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CHI:2074321.7
THIS DISCLOSURE STATEMENT IS BEING SUBMITTED FOR APPROVAL BUTHAS NOT BEEN APPROVED BY THE BANKRUPTCY COURT. THIS IS NOT ASOLICITATION OF ACCEPTANCE OR REJECTION OF THE PLAN. ACCEPTANCEOR REJECTION MAY NOT BE SOLICITED UNTIL A DISCLOSURE STATEMENTHAS BEEN APPROVED BY THE BANKRUPTCY COURT. THIS DISCLOSURESTATEMENT MAY BE REVISED PRIOR TO THE COURT’S APPROVAL OF THEDISCLOSURE STATEMENT.UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK
)In re ) Chapter 11)Ziff Davis Media Inc., et al.,
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)) Case No. 08-10768 (BRL)Debtors. ) Jointly Administered)
FIRST AMENDED DISCLOSURE STATEMENT WITH RESPECT TO THEJOINT CHAPTER 11 PLAN OF REORGANIZATIONDATED AS OF MARCH 26, 2008
David Neier (DN 5391)Carey D. Schreiber (CS 3896)WINSTON & STRAWN LLP200 Park AvenueNew York, New York 10166Telephone: (212) 294-6700Facsimile: (212) 294-4700Mark K. Thomas (admitted
pro hac vice
)Daniel J. McGuire (admitted
pro hac vice
)WINSTON & STRAWN LLP35 West Wacker DriveChicago, Illinois 60601Telephone: (312) 558-5600Facsimile: (312) 558-5700Dated: April 14, 2008
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The Debtors in these cases include: Ziff Davis Media Inc.; Ziff Davis Development Inc.; Ziff DavisHoldings Inc.; Ziff Davis Intermediate Holdings Inc.; Ziff Davis Internet Inc.; Ziff Davis Publishing Inc.;and Ziff Davis Publishing Holdings Inc.
CHI:2074321.7
DISCLAIMER
THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT ISINCLUDED HEREIN FOR PURPOSES OF SOLICITING ACCEPTANCES OF THE JOINTCHAPTER 11 PLAN OF REORGANIZATION DATED MARCH 26, 2008 FILED BY ZIFFDAVIS MEDIA INC., ZIFF DAVIS DEVELOPMENT INC., ZIFF DAVIS HOLDINGS INC.,ZIFF DAVIS INTERMEDIATE HOLDINGS INC., ZIFF DAVIS INTERNET INC., ZIFFDAVIS PUBLISHING INC., AND ZIFF DAVIS PUBLISHING HOLDINGS INC., DEBTORSAND DEBTORS-IN-POSSESSION, (AS SUBSEQUENTLY AMENDED IN ACCORDANCEWITH THE TERMS THEREOF AND APPLICABLE LAW, THE “PLAN”). THEINFORMATION CONTAINED HEREIN MAY NOT BE RELIED UPON FOR ANYPURPOSE OTHER THAN TO DETERMINE HOW TO VOTE ON THE PLAN. NO PERSONMAY GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS, OTHER THANTHE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DISCLOSURESTATEMENT, REGARDING THE PLAN OR THE SOLICITATION OF ACCEPTANCES OFTHE PLAN.
ALL CREDITORS ARE ADVISED AND ENCOURAGED TO READ THISDISCLOSURE STATEMENT AND THE PLAN IN THEIR ENTIRETY BEFORE VOTINGTO ACCEPT OR REJECT THE PLAN. PLAN SUMMARIES AND STATEMENTS MADEIN THIS DISCLOSURE STATEMENT ARE QUALIFIED IN THEIR ENTIRETY BYREFERENCE TO THE PLAN, THE EXHIBITS ANNEXED TO THE PLAN, AND THEPLAN SUPPLEMENT. THE STATEMENTS CONTAINED IN THIS DISCLOSURESTATEMENT ARE MADE ONLY AS OF THE DATE HEREOF, AND THERE CAN BE NOASSURANCE THAT THE STATEMENTS CONTAINED HEREIN SHALL BE CORRECTAT ANY TIME AFTER THE DATE HEREOF.THIS DISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCEWITH SECTION 1125 OF THE UNITED STATES BANKRUPTCY CODE AND RULE 3016OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND NOT NECESSARILYIN ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER NON-BANKRUPTCY LAW. THIS DISCLOSURE STATEMENT HAS BEEN NEITHERAPPROVED NOR DISAPPROVED BY THE SECURITIES AND EXCHANGECOMMISSION (THE “SEC”), NOR HAS THE SEC PASSED UPON THE ACCURACY ORADEQUACY OF THE STATEMENTS CONTAINED HEREIN. PERSONS OR ENTITIESTRADING IN OR OTHERWISE PURCHASING, SELLING OR TRANSFERRINGSECURITIES OR CLAIMS OF ANY OF THE DEBTORS AND DEBTORS-IN-POSSESSIONIN THESE CASES SHOULD EVALUATE THIS DISCLOSURE STATEMENT AND THEPLAN IN LIGHT OF THE PURPOSE FOR WHICH THEY WERE PREPARED.AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS AND OTHERACTIONS OR THREATENED ACTIONS, THIS DISCLOSURE STATEMENT SHALL NOTCONSTITUTE OR BE CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY,STIPULATION OR WAIVER, BUT RATHER AS A STATEMENT MADE INSETTLEMENT NEGOTIATIONS. THIS DISCLOSURE STATEMENT SHALL NOT BEADMISSIBLE IN ANY NON-BANKRUPTCY PROCEEDING NOR SHALL IT BECONSTRUED TO BE CONCLUSIVE ADVICE ON THE TAX, SECURITIES OR OTHER
CHI:2074321.7
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LEGAL EFFECTS OF THE PLAN AS TO HOLDERS OF CLAIMS AGAINST OR EQUITYINTERESTS IN ANY OF THE DEBTORS AND DEBTORS-IN-POSSESSION IN THESECASES.[Balance of Page Intentionally Left Blank]
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