0000912057-01-534850.txt : 20011010 0000912057-01-534850.hdr.sgml : 20011010 ACCESSION NUMBER: 0000912057-01-534850 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011009 GROUP MEMBERS: SHAW FAMILY TRUST V SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED ONLINE INC CENTRAL INDEX KEY: 0001142701 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 770575839 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-62069 FILM NUMBER: 1755222 BUSINESS ADDRESS: STREET 1: 2555 TOWNGATE ROAD CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 MAIL ADDRESS: STREET 1: 2555 TOWNGATE ROAD CITY: WSTLAKE VILLAGE STATE: CA ZIP: 91361 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHAW DAVID E CENTRAL INDEX KEY: 0001023870 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 010393723 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 120 WEST 45TH STREET CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2078560498 MAIL ADDRESS: STREET 1: ONE IDEXX DRIVE CITY: WESTBROOK STATE: ME ZIP: 04092 SC 13G 1 a2060705zsc13g.txt SCHEDULE 13G ------------------------ OMB APPROVAL ------------------------ OMB Number: 3235-0145 Expires: October 31,2002 Estimated average burden hours per response 14.90 ------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 United Online, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 911268 10 0 -------------------------- (CUSIP Number) September 25, 2001 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which the Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) * 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 ("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). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. Page 1 of 8 pages CUSIP NO. 911268 10 0 -------------------------------------------------------------------------------- 1. Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). David E. Shaw -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| -------------------------------------------------------------------------------- 3. SEC Use only -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization United States -------------------------------------------------------------------------------- Number of Shares 5. Sole Voting Power Beneficially 2,949,743 Owned by This includes (i) 16,064 shares that are Each Reporting issuable upon the exercise of options Person With: held by David E. Shaw, (ii) 27,667 shares held by an irrevocable trust in the name of David E. Shaw, of which Wilmington Trust Co. is trustee, (iii) 2,842,466 shares held directly by Shaw Family Trust V and (iv) 63,546 shares held by an irrevocable stock trust in the name of Shaw Family Trust IV, of which Wilmington Trust Co. is trustee. David E. Shaw is the trustee of the Shaw Family Trust IV and the Shaw Family Trust V. David E. Shaw disclaims beneficial ownership of the shares held by Shaw Family Trust IV and the Shaw Family Trust V except to the extent of his pecuniary interest therein. -------------------------------------------------- 6. Shared Voting Power 1,567,892 This includes (i) 29,140 shares held directly by D. E. Shaw & Co., Inc., (ii) 892 shares held by an irrevocable stock trust in the name of D. E. Shaw & Co., Inc., of which Wilmington Trust Co. is trustee, (iii) 1,490,201 shares held directly by D. E. Shaw & Co., L.P., and (iv) 47,659 shares held by an irrevocable stock trust in the name of D. E. Shaw & Co., L.P., of which Wilmington Trust Co. is trustee. D. E. Shaw & Co., Inc., which is wholly owned by David E. Shaw, is the general partner of D. E. Shaw & Co., L.P. David E. Shaw disclaims beneficial ownership of the shares held by D. E. Shaw & Co., L.P. except to the extent of his pecuniary interest therein. -------------------------------------------------- 7. Sole Dispositive Power 2,853,175 This includes (i) 10,709 shares that are issuable upon the exercise of options held by David E. Shaw and (ii) 2,842,466 shares held directly by Shaw Family Trust V. David E. Shaw is the trustee of the Shaw Family Trust V. David E. Shaw disclaims beneficial ownership of the shares held by Shaw Family Trust V except to the extent of his pecuniary interest therein. Page 2 of 8 pages -------------------------------------------------- 8. Shared Dispositive Power 1,519,341 This includes (i) 29,140 shares held directly by D. E. Shaw & Co., Inc. and (ii) 1,490,201 shares held directly by D. E. Shaw & Co., L.P. D. E. Shaw & Co., Inc., which is wholly owned by David E. Shaw, is the general partner of D. E. Shaw & Co., L.P. David E. Shaw disclaims beneficial ownership of the shares held by D. E. Shaw & Co., L.P. except to the extent of his pecuniary interest therein. This does not include (i) 27,667 shares held by an irrevocable stock trust in the name of David E. Shaw, of which Wilmington Trust Co. is trustee with sole dispositive power, (ii) 892 shares held by an irrevocable stock trust in the name of D. E. Shaw & Co., Inc., of which Wilmington Trust Co. is trustee with sole dispositive power, (iii) 47,659 shares held by an irrevocable stock trust in the name of D. E. Shaw & Co., L.P., of which Wilmington Trust Co. is trustee with sole dispositive power and (iv) 63,546 shares held by an irrevocable stock trust in the name of Shaw Family Trust IV, of which Wilmington Trust Co. is trustee with sole dispositive power. -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 4,517,635 -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 11.2% -------------------------------------------------------------------------------- 12. Type of Reporting Person IN -------------------------------------------------------------------------------- Page 3 of 8 pages CUSIP NO. 911268 10 0 -------------------------------------------------------------------------------- 1. Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Shaw Family Trust V 13-7191043 -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| -------------------------------------------------------------------------------- 3. SEC Use only -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization New York -------------------------------------------------------------------------------- Number of Shares 5. Sole Voting Power Beneficially 2,842,466 Owned by David E. Shaw is the trustee of the Shaw Each Reporting Family Trust V. Person With: -------------------------------------------------- 6. Shared Voting Power Not applicable -------------------------------------------------- 7. Sole Dispositive Power 2,842,466 David E. Shaw is the trustee of the Shaw Family Trust V. -------------------------------------------------- 8. Shared Dispositive Power Not applicable -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,842,466 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 7.1% -------------------------------------------------------------------------------- 12. Type of Reporting Person OO -------------------------------------------------------------------------------- Page 4 of 8 pages ITEM 1. (a) Name of Issuer United Online, Inc. (b) Address of Issuer's Principal Executive Offices 2555 Townsgate Road Westlake Village, CA 91361 ITEM 2. (a) Name of Person Filing This statement is filed by and on behalf of (i) David E. Shaw, a United States citizen and (ii) Shaw Family Trust V, a trust organized under the laws of New York. (b) Address of Principal Business Offices or, if none, Residence The business address for each of these entities is 120 West 45th Street, New York, NY 10036. (c) Citizenship United States (d) Title of Class of Securities Common Stock (e) CUSIP Number 911268 10 0 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: Not applicable. ITEM 4. OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. See items 5-11 of cover sheets hereto, which reflect ownership as of September 25, 2001. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more that five percent of the class of securities, check the following |_|. Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. Page 5 of 8 pages ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not applicable. ITEM 10. 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. 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. Date: October 9, 2001 By: /s/ David E. Shaw ----------------------- David E. Shaw SHAW FAMILY TRUST V By: /s/ David E. Shaw ----------------------- David E. Shaw Trustee Page 6 of 8 pages EXHIBITS Exhibit I Joint Filing Agreement, dated October 9, 2001 among the signatories to this Schedule 13G. Page 7 of 8 pages EX-99.1 3 a2060705zex-99_1.txt EXHIBIT 99.1 Exhibit 99.I JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. By: /s/ David E. Shaw ----------------------- David E. Shaw SHAW FAMILY TRUST V By: /s/ David E. Shaw ----------------------- David E. Shaw Trustee Page 8 of 8 pages