-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jep15jHPSub1DxrG9AQ87tbYTCJfDYdaA2rrkgXXmXTt+2eRISFE2lSB9pNaNYeo Qt8O1UsGwFlvYfyIMS6AwA== 0000891836-99-000174.txt : 19990311 0000891836-99-000174.hdr.sgml : 19990311 ACCESSION NUMBER: 0000891836-99-000174 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990310 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZIFF DAVIS INC CENTRAL INDEX KEY: 0001055131 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 133987754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-55041 FILM NUMBER: 99561210 BUSINESS ADDRESS: STREET 1: ONE PARK AVE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2125033600 MAIL ADDRESS: STREET 1: ONE PARK AVE CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: ZD INC DATE OF NAME CHANGE: 19980210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOFTBANK CORP CENTRAL INDEX KEY: 0001065521 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 24-1 NIHONBASHI-HAKOZAKI-CHO CITY: CHUO-KU TOKYO 103 BUSINESS PHONE: 01181356428376 MAIL ADDRESS: STREET 1: 24-1, NIHONBASHI-HAKOZAKI-CHO CITY: CHUO-KU TOKYO 103 STATE: MO SC 13D/A 1 SCHEDULE 13D, AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (RULE 13D-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. 1) Ziff-Davis Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 989511-10-0 - ------------------------------------------------------------------------------- (CUSIP Number) RONALD D. 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) March 5, 1999 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) (Page 1 of 10 Pages) 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 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). (continued on following pages) CUSIP NO. 989511-10-0 13D PAGE 2 OF 10 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 00 - -------------------------------------------------------------------------------- 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 71,619,355 SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 71,619,355 REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,619,355 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC, CO - -------------------------------------------------------------------------------- CUSIP NO. 989511-10-0 13D PAGE 3 OF 10 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 71,620,000 SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 71,620,000 REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,620,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC, CO - -------------------------------------------------------------------------------- CUSIP NO. 989511-10-0 13D PAGE 4 OF 10 PAGES - ---------------------- ---------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS SOFTBANK Kingston Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - -------------------------------------------------------------------------------- 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 645 SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 645 REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 645 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .001% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC, CO - -------------------------------------------------------------------------------- CUSIP NO. 989511-10-0 13D PAGE 5 OF 10 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 71,620,000 SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 71,620,000 REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,620,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC, CO - -------------------------------------------------------------------------------- CUSIP NO. 989511-10-0 13D PAGE 6 OF 10 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 71,620,000 SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 71,620,000 REPORTING -------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,620,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- CUSIP NO. 989511-10-0 PAGE 7 OF 10 PAGES SB America, SBH, SKI, Softbank and Masayoshi Son hereby amend and supplement the statement on Schedule 13D originally filed by the Reporting Persons on January 11, 1999, with respect to the Common Stock of the Issuer. Item 4. Purpose of the Transaction. -------------------------- Item 4 is hereby amended and supplemented by incorporation of the following: On March 5, 1999, SKI sold 500,000 shares of Common Stock to a third party in a private placement transaction with Goldman, Sachs & Co., as placement agent. SKI received net proceeds of $14.875 per share, after payment of placement agent fees, for aggregate net proceeds of $7,437,500. Item 5. Interest in Securities of the Issuer. ------------------------------------ Item 5 is hereby amended and restated as follows: (a) 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 March 1, 1999 in the Issuer's Schedule 14A filed with the Securities and Exchange Commission on March 2, 1999 (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, 71,619,355 shares of Common Stock, representing approximately 71.6% of the shares of Common Stock reported to be outstanding as of March 1, 1999 (the "Outstanding Shares"). SKI beneficially owns and Softbank and Mr. Son may be deemed to beneficially own, 645 shares, representing approximately 0.001% of the Outstanding Shares. Softbank and Mr. Son may be deemed to