Chief Executive President and Chief Executive
Officer and Director Officer of SOFTBANK Corp.
Yoshitaka Kitao Executive Vice President, Executive Vice President and
Chief Financial Officer and Chief Financial Officer of
Director SOFTBANK Corp.
Ken Miyauchi Executive Vice President, Executive Vice President,
Software & Network Software & Network Products
Products Division and Division of SOFTBANK Corp.
Director
Makoto Okazaki Executive Vice President, Executive Vice President,
Publishing Division and Publishing Division of
Director SOFTBANK Corp.
Norikazu Ishikawa Executive Vice President, Executive Vice President, Human
Human Resources & Resources & General Affairs
General Affairs Division Division of SOFTBANK Corp.
and Director
CUSIP NO. 984332-10-6 PAGE 17 OF 17 PAGES
Name Position Present Principal Occupation
- ------------------ --------------------------- -------------------------------
Takashi Eguchi Director President, Chief Executive
Officer of PASONA SOFTBANK Inc.
Masahiro Inoue Director President, Chief Executive
Officer of Yahoo Japan
Corporation
Ronald Fisher Director Vice Chairman of SOFTBANK
Holdings Inc.
Eric Hippeau Director Chairman and Chief Executive
Officer, Ziff-Davis Inc.
Mitsuo Sano Full-Time Full-Time Corporate Auditor of
CorporateAuditor SOFTBANK Corp.
Katsura Sato Corporate Auditor Corporate Auditor of
SOFTBANK Corp.
Saburo Kobayashi Corporate Auditor Full-Time Corporate Auditor of
Heiwa Corporation
Hidekazu Kubokawa Corporate Auditor Certified Public Accountant,
Licensed Tax Accountant