-----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, BHhiA4gXZv6sdeWpUgQPp6Wsr+opcwHGq35noJoRDSHLD7kAfheNe9TXc+JOySNn +pzeNgwXU/xdDAy+So0BSA== 0001144204-04-019714.txt : 20041118 0001144204-04-019714.hdr.sgml : 20041118 20041118160042 ACCESSION NUMBER: 0001144204-04-019714 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041116 FILED AS OF DATE: 20041118 DATE AS OF CHANGE: 20041118 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 1100 WINTER STREET STREET 2: SUITE 4600 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-663-5001 MAIL ADDRESS: STREET 1: 1100 WINTER STREET STREET 2: SUITE 4600 CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: CMG INFORMATION SERVICES INC DATE OF NAME CHANGE: 19981007 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: J P MORGAN CHASE & CO CENTRAL INDEX KEY: 0000019617 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23262 FILM NUMBER: 041155052 BUSINESS ADDRESS: STREET 1: 270 PARK AVE STREET 2: 39TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 MAIL ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: CHASE MANHATTAN CORP /DE/ DATE OF NAME CHANGE: 19960402 FORMER NAME: FORMER CONFORMED NAME: CHEMICAL BANKING CORP DATE OF NAME CHANGE: 19920703 FORMER NAME: FORMER CONFORMED NAME: CHEMICAL NEW YORK CORP DATE OF NAME CHANGE: 19880508 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JP MORGAN PARTNERS BHCA LP CENTRAL INDEX KEY: 0001106607 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23262 FILM NUMBER: 041155055 BUSINESS ADDRESS: STREET 1: J.P. MORGAN PARTNERS STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2128993400 MAIL ADDRESS: STREET 1: J.P. MORGAN PARTNERS STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 FORMER NAME: FORMER CONFORMED NAME: CHASE EQUITY ASSOCIATES LLC DATE OF NAME CHANGE: 20000214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JPMP MASTER FUND MANAGER L P CENTRAL INDEX KEY: 0001243235 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23262 FILM NUMBER: 041155054 BUSINESS ADDRESS: STREET 1: JP MORGAN PARTNERS LLC STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212 899-3400 MAIL ADDRESS: STREET 1: C/O JPMORGAN PARTNERS LLC STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FL. CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JPMP CAPITAL CORP CENTRAL INDEX KEY: 0001243236 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23262 FILM NUMBER: 041155053 BUSINESS ADDRESS: STREET 1: C/O J.P. MORGAN PARTNERS, LLC STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212 899-3400 MAIL ADDRESS: STREET 1: C/O JPMORGAN PARTNERS STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FL. CITY: NEW YORK STATE: NY ZIP: 10020 FORMER NAME: FORMER CONFORMED NAME: JPMP CAPITAL LLC DATE OF NAME CHANGE: 20030618 4 1 v09010_ex.xml X0202 4 2004-11-16 1 0000914712 CMGI INC CMGI 0001106607 JP MORGAN PARTNERS BHCA LP C/O 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 2004-11-16 4 S 0 3052 1.54 D 706518 D 1. 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, Timothy M. Adams, Bain Capital Fund IV, L.P., Bain Capital Partners V, L.P., BankAmerica Investment Corporation, BCIP Associates, BCIP Trust Associates, L.P., BCIP Trust Associates II, BCIP Trust Associates II-B, BCM Capital Partners, L.P., Daniel F. Beck, Canpartners Investments IV, LLC, Rory J. Cowan, Robert T. Dechant, Enterprise Associates, LLC, Vahram V. Erdekian, Sheila M. Flaherty, Fleet National Bank, Trustee of the Alexander S. Moore Trust dated 6/5/96, Fleet National Bank, Trustee of the Abegail L. Moore Trust dated 6/5/96, Harding Holdings, Inc., Information Partners, Deborah A. Keeman, Jeremiah Kelly, Linwood A. Lacy, Terence M. Leahy, Stephen D.R. Moore, R. Scott Murray, OCM Mezzanine Fund, L.P., Nicholas G. Nomicos, Morton H. Rosenthal, Sankaty Credit Opportunities, L.P., Sankaty High Yield Partners II, L.P., Sankaty High Yield Partners III, L.P., W. Ken Southerland, Randy S. Stone, David A. Tanner and The Murray 2003 Qualified Annuity Trust (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 shares of the Issuer's Common Stock representing 12.86% of the Issuer's Common Stock as of August 19, 2004. 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 4 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 Act or Rule 13d-5 thereunder. J.P. Morgan Partners (BHCA), L.P. By: JPMP Master Fund Manager, L.P., as general partner By: JPMP Capital Corp., as general partner By: /s/ Jeffrey C. Walker President 2004-11-18 EX-99.1 2 v09010_ex99-1.htm Unassociated Document

JPM BHCA/CMGI, Inc. Exhibit 99.1

 
 
Name and Address of Reporting Person(1)
 
 
Designated Reporter(1))
 
 
Date of Earliest Transaction Required to be Reported
 
 
Issuer Name, Ticker
or Trading Symbol
 
 
Title and Amount of
Security
Title of Derivative Securities and Title and Amount of Securities Underlying Derivative Securities
 
Ownership Form:
Direct (D) or
Indirect (I)
 
Nature of Indirect
Beneficial Ownership
 
Disclaims
Pecuniary Interest
JPMP Master Fund Manager, L.P.
c/o J.P. Morgan Partners, LLC
1221 Avenue of the Americas - 40th Floor
New York, NY 10020
J.P. Morgan Partners (BHCA), L.P.
November 16, 2004
CMGI, Inc. (“CMGI”)
See Table I
 
N/A
I
See Explanatory
Note 2 below
No
JPMP Capital Corp.
c/o J.P. Morgan Partners, LLC
1221 Avenue of the Americas - 40th Floor
New York, NY 10020
J.P. Morgan Partners (BHCA), L.P.
November 16, 2004
CMGI, Inc. (“CMGI”)
See Table I
N/A
I
See Explanatory
Note 3 below
No
J.P. Morgan Chase & Co.
270 Park Avenue
35th Floor
New York, NY 10017
J.P. Morgan Partners (BHCA), L.P.
November 16,
2004
CMGI, Inc. (“CMGI”)
See Table I
N/A
I
See Explanatory
Note 4 below
No

Explanatory Note:

1) The Designated Reporter is executing this report on behalf of all Reporting Persons, each of whom has authorized it to do so. Each of the Reporting Persons disclaims beneficial ownership of the Issuer’s securities to the extent it exceeds such Person’s pecuniary interest.

2) The amount shown in Table I represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners (BHCA), L.P. ("JPM BHCA"), a portion of which may be deemed attributable to the Reporting Person because it is the sole general partner of JPM BHCA.

3) The amount shown in Table I represents the beneficial ownership of the Issuer’s equity securities by JPM BHCA, a portion of which may be deemed attributable to the Reporting Person because it is the general partner of JPMP Master Fund Manager, L.P. (“MF Manager”), the sole general partner of JPM BHCA. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rates of return and vesting of interests within JPM BHCA and MF Manager.

4) The amount shown in Table I represents the beneficial ownership of the Issuer’s equity securities by JPM BHCA, a portion of which may be deemed attributable to the Reporting Person because it is the sole stockholder of JPMP Capital Corp. and of Chatham Ventures, Inc., the limited partner of JPM BHCA. The actual pro rata portion of such beneficial ownership that may be attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rates of return and vesting of interests within JPM BHCA and MF Manager.


 
     
 

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