-----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, NDWeBDd5R141m+QwPrzZLAJt/WVxv6qoukT5+ujMvS47k7/1L2QzA0Fk0OhaD8aE +cVdrcynPDTEM6zMRmnsoA== 0000950123-04-000438.txt : 20040116 0000950123-04-000438.hdr.sgml : 20040116 20040116142008 ACCESSION NUMBER: 0000950123-04-000438 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040116 GROUP MEMBERS: COMMUNICATIONS DATA SERVICES, INC. GROUP MEMBERS: HEARST HOLDINGS, INC. GROUP MEMBERS: HEARST MAGAZINES PROPERTY, INC. GROUP MEMBERS: THE HEARST CORPORATION GROUP MEMBERS: THE HEARST FAMILY TRUST FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEARST COMMUNICATIONS INC CENTRAL INDEX KEY: 0001052747 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 959 EIGHTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: 959 8TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IVILLAGE INC CENTRAL INDEX KEY: 0001074767 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 133845162 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56097 FILM NUMBER: 04529400 BUSINESS ADDRESS: STREET 1: 500-512 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2126040963 MAIL ADDRESS: STREET 1: 500-512 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 SC 13D/A 1 y93316sc13dza.txt AMENDMENT NO. 4 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- SCHEDULE 13D (RULE 13d-101) 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. 4)* IVILLAGE INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 46588H105 (CUSIP Number) JODIE W. KING, ESQ. THE HEARST CORPORATION 959 EIGHTH AVENUE NEW YORK, NEW YORK 10019 (212) 649-2025 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) COPY TO: LAURENCE E. CRANCH, ESQ. CLIFFORD CHANCE US LLP 200 PARK AVENUE NEW YORK, NY 10166 (212) 878-8000 JANUARY 14, 2004 (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 is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. * 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 the 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 ("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) (Page 1 of 16 Pages) - ------------------- ------------------ CUSIP NO. 46588H105 13D PAGE 2 OF 16 PAGES - ------------------- ------------------ ================================================================================ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HEARST COMMUNICATIONS, INC. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCES OF FUNDS WC - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER -------------------------------------------------------- NUMBER OF 8. SHARED VOTING POWER SHARES 18,184,653 BENEFICIALLY OWNED BY -------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON WITH -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 18,184,653 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,184,653 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.2% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO ================================================================================ - ------------------- ------------------ CUSIP NO. 46588H105 13D PAGE 3 OF 16 PAGES - ------------------- ------------------ ================================================================================ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HEARST MAGAZINES PROPERTY, INC. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCES OF FUNDS WC WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION NEVADA - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER -------------------------------------------------------- NUMBER OF 8. SHARED VOTING POWER UNITS 18,184,653 BENEFICIALLY OWNED BY -------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON WITH -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 18,184,653 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,184,653 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.2% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO ================================================================================ - ------------------- ------------------ CUSIP NO. 46588H105 13D PAGE 4 OF 16 PAGES - ------------------- ------------------ ================================================================================ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) COMMUNICATIONS DATA SERVICES, INC. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCES OF FUNDS WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION IOWA - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER -------------------------------------------------------- NUMBER OF 8. SHARED VOTING POWER UNITS 18,184,653 BENEFICIALLY OWNED BY -------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON WITH -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 18,184,653 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,184,653 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.2% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO ================================================================================ - ------------------- ------------------ CUSIP NO. 46588H105 13D PAGE 5 OF 16 PAGES - ------------------- ------------------ ================================================================================ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HEARST HOLODINGS, INC. