Schedule 13D/A

-----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, U21zPqD6ODBHqiW/pbhdmZFl+Romxmz7bdgCSBYlAx4mHTQmSpOIjJmIurejp0g8 WY7Iw1GWTTa8sCcM/cLJug== 0001193125-04-201273.txt : 20041122 0001193125-04-201273.hdr.sgml : 20041122 20041122101752 ACCESSION NUMBER: 0001193125-04-201273 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041122 DATE AS OF CHANGE: 20041122 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 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 150 W BRAMBLETON AVE CITY: NORFOLK STATE: VA ZIP: 23510-2075 MAIL ADDRESS: STREET 1: C/O GUY R. FRIDDELL, III STREET 2: 150 W BRAMBLETON AVE CITY: NORFOLK STATE: VA ZIP: 23510 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: 041159492 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.htm SCHEDULE 13D/A Schedule 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 8)*

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)

Guy R. Friddell, III

Executive Vice President and General Counsel

Landmark Communications, Inc.

150 W. Brambleton Ave.

Norfolk, VA 23510-2075

(757) 446-2660

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 31, 2004

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 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 the Notes).


CUSIP No. 216485 10 2		13D


1	NAMES OF REPORTING PERSONS 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 ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Virginia

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

12,693,434¹

8 SHARED VOTING POWER

183,677,995¹

9 SOLE DISPOSITIVE POWER

12,693,434¹

10 SHARED DISPOSITIVE POWER

183,677,995¹


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 196,371,429¹
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 87.4%²
14	TYPE OF REPORTING PERSON CO

¹	See Items 3 through 6 of this Statement (as defined below).

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 Convertible Preferred Stock not owned by Landmark Communications, Inc. or Landmark Ventures VII, LLC, and (2) the exercise of 7,567,138 currently outstanding and exercisable options to purchase CoolSavings, Inc. Common Stock not owned by Landmark Communications, Inc. or Landmark Ventures VII, LLC. If all of such reserved shares of Common Stock were to be issued, Landmark Communications, Inc. would beneficially own 80.1% of the total outstanding Common Stock.

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CUSIP No. 216485 10 2		13D


1	NAMES OF REPORTING PERSONS 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 ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

8 SHARED VOTING POWER

183,677,995

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

183,677,995¹


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 183,677,995¹
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 86.6%²
14	TYPE OF REPORTING PERSON OO

¹	See Items 3 through 6 of this Statement (as defined below).

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 Convertible Preferred Stock not owned by Landmark Communications, Inc. or Landmark Ventures VII, LLC, (2) the exercise of 7,567,138 currently outstanding and exercisable options to purchase CoolSavings, Inc. Common Stock not owned by Landmark Communications, Inc. or Landmark Ventures VII, LLC, and (3) the exercise by Landmark Communications, Inc. of its right to acquire 12,693,434 shares of CoolSavings, Inc. Common Stock pursuant to the Warrant (defined infra). If all of such reserved shares of Common Stock were to be issued, Landmark Ventures VII, LLC would beneficially own 74.9% of the total outstanding Common Stock.

Page 3 of 7

Introductory Note

This Amendment No. 8 (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. 8 to Schedule 13D (“Amendment No. 8”) 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, Amendment No. 2 to Schedule 13D filed by the Reporting Persons on December 28, 2001, Amendment No. 3 to Schedule 13D filed by the Reporting Persons on April 19, 2002, Amendment No. 4 to Schedule 13D filed by the Reporting Persons on October 31, 2002, Amendment No. 5 to Schedule 13D filed by the Reporting Persons on December 20, 2002, Amendment No. 6 to Schedule 13D filed by the Reporting Persons on May 21, 2003 and Amendment No. 7 to Schedule 13D filed by the Reporting Persons on November 4, 2003 (the “Amended Statement” and, collectively with this Amendment No. 8, 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 January 1, 2004, a stock dividend in the amount of 3,192,594 shares of Series B Preferred Stock accrued on the outstanding shares of Series B Preferred Stock owned by Ventures. Such “PIK” dividend has been declared by the Board of Directors of the Issuer and paid to Ventures.

