-----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, UO2yD339Vp1Lo9eCd5Ur2JuxQGNdrr4D47plUceq9MiZl/ZB2sFk/iAHh7+/o6Sl iV2Eq1DcgPQQH0ReXyBvKA== 0000950128-03-000193.txt : 20030212 0000950128-03-000193.hdr.sgml : 20030212 20030212151943 ACCESSION NUMBER: 0000950128-03-000193 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FAIRMARKET INC CENTRAL INDEX KEY: 0001053676 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 043351937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60729 FILM NUMBER: 03554288 BUSINESS ADDRESS: STREET 1: 500 UNICORN PARK DR CITY: WOBURN STATE: MA ZIP: 01801 BUSINESS PHONE: 7813765600 MAIL ADDRESS: STREET 1: 500 UNICORN PARK DRIVE CITY: WOBURN STATE: MA ZIP: 01801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PNC FINANCIAL SERVICES GROUP INC CENTRAL INDEX KEY: 0000713676 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251435979 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE PNC PLAZA STREET 2: 249 FIFTH AVE CITY: PITTSBURGH STATE: PA ZIP: 15265 BUSINESS PHONE: 4127621553 MAIL ADDRESS: STREET 1: ONE PNC PLAZA STREET 2: FIFTH AVENUE & WOOD STREET CITY: PITTSBURGH STATE: PA ZIP: 15265 FORMER COMPANY: FORMER CONFORMED NAME: PNC BANK CORP /PA/ DATE OF NAME CHANGE: 19930428 FORMER COMPANY: FORMER CONFORMED NAME: PNC FINANCIAL CORP /PA/ DATE OF NAME CHANGE: 19930412 FORMER COMPANY: FORMER CONFORMED NAME: PNC BANK CORP DATE OF NAME CHANGE: 19930505 SC 13G 1 j9876708sc13g.txt FAIRMARKET, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13G (RULE 13D-102) INFORMATION STATEMENT PURSUANT TO RULE 13D-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934 FAIRMARKET, INC. ---------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 305158107 --------- (CUSIP Number) December 31, 2002 ----------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) CUSIP No. 305158107 Page 1 of 7 Pages 1) Names of Reporting Persons IRS Identification No. Of Above Persons The PNC Financial Services Group, Inc. 25-1435979 2) Check the Appropriate Box if a Member of a Group (See Instructions) a) [ ] b) [ ] 3) SEC USE ONLY 4) Citizenship or Place of Organization Pennsylvania Number of Shares 5) Sole Voting Power -0- Beneficially Owned 6) Shared Voting Power 1,325,041 By Each Reporting 7) Sole Dispositive Power -0- Person With 8) Shared Dispositive Power 1,325,041 9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,325,041* *See the reponse to Item 6. 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions [ ] 11) Percent of Class Represented by Amount in Row (9) 5.04 12) Type of Reporting Person (See Instructions) HC SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13G (RULE 13D-102) INFORMATION STATEMENT PURSUANT TO RULE 13D-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934 FAIRMARKET, INC. -------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 305158107 --------- (CUSIP Number) December 31, 2002 ----------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) CUSIP No. 305158107 Page 2 of 7 Pages 1) Names of Reporting Persons IRS Identification No. Of Above Persons PNC Bancorp, Inc. 51-0326854 2) Check the Appropriate Box if a Member of a Group (See Instructions) a) [ ] b) [ ] 3) SEC USE ONLY 4) Citizenship or Place of Organization Delaware Number of Shares 5) Sole Voting Power -0- Beneficially Owned 6) Shared Voting Power 1,325,041 By Each Reporting 7) Sole Dispositive Power -0- Person With 8) Shared Dispositive Power 1,325,041 9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,325,041* *See the response to Item 6. 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions [ ] 11) Percent of Class Represented by Amount in Row (9) 5.04 12) Type of Reporting Person (See Instructions) HC SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13G (RULE 13D-102) INFORMATION STATEMENT PURSUANT TO RULE 13D-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934 FAIRMARKET, INC. -------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 305158107 --------- (CUSIP Number) December 31, 2002 ----------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) CUSIP No. 305158107 Page 3 of 7 Pages 1) Names of Reporting Persons IRS Identification No. Of Above Persons PNC Bank, National Association 22-1146430 2) Check the Appropriate Box if a Member of a Group (See Instructions) a) [ ] b) [ ] 3) SEC USE ONLY 4) Citizenship or Place of Organization United States Number of Shares 5) Sole Voting Power -0- Beneficially Owned 6) Shared Voting Power 1,325,041 By Each Reporting 7) Sole Dispositive Power -0- Person With 8) Shared Dispositive Power 1,325,041 9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,325,041* *See the response to Item 6. 