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