X0202 3 2004-08-02 0 0000914712 CMGI INC CMGI 0001106607 JP MORGAN PARTNERS BHCA LP J.P. MORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FLOOR NEW YORK NY 10020 0 0 1 0 0001243235 JPMP MASTER FUND MANAGER L P JP MORGAN PARTNERS LLC 1221 AVENUE OF THE AMERICAS 40TH FLOOR NEW YORK NY 10020 0 0 1 0 0001243236 JPMP CAPITAL CORP C/O J.P. MORGAN PARTNERS, LLC 1221 AVENUE OF THE AMERICAS 40TH FLOOR NEW YORK NY 10020 0 0 1 0 0000019617 J P MORGAN CHASE & CO 270 PARK AVE 39TH FL NEW YORK NY 10017 0 0 1 0 Common Stock, .01 par value 5999666 D The Reporting Person is a party to a certain Stock Transfer Agreement dated as of March 23, 2004 and a certain Stock Selling Agreement dated as of August 2, 2004 (collectively, the "Selling Stockholder Agreements"). As a result thereof, the Reporting Person and the other parties to the Selling Stockholder Agreements may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1932, as amended (the "Act") with respect to 62,521,577 shares of the Issuer's Common Stock representing 13.2% of the Issuer's Common Stock outstanding as of August 2, 2004. (Footnote continued under "Remarks") The Reporting Person disclaims beneficial ownership of any securities held by any other party to the Selling Stockholder Agreements and the filing of this Form 3 shall not be deemed an admission that the Reporting Person or any other person or persons party to the Selling Shareholders Agreements constitute a "group" for purposes of Section 13(d)(3) of the At or Rule 13d-5 thereunder. See Exhibit 99.1 J.P. Morgan Partners By: JPMP Master Fund Manager, L.P., as general partner By: JPMP Capital Corp., as general partner By: Thomas Szymoniak, Vice President and Assistant Secretary 2004-08-04