SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13G*
(Rule 13d-1(c))
Amendment No. 2
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
CNET Networks, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
12613R104
(CUSIP Number)
March 20, 2003
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 8 Pages)
________________
*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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).
CUSIP No. 12613R104 13G Page 2 of 8 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY)
Blue Ridge Limited Partnership
13-3891223
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
16,005,282
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
16,005,282
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
16,005,282
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
11.5%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 12613R104 13G Page 3 of 8 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
JAG Holdings LLC
13-3879585
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
16,005,282
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
16,005,282
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
16,005,282
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
11.5%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 12613R104 13G Page 4 of 8 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
John A. Griffin
Not Applicable
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
200,000
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
16,005,282
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
200,000
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
16,005,282
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
16,205,282
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
11.65%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 12613R104 13G Page 5 of 8 Pages
The Schedule 13G initially filed on July 8, 2002 and amended on February
13, 2003 is hereby amended and restated by this Amendment No. 2 to the Schedule
13G.
Item 1(a). Name of Issuer:
The name of the issuer is CNET Networks Inc. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at 235 Second Street,
San Francisco, CA 94105.
Item 2(a). Name of Person Filing:
This statement is filed by:
(i) Blue Ridge Limited Partnership, a New York limited partnership
("BRLP"), with respect to the shares of Common Stock directly
owned by it;
(ii) JAG Holdings LLC, a New York limited company ("JAG"), with respect
to the shares of Common Stock directly owned by BRLP; and
(iii) John A. Griffin with respect to the shares of Common Stock
directly owned by BRLP.
The foregoing persons are hereinafter sometimes collectively
referred to as the "Reporting Persons." Any disclosures herein with respect to
persons other than the Reporting Persons are made on information and belief
after making inquiry to the appropriate party.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the business office of each of the Reporting Persons is 660
Madison Avenue, 20th Floor, New York, NY 10021.
(c). Citizenship:
BRLP is a limited partnership organized under the laws of the State of New
York. JAG is a limited liability company organized under the laws of the State
of New York. Mr. Griffin is a United States citizen.
(d). Title of Class of Securities:
Common Stock, par value $0.0001 per share (the "Common Stock").
(e). CUSIP Number:
12613R104
CUSIP No. 12613R104 13G Page 6 of 8 Pages
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [ ] Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance
with 13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
A. Blue Ridge Limited Partnership
(a) Amount beneficially owned: 16,005,282
(b) Percent of class: 11.5% The percentages used herein and in the
rest of Item 4 are calculated based upon the 139,093,758 shares of Common Stock
issued and outstanding as of March 14, 2003, as reflected in the Company's Form
10-K for the fiscal year ended December 31, 2002.
(c) (i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 16,005,282
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 16,005,282
CUSIP No. 12613R104 13G Page 7 of 8 Pages
B. JAG Holdings LLC
(a) Amount beneficially owned: 16,005,282
(b) Percent of class: 11.5%
(c) (i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 16,005,282
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 16,005,282
C. John A. Griffin
(a) Amount beneficially owned: 16,252,000
(b) Percent of class: 7.6%
(c) (i) Sole power to vote or direct the vote: 200,000
(ii) Shared power to vote or direct the vote: 16,005,282
(iii) Sole power to dispose or direct the disposition: 200,000
(iv) Shared power to dispose or direct the disposition: 16,005,282
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
JAG, the General Partner of BRLP, has the power to direct the affairs of
BRLP, including decisions respecting the receipt of dividends from and the
proceeds from the sale of Common Stock. Mr. Griffin is the Managing Member of
JAG, and in that capacity directs its operations.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
CUSIP No. 12613R104 13G Page 8 of 8 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: March 25, 2003
By: /s/ John A. Griffin
----------------------------------------
John A. Griffin, individually and as
the Managing Member of JAG Holdings LLC,
General Partner of Blue Ridge
Limited Partnership