On January 31, 2004, interest accrued and compounded on the loan outstanding under the Amended Loan Agreement and Senior Secured Note in an amount equal to $119,717.10. As a result, pursuant to the terms of the Warrant, the Amended Loan Agreement and the Senior Secured Note, the Issuer issued to Landmark warrants to purchase an additional 239,434 shares of Common Stock.

On April 1, 2004, a stock dividend in the amount of 3,256,446 shares of Series B Preferred Stock accrued on the outstanding shares of Series B Preferred Stock owned by Ventures. Such “PIK” dividend has been declared by the Board of Directors of the Issuer and paid to Ventures.

Pate 4 of 7

On April 30, 2004, interest accrued and compounded on the loan outstanding under the Amended Loan Agreement and Senior Secured Note in an amount equal to $119,509.60. As a result, pursuant to the terms of the Warrant, the Amended Loan Agreement and the Senior Secured Note, the Issuer issued to Landmark warrants to purchase an additional 239,019 shares of Common Stock.

On July 1, 2004, a stock dividend in the amount of 3,321,575 shares of Series B Preferred Stock accrued on the outstanding shares of Series B Preferred Stock owned by Ventures. Such “PIK” dividend has been declared by the Board of Directors of the Issuer and paid to Ventures.

On July 31, 2004, interest accrued and compounded on the loan outstanding under the Amended Loan Agreement and Senior Secured Note in an amount equal to $124,607.95. As a result, pursuant to the terms of the Warrant, the Amended Loan Agreement and the Senior Secured Note, the Issuer issued to Landmark warrants to purchase an additional 249,215 shares of Common Stock.

On October 1, 2004, a stock dividend in the amount of 3,388,007 shares of Series B Preferred Stock accrued on the outstanding shares of Series B Preferred Stock owned by Ventures. Such “PIK” dividend has been declared by the Board of Directors of the Issuer and paid to Ventures.

On October 31, 2004, interest accrued and compounded on the loan outstanding under the Amended Loan Agreement and Senior Secured Note in an amount equal to $127,155.49. As a result, pursuant to the terms of the Warrant, the Amended Loan Agreement and the Senior Secured Note, the Issuer issued to Landmark warrants to purchase an additional 254,311 shares of Common Stock.

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 196,371,429 shares of Common Stock through its ownership of the Warrant and its ownership of and control over Ventures, which owns 172,788,359 shares of Series B Preferred Stock and 10,889,636 shares of Common Stock of the Issuer.

If (i) Landmark exercised its right to acquire 12,693,434 shares of Common Stock pursuant to the Warrant, and (ii) Ventures exercised its right to convert its shares of Series B Preferred Stock into 172,788,359 shares of Common Stock, Landmark and Ventures would beneficially own, for the purposes of Rule 13d-3(d)(1)(i) under the Exchange Act, 87.4% and 86.6%, 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 to Common Stock of 13 million shares of currently outstanding and convertible Series C Preferred Stock of the Issuer, (2) the exercise of 7,567,138 currently outstanding and exercisable options to purchase Common Stock and (3) in the case of Ventures’ ownership percentage, the exercise by

Page 5 of 7

Landmark of its right to acquire 12,693,434 shares of Common Stock pursuant to the Warrant. If such reserved shares of Common Stock were issued in full, Landmark and Ventures would beneficially own 80.1% and 74.9%, 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, do 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:

Landmark owns a warrant (the “Warrant”) which entitles Landmark to purchase 12,693,434 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 172,788,359 shares of Series B Preferred Stock and 10,889,636 shares of Common Stock, over which the Reporting Persons may be deemed to share voting and/or dispositive power.

* * * * *

Page 6 of 7

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: November 19, 2004	LANDMARK COMMUNICATIONS, INC.

	By:	/s/ Guy R. Friddell, III
	Name:	Guy R. Friddell, III
	Title:	Executive Vice President and
		General Counsel

Dated: November 19, 2004	LANDMARK VENTURES VII, LLC

	By:	/s/ Emily T. Neilson
	Name:	Emily T. Neilson
	Title:	Vice President, Treasurer, Secretary

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