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCES OF FUNDS WC - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER -------------------------------------------------------- NUMBER OF 8. SHARED VOTING POWER UNITS 18,184,653 BENEFICIALLY OWNED BY -------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON WITH -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 18,184,653 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,184,653 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.2% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO ================================================================================ - ------------------- ------------------ CUSIP NO. 46588H105 13D PAGE 6 OF 16 PAGES - ------------------- ------------------ ================================================================================ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) THE HEARST CORPORATION - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCES OF FUNDS WC - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER -------------------------------------------------------- NUMBER OF 8. SHARED VOTING POWER UNITS 18,184,653 BENEFICIALLY OWNED BY -------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON WITH -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 18,184,653 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,184,653 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.2% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO ================================================================================ - ------------------- ------------------ CUSIP NO. 46588H105 13D PAGE 7 OF 16 PAGES - ------------------- ------------------ ================================================================================ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) THE HEARST FAMILY TRUST - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCES OF FUNDS WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER -------------------------------------------------------- NUMBER OF 8. SHARED VOTING POWER UNITS 18,184,653 BENEFICIALLY OWNED BY -------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON WITH -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 18,184,653 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,184,653 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.2% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON OO (testamentary trust) ================================================================================ SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. This Amendment No. 4 which relates to the shares of common stock, $0.01 par value per share (the "Common Stock"), of iVillage Inc., a Delaware corporation (the "Issuer"), supplements and amends the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on February 15, 2001 (the "Statement"), as amended by Amendment No. 1 filed on February 28, 2001, Amendment No. 2 filed on June 21, 2001, and Amendment No. 3 filed on June 22, 2001. The Issuer's principal executive offices are located at 500-512 Seventh Avenue, New York, New York 10018. ITEM 2. IDENTITY AND BACKGROUND. (a) - (c) This Amendment No. 4 is being filed jointly by Hearst Communications, Inc., a Delaware corporation ("Hearst Communications"), Hearst Magazines Property, Inc., a Nevada corporation ("Hearst Magazines"), Communications Data Services, Inc., an Iowa corporation ("CDS"), Hearst Holdings, Inc., a Delaware corporation ("Hearst Holdings"), The Hearst Corporation, a Delaware corporation ("Hearst"), and The Hearst Family Trust, a testamentary trust (the "Trust" and together with Hearst Communications, Hearst Magazines, CDS, Hearst Holdings and Hearst, the "Reporting Persons"). Hearst, together with its various subsidiaries, is one of the world's largest diversified communications companies, with interests in newspaper, magazine, television and radio broadcasting, cable network programming, newspaper features distribution, television production and distribution, and new media activities. All of Hearst's issued and outstanding common stock is owned by the Trust. The location of Hearst's principal offices is 959 Eighth Avenue, New York, New York 10019. The location of the Office of the Trust is 888 Seventh Avenue, New York, New York 10106. Hearst Holdings is a Delaware corporation and a wholly-owned subsidiary of Hearst. The principal executive offices of Hearst Holdings are located at 959 Eighth Avenue, New York, New York 10019. CDS is an Iowa corporation and a wholly-owned subsidiary of Hearst Holdings. The principal executive offices of CDS are located at 1901 Bell Avenue, Des Moines, Iowa 50315. Hearst Magazines is a Nevada corporation and a wholly-owned subsidiary of CDS. The principal executive offices of Hearst Magazines are located at 2 Sound View Drive, Greenwich, Connecticut 06830. Hearst Communications is a Delaware corporation and a subsidiary of Hearst Magazines and Hearst Holdings. The principal executive offices of Hearst Communications are located at 959 Eighth Avenue, New York, NY 10019. Schedule I hereto sets forth the name, business address, present principal occupation or employment of each of the directors and executive officers of Hearst, Hearst Holdings, CDS, Hearst Magazines, Hearst Communications and the Trustees of the Trust and the name, principal business and address of any corporation or other organization in which such employment is conducted. (d) - (e) During the last five years, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any of the persons listed on Schedule I hereto: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was 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 further violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Schedule I hereto sets forth the citizenship of each of the directors and executive officers of Hearst, Hearst Holdings, CDS, Hearst Magazines, Hearst Communications and the Trustees of the Trust. