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Ziff-Davis, Inc.
One Park Avenue, New York, NY 10016 * (212) 503-3500

The company is the world's preeminent integrated media and marketing company focused on computing and Internet-related technology, with principal platforms in print publishing, trade shows and conferences, online content, market research and education.

Primary Underwriting Group
ManagerTierPhone
Morgan Stanley Dean Witter Discover & Co.Lead Manager (212) 761-5900
Donaldson, Lufkin & Jenrette Securities Corp.Co-manager (212) 371-0641
Goldman, Sachs & Co.Co-manager (212) 902-5959
Merrill Lynch & Co.Co-manager (212) 449-4600

Offering Information
NYSE:ZD Manufacturing: SIC 2721
Type of Shares:Common Shares Filing Date:2/18/98
U.S. Shares:20,640,000 Offer Date:4/28/98
Non-U.S. Shares:5,160,000 Filing Range:$14.00 - $17.00
Primary Shares:25,800,000 Offer Price:$15.50
Secondary Shares:0 Gross Spread:$0.77
Offering Amount: $399,900,000 Selling:$0.46
Expenses:$0 Reallowance:$0.10
Post-IPO Shares: -
Employees:3698

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Sullivan & Cromwell
Bank's Law Firm: Davis, Polk & Wardwell
Auditor: Price Waterhouse

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
12/31/97 12/31/97
Revenue:$1,153.76Assets:$3,546.65
Net Income:-$71.18Curr Assets:$447.45
EPS:Liabilities:$3,420.52
Prior EPS:Curr Liab:$818.59
Cash Flow/Oper:-$3.36Equity:$126.13
Cash Flow/Fin:$47.95Cash:$30.30
Cash Flow/Inv:-$44.20Working Cap:-$371.14

Competition
The Company faces significant competition with respect to its print publications, trade shows and conferences and other technology information services. In its publishing business, the Company principally competes for advertising and circulation revenue with publishers of other computer technology publications. In addition, the Company faces broad competition from media companies that produce magazines, newspapers and online content. Overall competitive factors include product positioning, editorial quality, circulation, price and customer service. Competition for advertising dollars is primarily based on advertising rates, the nature and scope of readership, reader response to advertisers' products and services and the effectiveness of sales teams. In its trade show and conference business, the Company competes with other producers of trade shows and conferences for exhibition space, exhibitors and attendees, primarily on the basis of the quality of the conference, its content and organizational efficiency. If the Company is unable to compete effectively for advertisers, readers, exhibitors and/or attendees, its financial condition and results of operations could be adversely affected.

Business Plan
The Company's objective is to be the preferred marketing partner to technology vendors and service providers seeking to reach primary decision- makers involved in the specification and purchase of their products and services. Major elements of the Company's strategy include: (I) Maintain Focus on the Computer and Internet Technology Markets, (ii) Develop the Most Comprehensive, Objective and Authoritative Content, (iii) Build Upon Brand Strength of Existing Media Properties, (iv) Continue to Leverage Multiple Media Marketing Platforms, (v) Expand Leadership on the Internet and (vi) Launch New Products and Services.

Use of Proceeds
The proceeds from the proposed offering will be used to complete the purchase of the MAC Assets and repay intercompany indebtedness.

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