Beneficial Ownership:Schedule 13D, Amendment No.1
Item 4. Purpose of the Transaction.
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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.
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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.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
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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.
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