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS. The aggregate amount of funds used by Hearst Communications to acquire the shares of Common Stock reported in Item 5(c) was $20,656.95. Hearst Communications used its working capital to make such purchase. ITEM 4. PURPOSE OF TRANSACTION. As previously reported in Amendment No. 3 to the Statement on Schedule 13D, on June 22, 2001 the Issuer, Stanhope Acquisition Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Issuer ("Stan"), and Women.com Networks, Inc., a Delaware corporation ("WNI"), entered into an Agreement and Plan of Merger (the "Agreement and Plan of Merger"), providing for the acquisition by the Issuer of all outstanding shares of common stock, par value $0.001 per share of WNI (the "WNI Common Stock") (the "Merger"). On February 22, 2001 the Issuer, Stan and WNI entered into an Amendment No. 1 to the Agreement and Plan of Merger, and on April 27, 2001 they entered into an Amendment No. 2 to the Agreement and Plan of Merger (as so amended by such amendments, the "Amended Agreement and Plan of Merger"). Pursuant to the Amended Agreement and Plan of Merger, on June 18, 2001, Hearst Communications acquired in exchange for its WNI Common Stock, 6,947,615 shares of the Issuer's Common Stock. In connection with the transactions contemplated by the Amended Agreement and Plan of Merger, Hearst Communications entered into a Securities Purchase Agreement, dated February 5, 2001 with the Issuer. On February 22, 2001, Hearst Communications and the Issuer entered into an Amended and Restated Securities Purchase Agreement (the "Amended Securities Purchase Agreement"). Pursuant to the Amended Securities Purchase Agreement, on June 18, 2001, Hearst Communications purchased from the Issuer 9,171,343 shares of Common Stock and a warrant (the "Warrant") exercisable for 2,065,695 additional shares of Common Stock for an aggregate purchase price of $19,672,329. Accordingly, as a result of the closings of the Merger and the Amended Securities Purchase Agreement, as of June 18, 2001, Hearst Communications was the direct beneficial owner of an aggregate 16,118,958 shares of Common Stock and a Warrant to purchase 2,065,695 shares of Common Stock. On January 14, 2004, Hearst Communications exercised the Warrant and purchased 2,065,695 shares of Common Stock, for an aggregate purchase price of $20,656.95, in order to increase its equity interest in the Issuer. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) - (b) As of January 14, 2004, the Reporting Persons owned 18,184,653 shares of Common Stock of the Issuer (the "Securities"). Hearst Communications is the direct owner of the Securities. Pursuant to the definition of "beneficial owner" set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, each of Hearst Magazines, CDS, Hearst Holdings, Hearst and the Trust may be deemed to beneficially own the Securities. Hearst Magazines has the power to direct the voting and disposition of the Securities as the controlling shareholder of Hearst Communications. CDS has the power to direct the voting and disposition of the Securities as the sole shareholder of Hearst Magazines. Hearst Holdings has the power to direct the voting and disposition of the Securities as the sole shareholder of CDS. The Trust and Hearst have the power to direct the voting and disposition of the Securities as the direct or indirect sole shareholders of Hearst and Hearst Holdings, respectively. Accordingly, Hearst Communications shares the power to direct the voting and disposition of the Securities beneficially owned by it, and Hearst Magazines, CDS, Hearst Holdings, Hearst and the Trust share the power to direct the voting and disposition of the Securities beneficially owned by Hearst Communications. For purposes of this Statement: (i) Hearst Communications is reporting that it shares the power to direct the voting and disposition of a total of 18,184,653 shares of Common Stock beneficially owned by it and (ii) Hearst Magazines, CDS, Hearst Holdings, Hearst and the Trust are reporting that they share the power to direct the voting and disposition of the 18,184,653 shares of Common Stock beneficially owned by Hearst Communications, representing approximately 31.2% of the shares of Common Stock outstanding after the warrant is exercised. (c) On January 14, 2004, Hearst Communications exercised the Warrant and purchased 2,065,695 shares of Common Stock, for an aggregate purchase price of $20,656.95. (d) To the best knowledge of the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 18,184,653 shares of Common Stock owned by Hearst Communications. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. As previously reported in Amendment No. 3 to the Statement on Schedule 13D, in connection with the merger described above, the Issuer and Hearst Communications entered into a Stockholder Agreement, which was amended on June 20, 2001 (the "Amended Stockholder Agreement"), a copy of which was filed as Exhibit 99.1 to Amendment No. 3. The Amended Stockholder Agreement provides, among other things, that without the consent of the non-Hearst members of the Issuer's board of directors, Hearst Communications and its affiliates may not acquire any shares of Common Stock or any other security generally entitled to vote for the election of directors of the Issuer (collectively, "Voting Securities"), if the effect of such acquisition would be to increase the total number of (x) outstanding Voting Securities owned by Hearst Communications and its affiliates and (y) outstanding convertible securities, options, warrants or other rights owned by Hearst Communications and its affiliates which are convertible into or exchangeable or exercisable for securities entitled to vote for election of directors of the Issuer, treating such convertible securities, options, warrants or other rights on an as converted basis (collectively such Voting Securities and convertible securities, options, warrants and rights the "Investor Group Interest"), to in excess of the "Maximum Interest", calculated as at the relevant date of determination as the