-----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, BL2LIEjeLYwr70sb4uFKqfGkAIvhZlpyKSZGMY4VUI6HGpH3FLsx5ByR8PxskWZk lqw8np4UCRvkIqLaGnejHg== 0001021408-02-005497.txt : 20020419 0001021408-02-005497.hdr.sgml : 20020419 ACCESSION NUMBER: 0001021408-02-005497 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020419 GROUP MEMBERS: LANDMARK COMMUNICATIONS, INC. GROUP MEMBERS: LANDMARK VENTURES VII, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LANDMARK COMMUNICATIONS INC CENTRAL INDEX KEY: 0000057606 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 150 BRAMBLETON AVE CITY: NORFOLK STATE: VA ZIP: 23510-2075 MAIL ADDRESS: STREET 1: WILLKIE FARR & GALLAGHER STREET 2: 153 EAST 53RD ST CITY: NEW YORK STATE: NY ZIP: 10022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COOLSAVINGS INC CENTRAL INDEX KEY: 0001087875 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 364462895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61045 FILM NUMBER: 02616016 BUSINESS ADDRESS: STREET 1: 360 N. MICHIGAN AVE STREET 2: 19TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 312 224 5000 MAIL ADDRESS: STREET 1: 360 N. MICHIGAN AVENUE STREET 2: 19TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: COOLSAVINGS COM INC DATE OF NAME CHANGE: 19990603 SC 13D/A 1 dsc13da.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* CoolSavings, Inc. (f/k/a coolsavings.com inc.) ---------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 Par Value ---------------------------------------------------------------------------- (Title of Class of Securities) 216485 10 2 ---------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Guy R. Friddell, III Executive Vice President and General Counsel Landmark Communications, Inc. 150 W. Brambleton Ave. Norfolk, VA 23510-2075 (757) 446-2035 ---------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 5, 2002 ---------------------------------------------------------------------------- (Date of Event which Requires Filing of this Schedule) 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 schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [_] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "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 Notes). SCHEDULE 13D - ------------------------------ ------------------------- CUSIP No. 216485 10 2 Page 2 of 6 Pages - ------------------------------ ------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Landmark Communications, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Virginia - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 10,175,556/1/ ---------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 129,466,105/1/ OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 10,175,556/1/ ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 129,466,105/1/ - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 139,641,661/1/ - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 83.2%/2/ - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- /1/See Items 3 through 6 of this Statement (as defined below). /2/For purposes of Rule 13d-3(d)(1)(i) under the Exchange Act (as defined below), the ownership percentage reported in Item 13 above has been calculated without including shares of Common Stock (as defined below) that have been reserved for issuance upon (1) the conversion of 13 million shares of currently outstanding and convertible CoolSavings, Inc. Series C Preferred Stock and (2) the exercise of 2,602,249 currently outstanding and exercisable options to purchase Common Stock. If such reserved shares of Common Stock were to be issued, Landmark Communications, Inc. would beneficially own 76.1% of the total outstanding Common Stock. SCHEDULE 13D - ------------------------------ ------------------------- CUSIP No. 216485 10 2 Page 3 of 6 Pages - ------------------------------ ------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Landmark Ventures VII, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ---------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 129,466,105/1/ OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 129,466,105/1/ - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 129,466,105/1/ - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 77.1%/2/ - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- /1/See Items 3 through 6 of this Statement (as defined below). /2/For purposes of Rule 13d-3(d)(1)(i) under the Exchange Act, the ownership percentage reported in Item 13 above has been calculated without including shares of Common Stock that have been reserved for issuance upon (1) the conversion of 13 million shares of currently outstanding and convertible CoolSavings, Inc. Series C Preferred Stock and (2) the exercise of 2,602,249 currently outstanding and exercisable options to purchase Common Stock. If such reserved shares of Common Stock were to be issued, Landmark Ventures VII, LLC would beneficially own 70.6% of the total outstanding Common Stock. Introductory Note This Amendment No. 3 (as defined herein) is being filed by Landmark Communications, Inc. and Landmark Ventures VII, LLC (collectively, the "Reporting Persons") to update the Amended Statement (as defined herein). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Amended Statement. Please refer to the Amended Statement for a detailed description of the corporate structure and affiliations of the Reporting Persons. Item 1. Security and Issuer. Item 1 is hereby amended by deleting the first two sentences and inserting the following: This Amendment No. 3 to Schedule 13D ("Amendment No. 3") relates to shares of Common Stock, with $0.001 par value per share (the "Common Stock"), of CoolSavings, Inc., a Delaware corporation (f/k/a coolsavings.com inc., a Michigan corporation) (the "Issuer"). This amendment amends the initial statement on Schedule 13D filed by the Reporting Persons on August 9, 2001 (the "Initial Statement"), as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons on November 30, 2001 and Amendment No. 2 to Schedule 13D filed by the Reporting Persons on December 28, 2001 (the "Amended Statement" and, collectively with this Amendment No. 3, the "Statement"). Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended by inserting the following at the end of Item 3: On February 28, 2002, Landmark advanced to the Issuer an additional $1.5 million under the Grid Note. Such advance under the Grid Note related to a Shortfall Purchase Option and, as a result, Ventures may at any time prior to December 31, 2002 acquire that number of shares of Series B Preferred Stock equal to the amount of such advance divided by $0.1554 (or 9,652,509 shares of Series B Preferred Stock). On January 1, 2002, a stock dividend in the amount of 722,866 shares of Series B Preferred Stock accrued on the outstanding shares of Series B Preferred Stock owned by Ventures. Such "PIK" dividend was declared by the Board of Directors of Issuer on April 16, 2002 but has not yet been paid to Ventures. On January 31, 2002, interest accrued and compounded on the loan outstanding under the Amended Loan Agreement and Senior Secured Note (each as described below) in an amount equal to $87,778. As a result, pursuant to the terms of the Warrant, the Amended Loan Agreement and Senior Secured Note, the Issuer issued to Landmark warrants to purchase an additional 175,556 shares of Common Stock. 4 On April 1, 2002, a stock dividend in the amount of 1,315,616 shares of Series B Preferred Stock accrued on the outstanding shares of Series B Preferred Stock owned by Ventures. Such "PIK" dividend was declared by the Board of Directors of the Issuer on April 16, 2002 but has not yet been paid to Ventures. On April 5, 2002, pursuant to Stock Purchase Agreement among Lend Lease International Pty. Limited of Australia ("Lend Lease"), the Issuer and Ventures, Ventures acquired 10,889,636 shares (the "Lend Lease Shares") of Common Stock, which shares represented all of Lend Lease's ownership interest in the Issuer, for aggregate consideration of $871,171 (the "Lend Lease Transaction"). Except as otherwise described above, the source of funds for the above transactions was and will be the working capital of the Reporting Persons. Item 5. Interest in Securities of the Issuer. Section (a) of Item 5 is hereby amended and restated in its entirety as follows: (a) Landmark may be deemed to have beneficial ownership over 139,641,661 shares of Common Stock through its ownership of the Warrant and its ownership of and control over Ventures, which owns 65,057,936 shares of Series B Preferred Stock (which number does not include the shares of Series B Preferred Stock accrued and declared, but not yet paid, pursuant to the "PIK" dividends described above), 10,889,636 shares of Common Stock and options to purchase 51,480,051 additional shares of Series B Preferred Stock. If (i) Landmark exercised its right to acquire 10,175,556 shares of Common Stock pursuant to the Warrant, (ii) Ventures exercised its right to convert its shares of Series B Preferred Stock into 65,057,936 shares of Common Stock, and (iii) Ventures exercised its options to purchase 51,480,051 shares of Series B Preferred Stock and then exercised its right to convert such shares into 51,480,051 shares of Common Stock, Landmark and Ventures would beneficially own, for the purposes of Rule 13d-3(d)(1)(i) under the Exchange Act, 83.2% and 77.1%, respectively, of the Issuer. These ownership percentages do not take into account shares of Common Stock that have been reserved for issuance upon (1) the conversion of 13 million shares of currently outstanding and convertible Series C Preferred Stock of the Issuer and (2) the exercise of 2,602,249 currently outstanding and exercisable options to purchase Common Stock. If such reserved shares of Common Stock were to be issued, Landmark and Ventures would beneficially own 76.1% and 70.6%, respectively, of the total outstanding Common Stock. Except as disclosed in this Item 5(a), as of the date hereof, neither of the Reporting Persons beneficially owns, nor, to the best of their knowledge, does any of their directors or executive officers beneficially own, any shares of Common Stock. Section (b) of Item 5 is hereby amended and restated in its entirety as follows: 5 Landmark owns a warrant (the "Warrant") which entitles Landmark to purchase 10,175,556 shares of Common Stock from the Issuer. If the Warrant were exercised, Landmark or its transferees would possess the sole power to vote or dispose of such shares of Common Stock. Ventures owns 67,096,438 shares of Series B Preferred Stock and options to purchase 51,480,051 additional shares of Series B Preferred Stock, over which the Reporting Persons may be deemed to share voting and/or dispositive power. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 is hereby amended by inserting the following at the end of Item 6: In connection with the Lend Lease Transaction, the Issuer and Ventures entered into a Call Option Agreement (the "Call Option Agreement") dated as of April 5, 2002. Pursuant to the Call Option Agreement, at any time after the first anniversary of the date thereof and prior to March 31, 2008, provided certain conditions set forth in the Call Option Agreement have been satisfied, the Issuer shall have the right to redeem or purchase from Ventures the Lend Lease Shares at a price per share equal to $0.08 plus 7% interest thereon, compounded annually. 6 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: April 18, 2002 LANDMARK COMMUNICATIONS, INC. By: /s/ Guy R. Friddell, III ------------------------------------ Name: Guy R. Friddell, III Title: Executive Vice President and General Counsel Dated: April 18, 2002 LANDMARK VENTURES VII, LLC By: /s/ Richard A. Fraim ------------------------------------ Name: Richard A. Fraim Title: Vice President, Treasurer -----END PRIVACY-ENHANCED MESSAGE-----