-----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, Ld2V5kUaB4n2Bn9UE0JxTKnv2PHCSx5Zn/wmZQCILouri3wfjwCPFi8c15FLyZbg Y9JHP1qzd5EA4cUjrYJerg== 0000891836-02-000539.txt : 20021107 0000891836-02-000539.hdr.sgml : 20021107 20021107125550 ACCESSION NUMBER: 0000891836-02-000539 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021107 GROUP MEMBERS: MASAYOSHI SON GROUP MEMBERS: SOFTBANK CORP. GROUP MEMBERS: SOFTBANK HOLDINGS INC. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOFTBANK AMERICA INC CENTRAL INDEX KEY: 0001076468 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 DELAWARE AVENUE STREET 2: SUITE 900 CITY: WILMINGTON STATE: DE ZIP: 19801 MAIL ADDRESS: STREET 1: 300 DELAWARE AVENUE STREET 2: SUITE 900 CITY: WILMINGTON STATE: DE ZIP: 19801 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: YAHOO INC CENTRAL INDEX KEY: 0001011006 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 770398689 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48989 FILM NUMBER: 02812207 BUSINESS ADDRESS: STREET 1: 3420 CENTRAL EXPRESSWAY STREET 2: SUITE 201 CITY: SANTA CLARA STATE: CA ZIP: 95051 BUSINESS PHONE: 4087313300 MAIL ADDRESS: STREET 1: 635 VAQUEROS AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 SC 13D/A 1 sc0317.htm AMENDMENT NO. 12 TO SCHEDULE 13D Amendment No. 12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 12)
*

 
Yahoo! Inc.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

984332-10-6
(CUSIP Number)



RONALD FISHER
SOFTBANK HOLDINGS INC.
1188 CENTRE STREET
NEWTON CENTER, MA  02459
(617) 928-9300
STEPHEN A. GRANT, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NY  10004
(212) 558-4000

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)


November 6, 2002
(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  [_].

Note:     Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).

Page 1 of 7 Pages



  
CUSIP No.  984332-10-6 13D    Page   2    of   7   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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
26,371,042
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
26,371,042
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,371,042
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.46%
14 TYPE OF REPORTING PERSON
HC, CO


  
CUSIP No.  984332-10-6 13D Page   3    of   7   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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
26,371,042
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
26,371,042
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,371,042
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.46%
14 TYPE OF REPORTING PERSON
HC, CO


  
CUSIP No.  984332-10-6 13D Page   4    of   7   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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
26,371,042
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
26,371,042
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,371,042
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.46%
14 TYPE OF REPORTING PERSON
HC, CO


  
CUSIP No.  984332-10-6 13D Page   5    of   7   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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
26,371,042
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
26,371,042
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,371,042
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.46%
14 TYPE OF REPORTING PERSON
IN

             SOFTBANK America Inc., a Delaware corporation (“SB America”), SOFTBANK Holdings Inc., a Delaware corporation (“SBH”), SOFTBANK Corp., a Japanese corporation (“SOFTBANK”), and Mr. Masayoshi Son, a Japanese citizen (“Mr. Son” and, together with SB America, SBH and SOFTBANK, the “Reporting Persons”), hereby amend and supplement the statement on Schedule 13D previously filed by them, as heretofore amended and supplemented, with respect to the Common Stock, par value $0.001 per share (the “Common Stock”), of Yahoo! Inc., a Delaware corporation (the “Issuer”), beneficially owned by them. Except as amended and supplemented hereby, the statement on Schedule 13D, as heretofore amended and supplemented, remains in full force and effect.

Item 5.

Interest in Securities of the Issuer.


             The percentage of the Issuer’s outstanding Common Stock reported herein as beneficially owned by the Reporting Persons is based upon 590,895,000 shares of Common Stock reported by the Issuer as outstanding at October 25, 2002 in the Form 10-Q for the quarter ended September 30, 2002 filed by the Issuer on November 1, 2002.

             On November 6, 2002, SB America (a) sold 4,500,000 shares of Common Stock at an average price of $16.9303 per share, net to SB America, in brokers’ transactions through Salomon Smith Barney, and (b) sold 13,000,000 shares of Common Stock at a price of $16.82 per share in a block trade to Goldman, Sachs & Co. As of the date of the filing of this statement, after giving effect to these sales, the Reporting Persons beneficially own 26,371,042 shares of Common Stock of the Issuer, representing approximately 4.46% of the Issuer’s outstanding Common Stock. As a result, as of November 6, 2002, after giving effect to the foregoing sales, each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the Common Stock.


[Remainder of page left intentionally blank]

Page 6 of 7 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: November 7, 2002



   SOFTBANK CORP.
SOFTBANK AMERICA INC.
SOFTBANK HOLDINGS INC.
MASAYOSHI SON


   By: /s/ Stephen A. Grant
     
      Stephen A. Grant
Secretary of Softbank America Inc. and
Softbank Holdings Inc. and
Attorney-in-fact for Softbank Corp. and
Masayoshi Son



Page 7 of 7 Pages

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