number of shares of Common Stock resulting from the product of (x) the "Threshold Percentage", namely 32.122% and (y) the sum of total outstanding Voting Securities of the Issuer plus the total number of shares of Common Stock exercisable by the Warrant owned by Hearst Communications and its affiliates. The Amended Stockholder Agreement also provides that Hearst Communications and its affiliates must vote a specified number of shares of Common Stock at the Issuer stockholder meetings as recommended by the Issuer's board of directors (which recommendation must include all non-Hearst directors), with such number of shares being calculated at the time of determination as the Voting Securities held by Hearst Communications and its affiliates in excess of twenty-five percent (25%). The Issuer's board of directors is fixed at ten (10) members, of which three (3) members are Hearst Communications designees, and five (5) members are independent. For as long as Hearst Communications and its affiliates own at least eighty percent (80%) of the number of shares represented by Hearst Communications' and its affiliates' "Initial Equity Stake", it will be entitled to nominate three (3) directors. The "Initial Equity Stake" is the number of shares of Issuer securities represented by the up to 9,324,000 shares of Common Stock that the Issuer agreed to sell and issue to Hearst Communications, and Hearst Communications agreed to purchase from the Issuer pursuant to the Amended Securities Purchase Agreement, the shares of Common Stock exercisable by the Warrant and the 6,947,615 shares of Common Stock converted in the Merger. For as long as Hearst Communications and its affiliates own less than eighty percent (80%) but at least sixty-six percent (66%) of the Initial Equity Stake, Hearst Communications will be entitled to nominate two (2) directors. For as long as Hearst Communications and its affiliates own less than sixty-six percent (66%) of the Initial Equity Stake but more than ten percent (10%) of the Issuer's outstanding Voting Securities, Hearst Communications will be entitled to nominate one (1) director. In the event of the issuance of Voting Securities of the Issuer in a single transaction or series of related transactions which represent greater than twenty percent (20%) but less than forty percent (40%) of the number of Voting Securities outstanding immediately after such transaction or series of related transactions, upon request from the Issuer, Hearst Communications will cooperate with the Issuer to increase the size of the Issuer's board of directors to eleven (11) and to fill the vacancy arising therefrom with an independent director. In the event of the issuance of Voting Securities of the Issuer in a single transaction or series of related transactions which represent greater than forty percent (40%) of the number of Voting Securities outstanding immediately after such transaction or series of related transactions, upon request from the Issuer, Hearst Communications will cooperate with the Issuer to increase the size of the Issuer's board of directors to twelve (12) and to fill the vacancies arising therefrom with two (2) independent directors. Other than the Amended Agreement and Plan of Merger, the Amended Securities Purchase Agreement, the Amended Stockholder Agreement and the Warrant described in Item 4 and Item 5 above, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not applicable. 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: January 16, 2004 HEARST COMMUNICATIONS, INC. By: /s/ Jodie W. King ------------------------------------- Name: Jodie W. King Title: Vice President and Secretary 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: January 16, 2004 HEARST MAGAZINES PROPERTY, INC. By: /s/ Jodie W. King ------------------------------------- Name: Jodie W. King Title: Vice President and Secretary 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: January 16, 2004 COMMUNICATIONS DATA SERVICES, INC. By: /s/ Jodie W. King ------------------------------------- Name: Jodie W. King Title: Vice President and Secretary 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: January 16, 2004 HEARST HOLDINGS, INC. By: /s/ Jodie W. King ------------------------------------- Name: Jodie W. King Title: Vice President and Secretary 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: January 16, 2004 THE HEARST CORPORATION By: /s/ Jodie W. King ------------------------------------- Name: Jodie W. King Title: Vice President and Secretary 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: January 16, 2004 THE HEARST FAMILY TRUST By: /s/ Victor F. Ganzi ------------------------------------- Name: Victor F. Ganzi Title: Trustee SCHEDULE I Set forth below is the name and the present principal occupation or employment of each director and executive officer of Hearst Communications, Hearst Magazines, CDS, Hearst Holdings and Hearst. Trustees of the Trust are identified by an asterisk. Unless otherwise indicated, each person identified below is employed by Hearst Communications, an indirect, wholly-owned subsidiary of Hearst, and may perform services for Hearst or one of its other wholly-owned subsidiaries. The principal business address of Hearst, Hearst Communications and Hearst Holdings, and unless otherwise indicated, each person identified below, is 959 Eighth Avenue, New York, New York 10019. The address of the Office of the Trust is 888 Seventh Avenue, New York, New York 10106. The principal executive offices of CDS are located at 1901 Bell Avenue, Des Moines, Iowa 50315. The principal executive offices of Hearst Magazines are located at 2 Sound View Drive, Greenwich, Connecticut 06830. Unless otherwise indicated, all persons identified below are United States citizens.