beneficially own through SB America, SBH and SKI 71,620,000 shares, representing approximately 71.6% of the Outstanding Shares. Eric Hippeau, Director of Softbank, owns 10,000 shares of Common Stock directly and may be deemed to own 100 shares of Common Stock indirectly. Ronald D. Fisher, Vice Chairman and Director of SB America, Vice Chairman of SBH and Director of Softbank, may be deemed to beneficially own 5,000 shares of Common Stock CUSIP NO. 989511-10-0 PAGE 8 OF 10 PAGES indirectly. Thomas L. Wright, Vice President and Treasurer of SBH, owns 7,500 shares of Common Stock directly. Except as described in this Schedule 13D, none of the Reporting Persons, nor, to the best knowledge and belief of SB America, Softbank or SKI, any of their respective executive officers or directors, beneficially owns any Common Stock or securities convertible into Common Stock. (b) Each Reporting Person shares the power to vote or direct the vote and dispose or direct the disposition of the Common Stock beneficially owned by such Reporting Persons. (c) Except as described in this Schedule 13D, none of the Reporting Persons, nor, to the best knowledge and belief of SB America, SBH, SKI and Softbank, any of their respective executive officers or directors, has effected any transaction in the Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ------------------------------------------------------------- Item 6 is hereby amended and supplemented by incorporation of the following: On March 5, 1999, SKI entered into a letter agreement (the "GS Letter Agreement") with Goldman, Sachs & Co. pursuant to which Goldman, Sachs & Co. acted as placement agent for the sale of 500,000 shares of Common Stock to a third party in a private placement transaction described more fully in Item 4. All references to the GS Letter Agreement are qualified in their entirety by the full text of such document, a copy of which is attached as Exhibit 4 hereto and is incorporated by reference herein. See Items 4 and 7. CUSIP NO. 989511-10-0 PAGE 9 OF 10 PAGES Item 7. Material to be filed as Exhibits. -------------------------------- Item 7 is hereby amended and supplemented by the incorporation of the following: 4. Letter Agreement between SKI and Goldman, Sachs & Co. dated March 5, 1999. CUSIP NO. 989511-10-0 PAGE 10 OF 10 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 8, 1999 SOFTBANK AMERICA INC. By:/s/ Ronald D. Fisher -------------------------- Vice Chairman SOFTBANK HOLDINGS INC. By:/s/ Ronald D. Fisher -------------------------- Vice Chairman SOFTBANK KINGSTON INC. By:/s/ Ronald D. Fisher -------------------------- President SOFTBANK CORP. By:/s/ Masayoshi Son -------------------------- President MASAYOSHI SON /s/ Masayoshi Son -------------------------- Masayoshi Son EX-4 2 LETTER AGREEMENT BETWEEN SKI AND GS, DATED 3/5/99 EXHIBIT 4 [Letterhead of Goldman, Sachs & Co.] PERSONAL AND CONFIDENTIAL - ------------------------- March 5, 1999 SOFTBANK Kingston Inc. 10 Langley Road, Suite 403 Newton Center, Massachusetts 02459 Attention: Steve Murray Dear Mr. Murray: We are please to confirm the arrangements under which Goldman, Sachs & Co. (the "Agent") is exclusively authorized to act as placement agent for SOFTBANK Kingston Inc. (the "Company") in connection with the proposed private placement (in a "4(1 1/2) transaction") of up to 500,000 shares (the "Securities") of common stock, par value $.01 per share ("Common Stock"), of Ziff-Davis Inc. (the "Issuer"). The Company and the Agent further agree as follows: 1. Neither the Company nor any person acting on its behalf will, directly or indirectly (except through the Agent), sell or offer, or attempt to offer to dispose of, or solicit any offer to buy, or otherwise approach or negotiate in respect of, any of the Securities, and neither the Company nor any affiliate or any person acting on its or their behalf has heretofore done any of the foregoing. As used in this letter agreement, the terms "offer" and "sale" have the meanings specified in Section 2(3) of the United States Securities Act of 1933, as amended (the "Act"). 2. The Company represents and warrants that no offers and sales of securities of the same or similar class as the Securities have been made by the Company or on its behalf during the 6 month period ending with the date of this letter agreement except for the sale of 30,000 shares of Common Stock in a private placement to Donaldson Lufkin & Jenrette Securities Corporation in December 1998 (the "December Sale"). Neither the Company nor any other person acting on its behalf will, directly or indirectly, offer or sell any securities of the same or similar class as the Securities, or take any other action, so as to require, and the December Sale does not require, that the offer and sale of the Securities be registered under the Act. 3. The Company represents and warrants that it is not aware of any material non-public information concerning the Issuer, and the sale of the Securities will not constitute a violation by the Company of Rule 10b-5 under the Securities Exchange Act of 1934, as amended. 