-----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, VNb5I6iqwXGUtFLrEU63DuyOulM+Cd/hYfthN0lP4c95UQSe0C0jLjzlAT9XmmIR 5tU8k1EuDpibXvhuvJQopw== 0000950142-00-000044.txt : 20000202 0000950142-00-000044.hdr.sgml : 20000202 ACCESSION NUMBER: 0000950142-00-000044 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000110 GROUP MEMBERS: CRAMER J J & CO INC GROUP MEMBERS: CRAMER PARTNERS, L.L.C. GROUP MEMBERS: JAMES J. CRAMER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THESTREET COM CENTRAL INDEX KEY: 0001080056 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 615150824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-56341 FILM NUMBER: 504131 BUSINESS ADDRESS: STREET 1: 2 RECTOR STREET 14TH FL CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2122714004 MAIL ADDRESS: STREET 1: THESTREET.COM STREET 2: 2 RECTOR STREET 14TH FL CITY: NEW YORK STATE: NY ZIP: 10006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRAMER J J & CO INC CENTRAL INDEX KEY: 0001013994 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 WALL ST STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2127424480 MAIL ADDRESS: STREET 1: 100 WALL ST STREET 2: 8 TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D/A 1 AMENDMENT NO.1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) TheStreet.com, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 88368Q103 (CUSIP Number) JAMES J. CRAMER 40 Fulton Street, 24th Floor New York, NY 10038 Tel. No.: (212) 587-2900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 30, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box [ ]. PAGE 1 OF 9 PAGES SCHEDULE 13D CUSIP No. 88368Q103 Page 2 of 9 Pages --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James J. Cramer 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF 3,293,451.25 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON -0- WITH 9 SOLE DISPOSITIVE POWER 3,293,451.25 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,293,451.25 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.4% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP No. 88368Q103 Page 3 of 9 Pages --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cramer Partners, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION 7 SOLE VOTING POWER NUMBER OF 1,306,205 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON -0- WITH 9 SOLE DISPOSITIVE POWER 1,306,205 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,306,205 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% 14 TYPE OF REPORTING PERSON OO CUSIP No. 88368Q103 Item 1. Security and Issuer. The undersigned hereby amends the statement on Schedule 13D dated November 16, 1999, relating to the Common Stock (the "Common Stock"), par value $.01 per share of TheStreet.com, Inc., a Delaware corporation (the "Company"), whose principal executive office is located at Two Rector Street, New York, NY 10006. The 3,293,451.25 shares of Common Stock to which this statement relates are referred to herein as the "Shares." Item 3. Source and Amount of Funds or Other Consideration. Item 3 of the Statement is hereby amended and restated to read in its entirety as follows: The Shares were acquired as follows: 3,085,118 Shares were purchased with Mr. Cramer's personal funds prior to the initial public offering of the Company in private financings which took place in May and December of 1998. Of these Shares, 2,695,727 were originally Common Stock, 322,725 Shares were converted into Common Stock from the Company's Series A 9 1/2 Cumulative Preferred Stock, Series B 9 1/2 Cumulative Preferred Stock and Series C Preferred Stock immediately after the Company's initial public offering, 66,666 Shares were acquired on May 10, 1999 pursuant to the exercise of certain stock options previously granted to James Cramer and 83,333.25 Shares are considered beneficially owned by virtue of underlying stock options granted pursuant to the Employment Agreement (as defined in Item 6 below) which such options are exercisable commencing in February 2000. PAGE 4 OF 9 PAGES CUSIP No. 88368Q103 The remaining 125,000 Shares were purchased with the personal funds of the Partnership in the amount of $2,112,413.36. Item 5. Interest in Securities of the Issuer. (a) This statement on Schedule 13D relates to the Shares beneficially owned by the Reporting Persons, which constitute approximately 13.4% of the issued and outstanding shares of the Company. Specifically, James Cramer and the LLC beneficially own 13.4% and 5.3% of the issued and outstanding shares of the Company, respectively. (b) The LLC has sole voting and dispositive power with respect to 1,306,205 Shares. James Cramer has sole voting and dispositive power with respect to: (a) 1,306,205 Shares directly owned by the LLC, by virtue of his position as manager of the LLC, (b) 232,071 Shares directly owned by a trust for his benefit (the "1999 GRAT"), of which he acts as trustee, (c) 1,213,415 Shares directly owned by a second trust for his benefit (the "1999 GRAT-2"), of which he also acts as trustee, (d) 333,427 Shares held directly by him, (e) 125,000 Shares held directly by the Partnership and (f) 83,333.25 Shares underlying stock options exercisable in February 2000 pursuant to the Employment Agreement. (c) Within the past sixty days, the Reporting Persons purchased or otherwise acquired Shares on the dates, in the amounts and at the prices set forth on Exhibit B attached hereto and incorporated by reference herein. PAGE 5 OF 9 PAGES CUSIP No. 88368Q103 Except where as noted, all of such purchases were made by the Partnership on the open market. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of the Statement is hereby amended and restated to read in its entirety as follows. As discussed in Item 2 above, the Manager acts as investment adviser to the Partnership. James Cramer is the president of the Manager, the manager of the LLC and the trustee of the Trust. James Cramer and the Company entered into an employment agreement (the "Employment Agreement") in February 1999 pursuant to which he was granted an option to purchase 333,333 shares of Common Stock at an exercise price of $3.00 per share. The option becomes exercisable at a rate of 25% annually commencing in February 2000. Only 83,333.25 shares underlying the option have been included in the Shares reported in this statement. On June 17, 1999, James Cramer was granted an option by the Company to purchase 7,500 shares of Common Stock at $25.81 per share. The option is PAGE 6 OF 9 PAGES CUSIP No. 88368Q103 exercisable beginning May 10, 2000. The shares underlying the option have not been included in the Shares reported in this statement. On December 30, 1999, James Cramer and the Company amended the Employment Agreement such that James Cramer agreed to forego salary in the amount of $275,000 for calendar year 2000 in exchange for being granted an option to purchase 30,000 shares of Common Stock at an exercise price of $19.00 per share. The option is exercisable beginning December 31, 2000. The Shares underlying the option have not been included in the Shares reported in this statement. Except as set forth above, there exist no contracts, arrangements, understandings or relationships legal or otherwise among the persons named in Item 2 and between such persons and any persons with respect to any securities of the Company, including, but not limited to transfer or voting of any securities, finders' fees, joint ventures, loan or option agreements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to Be Filed as Exhibits. Exhibit B Transactions in Common Stock Within Past 60 Days PAGE 7 OF 9 PAGES CUSIP No. 88368Q103 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. Dated: January 10, 2000 /s/ James J. Cramer ------------------- James J. Cramer CRAMER PARTNERS, L.L.C. By: /s/ James J. Cramer ------------------- Name: James J. Cramer Title: Manager PAGE 8 OF 9 PAGES CUSIP No. 88368Q103 EXHIBIT B Transactions in Common Stock of The Company Within the Last Sixty Days No. of Shares Trade Dates Purchased/Sold Cost Per Share Type - ----------- -------------- -------------- ---- 11/8/99 5,000 14.250 P 11/8/99 16,400 14.555 P 11/9/99 15,000 14.979 P 11/15/99 25,000 14.775 P PAGE 9 OF 9 PAGES -----END PRIVACY-ENHANCED MESSAGE-----