PRESENT OFFICE/PRINCIPAL NAME OCCUPATION OR EMPLOYMENT ---- ------------------------ Hearst Communications George R. Hearst, Jr.* Chairman of the Board, Director Frank A. Bennack, Jr.* (2) Vice Chairman of the Board, Chairman of Executive Committee, Director Victor F. Ganzi* President, Chief Executive Officer, Director James M. Asher Senior Vice President, Chief Legal and Development Officer Anissa B. Balson* Director David J. Barrett (1) Director; President and Chief Executive Officer: Hearst-Argyle Television, Inc. Cathleen P. Black Senior Vice President, Director; President: Hearst Magazines Division Eve B. Burton Vice President, General Counsel John G. Conomikes* (2) Director Richard E. Deems* (2) Director Ronald J. Doerfler Senior Vice President, Chief Financial Officer, Treasurer, Director George J. Green Vice President; President: Hearst Magazines International Division Mark Hasson Vice President-Finance
Austin Hearst (1) Director; Vice President: Hearst Entertainment Distribution Division, Hearst Entertainment, Inc. John R. Hearst, Jr.* Director Stephen T. Hearst (4) Director; Vice President: San Francisco Realties Division, The Hearst Corporation William R. Hearst, III* (3) Director; Partner: Kleiner, Perkins, Caufield & Byers Thomas J. Hughes Vice President George B. Irish Senior Vice President, Director; President: Hearst Newspapers Division Raymond E. Joslin Senior Vice President, Director; President: Hearst Entertainment and Syndication Group Administrative Division Jodie W. King Vice President, Secretary Harvey L. Lipton* (2) Director Richard P. Malloch Vice President; President: Hearst Business Media Group Administrative Division Terence G. Mansfield (5)(6) Director, Vice President; President and Chief Executive: The National Magazine Company Limited Gilbert C. Maurer* (2) Director Mark F. Miller* Director, Vice President; Executive Vice President: Hearst Magazines Division Bruce L. Paisner Vice President; Executive Vice President: Hearst Entertainment and Syndication Group Administrative Division Raymond J. Petersen* Director; Executive Vice President: Hearst Magazines Division Virginia Hearst Randt* Director Debra Shriver Vice President Hearst Magazines George J. Green Director; President, Treasurer; President: Hearst Magazines International Division, Hearst Communications, Inc.
James M. Asher Vice President Ronald J. Doerfler Vice President Jodie W. King Vice President, Secretary John A. Rohan, Jr. Director; Vice President CDS Christopher L. Holt Director, President Kenneth J. Barloon Senior Vice President, Chief Financial Officer Timothy A. Plimmer Senior Vice President James M. Asher Vice President Cathleen P. Black Director; President: Hearst Magazines Division, Hearst Communications, Inc. Timothy M. Day Vice President Ronald J. Doerfler Vice President Nancy A. Gessmann Vice President Thomas J. Hughes Vice President Jodie W. King Vice President, Secretary Dennis Luther Vice President Paul McCarthy Vice President Mark F. Miller* Director, Vice President; Executive Vice President: Hearst Magazines Division, Hearst Communications, Inc. Lynn Reinicke Vice President John A. Rohan, Jr. Director, Treasurer
Hearst Holdings George R. Hearst, Jr.* Chairman of the Board, Director Frank A. Bennack, Jr.* (2) Vice Chairman of the Board, Chairman of Executive Committee, Director Victor F. Ganzi* President, Chief Executive Officer, Director James M. Asher Senior Vice President, Chief Legal and Development Officer Anissa B. Balson* Director David J. Barrett (1) Director; President and Chief Executive Officer: Hearst-Argyle Television, Inc. Cathleen P. Black Senior Vice President, Director; President: Hearst Magazines Division, Hearst Communications, Inc. Eve B. Burton Vice President, General Counsel John G. Conomikes* (2) Director Richard E. Deems* (2) Director Ronald J. Doerfler Senior Vice President, Chief Financial Officer, Treasurer, Director George J. Green Vice President; President: Hearst Magazines International Division, Hearst Communications, Inc. Mark Hasson Vice President-Finance Austin Hearst (1) Director; Vice President: Hearst Entertainment Distribution Division, Hearst Entertainment, Inc. John R. Hearst, Jr.* Director Stephen T. Hearst (4) Director; Vice President: San Francisco Realties Division, The Hearst Corporation William R. Hearst, III* (3) Director; Partner: Kleiner, Perkins, Caufield & Byers Thomas J. Hughes Vice President George B. Irish Senior Vice President, Director; President: Hearst Newspapers Division, Hearst Communications, Inc.