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions [ ] 11) Percent of Class Represented by Amount in Row (9) 5.04 12) Type of Reporting Person (See Instructions) BK Page 4 of 7 Pages ITEM 1(a) - NAME OF ISSUER: Fairmarket, Inc. ITEM 1(b) - ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 500 Unicorn Park Drive Woburn, Massachusetts 01801-3341 ITEM 2(a) - NAME OF PERSON FILING: The PNC Financial Services Group, Inc.; PNC Bancorp, Inc.; and PNC Bank, National Association ITEM 2(b) - ADDRESS OF PRINCIPAL BUSINESS OFFICE: The PNC Financial Services Group, Inc. - One PNC Plaza, 249 Fifth Avenue, Pittsburgh, PA 15222-2707 PNC Bancorp, Inc. - 300 Delaware Avenue, Suite 304, Wilmington, DE 19801 PNC Bank, National Association - One PNC Plaza, 249 Fifth Avenue, Pittsburgh, PA 15222-2707 ITEM 2(c) - CITIZENSHIP: The PNC Financial Services Group, Inc. - Pennsylvania PNC Bancorp, Inc. - Delaware PNC Bank, National Association - United States ITEM 2(d) - TITLE OF CLASS OF SECURITIES: Common ITEM 2(e) - CUSIP NUMBER: 305158107 ITEM 3 - IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act; (b) [X] Bank as defined in Section 3(a)(6) of the Exchange Act; (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Exchange Act; (d) [ ] Investment Company registered under Section 8 of the Investment Company Act; (e) [ ] An Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [X] A Parent Holding Company or Control Person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A Church Plan that is excluded from the definition of an Investment Company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ] Page 5 of 7 Pages ITEM 4 - OWNERSHIP: The following information is as of December 31, 200 2: (a) Amount Beneficially Owned: 1,325,041 shares* *See the response to item 6. (b) Percent of Class: 5.04 (c) Number of shares to which such person has: (i) sole power to vote or to direct the vote -0- (ii) shared power to vote or to direct the vote 1,325,041 (iii) sole power to dispose or to direct the disposition of -0- (iv) shared power to dispose or to direct the disposition of 1,325,041 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: All of the shares of Common Stock reported herein are held in Trust Accounts created by an Amended and Restated Trust Agreement dated September 20, 1983, in which Lloyd I. Miller, Jr. was Grantor and for which PNC Bank, National Association serves as Trustee. This Amended and Restated Trust Agreement creates shared dispositive power between the Grantor and the Trustee. Lloyd I. Miller, III and PNC Bank, National Association have shared voting authority with respect to these shares of Common Stock held in the Trust Accounts pursuant to an Investment Advisory Agreement dated as of April 1, 1997 between the parties. Either party may terminate the Agreement on 30 days' prior written notice. ITEM 7 - IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Included are the following subsidiaries of The PNC Financial Services Group, Inc. - HC: PNC Bancorp, Inc. - HC (wholly owned subsidiary of The PNC Financial Services Group, Inc.) PNC Bank, National Association - BK (wholly owned subsidiary of PNC Bancorp, Inc.) ITEM 8 - IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not Applicable. ITEM 9 - NOTICE OF DISSOLUTION OF GROUP: Not Applicable. Page 6 of 7 Pages ITEM 10 - CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and 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. 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. February 12, 2003 - ----------------------------------- Date By: /s/ Joan L. Gulley - ----------------------------------- Signature - The PNC Financial Services Group, Inc. Joan L. Gulley, Vice President Name & Title February 12, 2003 - ----------------------------------- Date By: /s/ James B. Yahner - ----------------------------------- Signature - PNC Bancorp, Inc. James B. Yahner, Vice President Name & Title February 12, 2003 - ----------------------------------- Date By: /s/ Thomas R. Moore - ----------------------------------- Signature - PNC Bank, National Association Thomas R. Moore, Secretary Name & Title Page 7 of 7 Pages EXHIBIT A AGREEMENT February 12, 2003 The undersigned hereby agree to file a joint statement on Schedule 13G under the Securities and Exchange Act of 1934, as amended (the "Act") in connection with their beneficial ownership of common stock issued by Fairmarket, Inc. Each of the undersigned states that it is entitled to individually use Schedule 13G pursuant to Rule 13d-1(c) of the Act. Each of the undersigned is responsible for the timely filing of the statement and any amendments thereto, and for the completeness and accuracy of the information concerning each of them contained therein but none is responsible for the completeness or accuracy of the information concerning the others. This Agreement applies to any amendments to Schedule 13G. THE PNC FINANCIAL SERVICES GROUP, INC. BY: /s/ Joan L. Gulley ----------------------------------- Joan L. Gulley, Vice President PNC BANCORP, INC. BY: /s/ James B. Yahner ----------------------------------- James B. Yahner, Vice President PNC BANK, NATIONAL ASSOCIATION BY: /s/ Thomas R. Moore ----------------------------------- Thomas R. Moore, Secretary -----END PRIVACY-ENHANCED MESSAGE-----