-----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, LlcPyBz5p3LXx5Bcx7ZMeRve1WpR/RFarXDKHYFrb5semmzXJgeIhybWT39YxBRQ 1sRnB8xaYI3e588B0or08A== 0000950103-99-000866.txt : 19991018 0000950103-99-000866.hdr.sgml : 19991018 ACCESSION NUMBER: 0000950103-99-000866 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991012 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNAP NETWORK SERVICES CORP/WA CENTRAL INDEX KEY: 0001056386 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 91896926 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-56941 FILM NUMBER: 99726151 BUSINESS ADDRESS: STREET 1: TWO UNION SQUARE 601 UNION ST STREET 2: SUITE 1000 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2064418800 MAIL ADDRESS: STREET 1: TWO UNION SQUARE 601 UNION ST STREET 2: SUITE 1000 CITY: SEATTLE STATE: WA ZIP: 98101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY DEAN WITTER & CO CENTRAL INDEX KEY: 0000895421 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 363145972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127614000 MAIL ADDRESS: STREET 1: 1585 BROADWAY STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILES PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) InterNAP Network Services Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.001 per Share - -------------------------------------------------------------------------------- (Title Of Class of Securities) 45885A 10 2 - -------------------------------------------------------------------------------- (CUSIP Number) September 28, 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 in 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). 13G CUSIP NO. 45885A 10 2 Page 2 of 13 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Morgan Stanley Dean Witter & Co. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF None SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 9,259,259 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON None WITH 8 SHARED DISPOSITIVE POWER 9,259,259 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,259,259 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.4% 12 TYPE OF REPORTING PERSON* HC, CO, IA *SEE INSTRUCTIONS BEFORE FILLING OUT! 13G CUSIP NO. 45885A 10 2 Page 3 of 13 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Morgan Stanley Venture Capital III, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF None SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 9,259,259 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON None WITH 8 SHARED DISPOSITIVE POWER 9,259,259 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,259,259 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.4% 12 TYPE OF REPORTING PERSON* CO, IA *SEE INSTRUCTIONS BEFORE FILLING OUT! 13G CUSIP NO. 45885A 10 2 Page 4 of 13 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Morgan Stanley Venture Capital III, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF None SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 9,259,259 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON None WITH 8 SHARED DISPOSITIVE POWER 9,259,259 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,259,259 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.4% 12 TYPE OF REPORTING PERSON* OO, IA *SEE INSTRUCTIONS BEFORE FILLING OUT! 13G CUSIP NO. 45885A 10 2 Page 5 of 13 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Morgan Stanley Venture Investors III, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF 780,000 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 780,000 WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 780,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Less than 1% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 13G CUSIP NO. 45885A 10 2 Page 6 of 13 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Morgan Stanley Venture Partners Entrepreneur Fund, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF 355,417 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 355,417 WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 355,417 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Less than 1% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 13G CUSIP NO. 45885A 10 2 Page 7 of 13 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Morgan Stanley Venture Partners III, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF 8,123,842 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 8,123,842 WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,123,842 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.4% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1 (a) Name of Issuer: InterNAP Network Services Corporation (the "Issuer") Item 1 (b) Address of Issuer's Principal Executive Offices: 601 Union Street Suite 1000 Seattle, WA 98101 Item 2 (a) Names of Persons Filing: Morgan Stanley Dean Witter & Co. ("MSDW") Morgan Stanley Venture Capital III, L.L.C. ("MSVC LLC") Morgan Stanley Venture Capital III, Inc. ("MSVCI") Morgan Stanley Venture Investors III, L.P. ("MSVI") The Morgan Stanley Venture Partners Entrepreneur Fund, L.P. ("MSVPEF") Morgan Stanley Venture Partners III, L.P. ("MSVP III", and, together with MSVI and MSVPEF, the "Funds") Item 2 (b) Address of Principal Business Office, or, if None, Residence: For MSDW: 1585 Broadway New York, NY 10036 For each of the other persons named in Item 2(a): 1221 Avenue of the Americas New York, NY 10020 Item 2 (c) Citizenship: See Item 4 of Cover Pages Item 2 (d) Title of Class of Securities: Common Stock , Par Value $0.001 per Share Item 2 (e) CUSIP Number: 45885A 10 2 8 Item 3 If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker of 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); (h) [ ] 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] 9 Item 4 Ownership (a) Amount Beneficially Owned: See Item 9 of Cover Pages. MSDW is the sole shareholder of MSVCI, the institutional managing member of MSVC LLC, the General Partner of the Funds. As General Partner of the Funds, MSVC LLC has the shared power, on behalf of the Funds, to vote or direct the vote and to dispose or direct the disposition of all of the 9,259,259 shares of Common Stock of the Funds. As the institutional managing member of MSVC LLC, MSVCI shares, together with the remaining managing members, the power to direct the actions of MSVC LLC and thereby shares in the power to vote or direct the vote and to dispose or direct the disposition of all of the 9,259,259 shares of Common Stock held by the Funds. Pursuant to Rule 13d-4 under the Act, each of MSDW, MSVC LLC and MSVCI disclaims beneficial ownership of the securities of the Issuer referred to herein, and the filing of this Schedule 13G shall not be construed as an admission that any of MSDW, MSVC LLC or MSVCI is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities of the Issuer covered by this statement. (b) Percent of Class: See Item 11 of Cover Pages (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: See Item 5 of Cover Pages (ii) shared power to vote or to direct the vote: See Item 6 of Cover Pages (iii) sole power to dispose or to direct the disposition of: See Item 7 of Cover Pages (iv) shared power to dispose or to direct the disposition of: 10 See Item 8 of Cover Pages 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 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 each of the undersigned certifies that, to the best of their knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of the securities and were not acquired in connection with or as a participant in any transaction having that purpose or effect. 11 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: September 28, 1999 MORGAN STANLEY DEAN WITTER & CO. /s/ Stephanie Holmes ---------------------------------------- Name: Stephanie Holmes Title: Authorized Signatory MORGAN STANLEY VENTURE CAPITAL III, L.L.C. By: Morgan Stanley Venture Capital III, Inc., its Institutional Managing Member /s/ Stephanie Holmes ------------------------------------ Name: Stephanie Holmes Title: Vice President and Assistant Secretary MORGAN STANLEY VENTURE CAPITAL III, INC. /s/ Stephanie Holmes ---------------------------------- Name: Stephanie Holmes Title: Vice President and Assistant Secretary MORGAN STANLEY VENTURE PARTNERS III, L.P. By: Morgan Stanley Venture Capital III, L.L.C., its General Partner By: Morgan Stanley Venture Capital III, Inc., Institutional Managing Member of the General Partner /s/ Stephanie Holmes ---------------------------------- Name: Stephanie Holmes Title: Vice President and Assistant Secretary 12 MORGAN STANLEY VENTURE PARTNERS ENTREPRENEUR FUND, L.P. By: Morgan Stanley Venture Capital III, L.L.C., its General Partner By: Morgan Stanley Venture Capital III, Inc., Institutional Managing Member of the General Partner /s/ Stephanie Holmes ---------------------------------- Name: Stephanie Holmes Title: Vice President and Assistant Secretary MORGAN STANLEY VENTURE INVESTORS III, L.P. By: Morgan Stanley Venture Capital III, L.L.C., its General Partner By: Morgan Stanley Venture Capital III, Inc., Institutional Managing Member of the General Partner /s/ Stephanie Holmes ---------------------------------- Name: Stephanie Holmes Title: Vice President and Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----