-----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, JPxbbD7fDMbbb7Fk96eYKMvsgaLMCQsQdeDOgFOzEoyNoqqSeNiKkZjrh7lwgcy/ 7rkX5UyWRT/TUvAutcRBNg== 0001098340-00-000100.txt : 20000526 0001098340-00-000100.hdr.sgml : 20000526 ACCESSION NUMBER: 0001098340-00-000100 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000525 GROUP MEMBERS: ESCALADE INVESTORS LLC GROUP MEMBERS: WEC ASSET MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCGLEN INTERNET GROUP INC CENTRAL INDEX KEY: 0000942650 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 133779546 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-49979 FILM NUMBER: 643666 BUSINESS ADDRESS: STREET 1: 18001 SKYPARK CIRCLE STREET 2: SUITE B C CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 3108217880 MAIL ADDRESS: STREET 1: 18001 SKYPARK CIRCLE STREET 2: SUITE B C CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: ADRENALIN INTERACTIVE INC DATE OF NAME CHANGE: 19980603 FORMER COMPANY: FORMER CONFORMED NAME: WANDERLUST INTERACTIVE INC DATE OF NAME CHANGE: 19960119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEC ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001094716 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 522146721 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1 WORLD TRADE CENTER SUITE 4563 CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 9142712211 MAIL ADDRESS: STREET 1: 110 COLOBATGH POND ROAD CITY: CPOTON-ON-HUDSON STATE: NY ZIP: 10520 SC 13G/A 1 SC13G FOR WEC ASSET MANAGMENT SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13G (Rule 13d-102) (Amendment 1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) MCGLEN INTERNET GROUP, INC. (Name of Issuer) Common Stock, $.03 par value per share (Title of Class of Securities) 007246200 (CUSIP Number) December 31, 1999 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) - ----------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Escalade Investors LLC 52-2180014 - ----------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ] (b) [X] - ----------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER -0- SHARES -------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 39,352 OWNED BY -------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER 39,352 - ----------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,352 - ----------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * [ ] - ----------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) .002% - ----------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON * OO - ----------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) WEC Asset Management LLC 52-2146721 - ----------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ] (b) [X] - ----------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------------------------------------------------------ NUMBER OF (5) SOLE VOTING POWER -0- SHARES -------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER 39,352 OWNED BY -------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER 39,352 - ----------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,352 - ----------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * [ ] - ----------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) .002% - ----------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON * OO - ----------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a). Name of Issuer: The name of the issuer is McGlen Internet Group, Inc. (the "Company"). Item 1(b). Address of Issuer's Principal Executive Offices: The Company's principal executive offices are located at 18001 Skypark Circle, Suite BC, Irvine, California 92614. Item 2(a). Name of Person Filing: This statement is filed by: (i) Escalade Investors LLC, a limited liability company organized under the laws of the State of Delaware with respect to the shares of Common Stock beneficially owned by it; and (ii) WEC Asset Management LLC, a limited liability company organized under the laws of the State of Delaware, with respect to the shares of Common Stock beneficially owned by it and Escalade Investors LLC. Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the business office of each of the Reporting Persons is 110 Colabaugh Pond Road, Croton-on-Hudson, New York 10520 Item 2(c). Citizenship: Escalade Investors LLC is a limited liability company organized under the laws of the State of Delaware. WEC Asset Management LLC is a limited liability company organized under the laws of the State of Delaware. Item 2(d). Title of Class of Securities: Common Stock, $.03 par value per share (the "Common Stock") Item 2(e). CUSIP Number: 007246200 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act, (b) [ ] Bank as defined in Section 3(a)(6) of the Act, (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act, (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940, (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940, (f) [ ] Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F), (g) [ ] Parent Holding Company or control person in accordance with Rule 13d-1 (b)(ii)(G), (h) [ ] Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act, (i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940, (j) [ ] Group, in accordance with Rule 13d- 1(b)(1)(ii)(J). If this statement is filed pursuant to 13d-1(c), check this box: [x] Item 4. Ownership. A. Escalade Investors LLC (a) Amount beneficially owned: 39,352 shares of the Company's Common Stock. (b) Percent of class: .002%, based on the 31,837,668 shares outstanding as of April 12, 2000. (c) (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 39,352 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 39,352 B. WEC Asset Management LLC (a) Amount beneficially owned: 39,352 shares of the Company's Common Stock (c) Percent of class: .002%, based on the 31,837,668 shares outstanding as of April 12, 2000. (c) (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 39,352 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the Disposition: 39,352 Item 5. Ownership of Five Percent or Less of a Class. Escalade Investors LLC has sold or transferred shares of common stock. In addition, the Issuer has issued a significant number of additional shares of common stock in connection with its merger with McGlen Internet Group Inc. As a result of the foregoing, Escalade Investors LLC and WEC Asset management LLC now hold less than 5% of common stock. 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. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Each of the Reporting Persons hereby makes the following 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. 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: May 22, 2000 ESCALADE INVESTORS LLC By: WEC ASSET MANAGEMENT LLC, Manager By: /s/ Ethan E. Benovitz ------------------ Name: Ethan E. Benovitz Title: Managing Director WEC ASSET MANAGEMENT LLC By: /s/ Ethan E. Benovitz -------------------- Name: Ethan E. Benovitz Title: Managing Director Exhibit I JOINT FILING AGREEMENT Each of the undersigned hereby agrees that the schedule 13G filed herewith is filed jointly, pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, on behalf of each of them. Dated: May 22, 2000 ESCALADE INVESTORS LLC By: WEC ASSET MANAGEMENT LLC, Manager By: /s/ Ethan E. Benovitz ------------------ Name: Ethan E. Benovitz Title: Managing Director WEC ASSET MANAGEMENT LLC By: /s/ Ethan E. Benovitz ------------------ Name: Ethan E. Benovitz Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----