-----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, LRcR6axPBNTuGUgJT2K0QdsJ9odliWIkkW1y1dqRjIfz10hwBsfpK7NywUYq+CcW Yg/K6VPKlSKlno31h2nGXw== 0000927016-99-002162.txt : 19990524 0000927016-99-002162.hdr.sgml : 19990524 ACCESSION NUMBER: 0000927016-99-002162 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990521 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARKETING SERVICES GROUP INC CENTRAL INDEX KEY: 0000014280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 880085608 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-05829 FILM NUMBER: 99631980 BUSINESS ADDRESS: STREET 1: 333 SEVENTH AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2125947688 MAIL ADDRESS: STREET 1: 333 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: ALL-COMM MEDIA CORP DATE OF NAME CHANGE: 19950823 FORMER COMPANY: FORMER CONFORMED NAME: SPORTS TECH INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL HOLDINGS INC DATE OF NAME CHANGE: 19920518 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CMGI INC CENTRAL INDEX KEY: 0000914712 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DIRECT MAIL ADVERTISING SERVICES [7331] IRS NUMBER: 042921333 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 100 BRICKSTONE SQUARE STREET 2: STE B110 CITY: ANDOVER STATE: MA ZIP: 01810 BUSINESS PHONE: 9786843600 MAIL ADDRESS: STREET 1: 100 BRICKSTONE SQUARE STREET 2: 100 BRICKSTONE SQUARE CITY: ANDOVER STATE: MA ZIP: 01810 FORMER COMPANY: FORMER CONFORMED NAME: CMG INFORMATION SERVICES INC DATE OF NAME CHANGE: 19981007 SC 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _____ )* Marketing Services Group, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 570907 10 5 (CUSIP Number) May 13, 1999 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this 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 the 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. 570907 10 5 13G Page 2 of 6 Pages - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) CMGI, Inc. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] Not applicable (b) [_] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF SHARES 2,321,084 shares BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------- 6 SHARED VOTING POWER None. ----------------------------------------------- 7 SOLE DISPOSITIVE POWER 2,321,084 shares ----------------------------------------------- 8 SHARED DISPOSITIVE POWER None. - ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,321,084 shares - ------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.7% - ------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 570907 10 5 13G Page 3 of 6 Pages Item 1(a). Name of issuer: Marketing Services Group, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 333 Seventh Avenue, 20th Floor, New York, NY 10001 Item 2(a). Name of Person Filing: CMGI, Inc. Item 2(b). Address of Principal Offices or, if None, Residence: 100 Brickstone Square, First Floor, Andover, MA 01810 Item 2(c). Citizenship: Delaware Item 2(d). Title of Class of Securities: Common Stock, $0.01 par value Item 2(e). CUSIP Number: 570907 10 5 Item 3. If the Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: Not applicable. (a) [_] Broker or dealer registered under Section 15 of the Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment Company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); CUSIP No. 570907 10 5 13G Page 4 of 6 Pages (h) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [X] 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. (a) Amount Beneficially Owned: 2,321,084 shares. (b) Percent of class: 11.7% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 2,321,084 shares (ii) Shared power to vote or direct the vote: None. (iii) Sole power to dispose or to direct the disposition of: 2,321,084 shares (iv) Shared power to dispose or to direct the disposition of: None. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. CUSIP No. 570907 10 5 13G Page 5 of 6 Pages Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. 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. CUSIP No. 570907 10 5 13G Page 6 of 6 Pages 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. CMGI, INC. Dated: May 19, 1999 /s/ Andrew J. Hajducky III ------------------------------ Name: Andrew J. Hajducky III Title: Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----