ZIFF DEAL PROPELLED BY DUAL AMBITIONS

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As Japan's Softbank Corp. finalizes negotiations to buy Ziff-Davis Publishing Co. from Forstmann Little for $2.1 billion, two driven entrepreneurs with vastly different motivations find themselves sharing the media spotlight.

For 55-year-old financial tycoon Theodore Forstmann, the deal has to be particularly sweet. Mr. Forstmann will have earned a 47% return on his $1.4 billion buyout of the Ziff family's publishing group last December, besting the record of longtime rival Henry Kravis, founding partner of K-III Communications Corp.

For 39-year-old Masayoshi Son, known as the "Bill Gates of Japan" but little known in the U.S., the deal leaves little doubt his 14-year-old Tokyo-based company will emerge as a distribution/publishing/trade show empire with a global agenda and projected '96 sales that might exceed $2 billion.

Yasuaki Fujine, a stock analyst at Smith Barney International in Tokyo, anticipates Softbank will continue its aggressive U.S. expansion, aiming at distribution and online businesses.

That Forstmann Little would flip the property was all but inevitable-especially when consummate media dealmakers Michael Ovitz, John Suhler and Steve Rattner were recruited to the Ziff-Davis board earlier this year. The pending deal is estimated to be more than 15 times the 1995 cash flow-making it one of the pricier media deals to be inked in recent years.

The key question is whether the computer titles that contribute the bulk of Ziff-Davis profits-PC Magazine, PC Week and Computer Shopper-have peaked. The seven core U.S. Ziff titles showed a 4% drop in ad pages through September this year compared with a year ago, according to Adscope, a high tech ad tracking service.

Other Ziff titles still look hot. Computer Life, in its first full year, had 1,047.7 ad pages through September. In Europe, the Ziff titles are relatively young and still in the investment stage.

Softbank executives dismiss critics who think the current price may be "too pricey."

"That's what deals are all about," said Ted Dolotta, president of the Santa Monica, Calif.-based holding company Softbank America. "There are some who thought we paid too much for Comdex. Others thought we got a bargain" buying the giant trade show for $800 million last April.

The latest deal is Mr. Son's most ambitious step yet in a strategic drive to become the No. 1 infrastructure provider in the high tech world.

Softbank is already Japan's biggest distributor of computer software, peripherals and systems as well as the largest high tech publisher in that country with 19 titles and circulation of more than 2.5 million a month. With the latest deal, Mr. Son stands to become the first Japanese publisher to leap the Pacific and establish a major presence in the U.S.

For Mr. Forstmann, cutting shrewd financial deals appears to be the driving force-as well as the best revenge. His rivalry with Mr. Kravis and Kohlberg Kravis Roberts & Co. goes back to 1988 in the ferocious battle for RJR Nabisco, won by KKR for $25 billion.

"Back in the 1980s, the rivalry was very real, at least in Teddy's mind," said Bryan Burrough, co-author of "Barbarians at the Gate," which chronicled the RJR Nabisco takeover battle. "But one had the impression that Henry could never figure out what Forstmann was so lathered up about."

Though there have been some concerns voiced inside Ziff-Davis that the new parent company would interfere with Ziff's cherished tradition of editorial independence, Softbank executives insist that won't happen.

"We buy well run companies and we don't interfere with them," said Mr. Dolotta at Softbank America."We don't bring in people from Japan to run them and we keep our publishing operations and our distribution operations independent."

But in Japan, there is a greater degree of "industry boosterism" evident in Softbank's computer publications than in U.S. books.

Smith Barney's Mr. Fujine said Softbank "plays a vital role for software as it provides space for features on new product launches as well as coordinating storefront campaigns and semi-promotional articles."

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