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Technology Stocks : ZD Inc., Ziff-Davis (ZD) -- Ignore unavailable to you. Want to Upgrade?

To: litespeedv who wrote (439)	2/28/1999 1:02:00 PM
From: Minos	Read Replies (1) \| Respond to of 855

litespeedv, Thanks for the info. I am also looking to go long ZD (either the shares or some calls) for the IPO...I'm hoping the market takes a big one day dump so I can pick some up sub 16, but Im not sure that will happen. Do you think ZD will make a pre IPO run like DBCC, and then sell off? I'm not sure we'll see quite the same reaction. People are more tempered about the I-nets right now, plus ZD is a NYSE stock. Still, I would be surprised to see a fairly significant pop or a bit of a run. When do you think we'll start moving? -Minos

To: litespeedv who wrote (439)	3/2/1999 2:47:00 PM
From: Maverick	Respond to of 855

Form: PRER14A Filing Date: 3/2/99 Dear Stockholder: We invite you to attend a Special Meeting of stockholders of Ziff-Davis Inc. to be held at 9:00 a.m., Eastern Standard Time, on March ., 1999 at .. At this Special Meeting we will ask you to consider and approve the Tracking Stock Proposal described in the accompanying Proxy Statement. The Tracking Stock Proposal will allow us to issue a new series of common stock ("ZDNet Stock"), intended to reflect the performance of ZDNet (i.e., our online business division). Before we first issue ZDNet Stock, we would re- classify Ziff-Davis Inc.'s existing common stock as "ZD Stock", intended to reflect the performance of ZD (i.e., our other businesses and a retained interest in ZDNet). After the Special Meeting, we currently plan to offer to the public, for cash, shares of ZDNet Stock intended to represent approximately 15% of the equity value attributed to ZDNet and to use the net proceeds from that offering to reduce our outstanding indebtedness. We are proceeding with the Tracking Stock Proposal primarily for the following reasons: . The proposal will permit the market to review separate information about ZDNet and separately value ZDNet Stock. This should encourage investors and analysts to focus more attention on ZDNet and result in greater market recognition of the value of ZDNet to Ziff-Davis Inc. . The proposal will allow investors to invest in either or both series of common stock, depending on their particular investment objectives. . The proposal will allow us to issue stock options tied to ZDNet Stock, thereby providing more focused incentives to ZDNet management and employees. . The proposal will provide us with greater flexibility to raise capital and respond to strategic opportunities (including acquisitions), because it will allow us to issue either ZD Stock or ZDNet Stock as appropriate under the circumstances. . The proposal will allow us to monetize some of the value of ZDNet while preserving the financial, tax, operational, strategic and other benefits of being a single consolidated entity. . The proposal will allow us to issue ZDNet Stock to the public for cash on a basis that we believe is tax-free and use the net proceeds to reduce indebtedness. Assuming we do so (as we currently plan), the result should strengthen Ziff-Davis Inc. from a credit perspective. In addition to the Tracking Stock Proposal, we will ask you to consider and approve related proposals to amend certain of our benefit plans. The board of directors has carefully considered and unanimously approved the Tracking Stock Proposal and these additional proposals and recommends that you vote for them. We describe the proposals in more detail in the accompanying Proxy Statement, which you should read in its entirety before voting. SOFTBANK America Inc., the owner of approximately 72% of our outstanding common stock, has agreed to vote for these proposals. Thus, we expect these proposals to pass regardless of how other stockholders vote. In addition to the Notice of Special Meeting and Proxy Statement, we have attached for your convenience, in "Q and A" format, a summary of certain questions you may have about the Tracking Stock Proposal and our answers to these questions. Thank you for your cooperation and continued support and interest in Ziff- Davis Inc. freeedgar.com freeedgar.com