4. The Company and the Agent shall have the right to approve (a) every form of letter, circular, notice or other written communication from the Agent or the Company (or any other person acting on its behalf), respectively, sent to any offeree or purchaser in connection with the offer and sale of the Securities (other than trade confirmations) and (b) the persons to whom the Agent or the Company, respectively, sends any such communication. Neither the Company (nor any other person acting on its behalf) nor the Agent will offer or sell the Securities by any form of general solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under the Act. 5. The Agent will not offer the Securities to more than 20 offerees without the prior consent of the Company. The Agent will reasonably believe at the time of the offer of the Securities that each offeree is an "accredited investor", as that term is defined in Rule 501(a)(1)(2)(3) or (7) under the Act. Each of the Company and the Agent will reasonably believe at the time of the sale of the Securities that each purchaser ("Purchaser") of the Securities placed by the Agent is an "accredited investor", as so defined. 6. The Company agrees that each Purchaser will be required to execute and deliver to the Company and the Agent an original executed certificate in the form of Annex A hereto on or prior to the applicable Closing Date in order for such sale and purchase of Securities to be consummated. Such certificates shall be addressed to the Company and the Agent. 7. The Agent's total fee for services hereunder shall be ________, such fee to be earned upon any such sale and payable by the Company on the Closing Date for such sale. In addition to the foregoing compensation, the Company shall reimburse the Agent for any sales tax, use tax or similar taxes (including additions to such taxes, if any) arising in connection with any matter referred to in this letter. 8. The closing date (the "Closing Date") for any sale of Securities to a Purchaser shall be a date mutually agreed by the Company (acting in good faith) and such Purchaser. The obligation of the Company to close any such sale shall be subject to the condition that each of the Company and the Agent shall have received the certificate from such Purchaser referred to in Section 6 on or prior to the Closing Date for such sale. -2- 9. On the Closing Date for any sale of Securities to a Purchaser, the Company will deliver to such Purchaser a physical stock certificate representing the Securities purchased by such Purchaser, which stock certificate will contain the legend set forth in the form of certificate attached hereto as Annex A. On such Closing Date, against transfer of such stock certificate, the Purchaser will pay the purchase price for such Securities to such account as the Company shall specify. 10. In connection with engagements such as this, it is the policy of the Agent to receive indemnification. The Company agrees to the provisions with respect to the Agent's indemnity and other matters set forth in Annex B which is incorporated by reference into this letter agreement. 11. The Company understands that the Agent will be acting as the agent of the Company in the offering and sale of the Securities and agrees that in connection therewith the Agent will use its "best efforts" to place the Securities. This letter agreement shall not give rise to any expressed or implied commitment by the Agent to purchase or place any of the Securities. 12. The Company agrees promptly from time to time to rake such action as the Agent may reasonably request to qualify the Securities for offering and sale as a private placement under the securities laws of such States as the Agent may reasonably request and to comply with such laws so as to permit such offers and sales. Any applicable filings will be prepared by Sullivan & Cromwell, whose fees and disbursements in connection therewith shall be for the account of the Company. 13. The provisions of the second sentence of paragraph 7, and all paragraphs 10, 14 and 15 shall survive any termination of this letter agreement and the offering and sale of any of the Securities. 14. This authorization may be terminated by the Company or the Agent at any time with or without cause, effective upon receipt of written notice to that effect by the other party. The Agent shall be entitled to full fees pursuant to the first sentence of paragraph 7 of this letter agreement in the event that at any time prior to the expiration of a 6-month period following such termination the Company sells any Common Stock of the Issuer to any investor contacted by the Agent in connection with this letter agreement or any affiliate of such investor. 15. Neither this letter agreement nor any advice (written or oral) rendered by the Agent in connection with this letter agreement may be disclosed to any third party or circulated or referred to publicly by the Company without the prior written consent of the Agent. -3- 16. THIS LETTER AGREEMENT, INCLUDING ANNEX B HERETO, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. 17. This letter agreement may be executed by any of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Please confirm that the foregoing is in accordance with your understanding by signing and returning to us the enclosed duplicate of this letter agreement, which shall thereupon constitute a binding agreement as of the date set forth above. GOLDMAN, SACHS & CO. By: --------------------- Name: Title: Accepted and Agreed: SOFTBANK KINGSTON INC. By: --------------------- Name: Title: -4- -----END PRIVACY-ENHANCED MESSAGE-----