Raymond E. Joslin Senior Vice President, Director; President: Hearst Entertainment and Syndication Group Administrative Division, Hearst Communications, Inc. Jodie W. King Vice President, Secretary Harvey L. Lipton* (2) Director Richard P. Malloch Vice President; President: Hearst Business Media Group Administrative Division, Hearst Communications, Inc. Terence G. Mansfield (5)(6) Director, Vice President; President and Chief Executive: The National Magazine Company Limited Gilbert C. Maurer* (2) Director Mark F. Miller* Director, Vice President; Executive Vice President: Hearst Magazines Division, Hearst Communications, Inc. Bruce L. Paisner Vice President; Executive Vice President: Hearst Entertainment and Syndication Group Administrative Division, Hearst Communications, Inc. Raymond J. Petersen* Director; Executive Vice President: Hearst Magazines Division, Hearst Communications, Inc. Virginia Hearst Randt* Director Debra Shriver Vice President Hearst George R. Hearst, Jr.* Chairman of the Board, Director Frank A. Bennack, Jr.* (2) Vice Chairman of the Board, Chairman of Executive Committee, Director Victor F. Ganzi* President, Chief Executive Officer, Director James M. Asher Senior Vice President, Chief Legal and Development Officer Anissa B. Balson* Director David J. Barrett (1) Director; President and Chief Executive Officer: Hearst-Argyle Television, Inc. Cathleen P. Black Senior Vice President, Director; President: Hearst Magazines Division, Hearst Communications, Inc.
Eve B. Burton Vice President, General Counsel John G. Conomikes* (2) Director Richard E. Deems* (2) Director Ronald J. Doerfler Senior Vice President, Chief Financial Officer, Treasurer, Director George J. Green Vice President; President: Hearst Magazines International Division, Hearst Communications, Inc. Mark Hasson Vice President-Finance Austin Hearst (1) Director; Vice President: Hearst Entertainment Distribution Division, Hearst Entertainment, Inc. John R. Hearst, Jr.* Director Stephen T. Hearst (4) Director; Vice President: San Francisco Realties Division William R. Hearst, III* (3) Director; Partner: Kleiner, Perkins, Caufield & Byers Thomas J. Hughes Vice President George B. Irish Senior Vice President, Director; President: Hearst Newspapers Division, Hearst Communications, Inc. Raymond E. Joslin Senior Vice President, Director; President: Hearst Entertainment and Syndication Group Administrative Division, Hearst Communications, Inc. Jodie W. King Vice President, Secretary Harvey L. Lipton* (2) Director Richard P. Malloch Vice President; President: Hearst Business Media Group Administrative Division, Hearst Communications, Inc. Terence G. Mansfield (5)(6) Director, Vice President; President and Chief Executive: The National Magazine Company Limited Gilbert C. Maurer* (2) Director Mark F. Miller* Director, Vice President; Executive Vice President: Hearst Magazines Division, Hearst Communications, Inc. Bruce L. Paisner Vice President; Executive Vice President: Hearst Entertainment and Syndication Group Administrative Division, Hearst Communications, Inc.
Raymond J. Petersen* Director; Executive Vice President: Hearst Magazines Division, Hearst Communications, Inc. Virginia Hearst Randt* Director Debra Shriver Vice President
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