-----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, T5MpBkwxOoL79qqVwpanV4y7yNxM/VXbtQyd26+kHd6nyBoSH+j1QDvA7EhhBeks 0K5U08KgLqFEo8cpVP00nQ== 0000941655-01-000017.txt : 20010223 0000941655-01-000017.hdr.sgml : 20010223 ACCESSION NUMBER: 0000941655-01-000017 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010214 GROUP MEMBERS: JOSHUA RUCH GROUP MEMBERS: RHO MANAGEMENT CO INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IVILLAGE INC CENTRAL INDEX KEY: 0001074767 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 133845162 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-56097 FILM NUMBER: 1541033 BUSINESS ADDRESS: STREET 1: 500-512 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2126040963 MAIL ADDRESS: STREET 1: 500-512 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RHO MANAGEMENT CO INC CENTRAL INDEX KEY: 0001020455 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133087622 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127516677 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 0001.txt SCHEDULE 13G AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* iVillage Inc. ----------------------------------------- (Name of Issuer) Common Stock, $0.01 par value ----------------------------------------- (Title of Class of Securities) 46588H105 ----------------------------------------- (CUSIP Number) December 31, 2000 ----------------------------------------- (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). CUSIP No. 46588H105 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Rho Management Company, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 1,668,885 Shares 6 SHARED VOTING POWER 0 Shares 7 SOLE DISPOSITIVE POWER 1,668,885 Shares 8 SHARED DISPOSITIVE POWER 0 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,668,885 Shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.6% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO/IA CUSIP No. 46588H105 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Joshua Ruch 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of South Africa NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 150,000 Shares 6 SHARED VOTING POWER 1,668,885 Shares 7 SOLE DISPOSITIVE POWER 150,000 Shares 8 SHARED DISPOSITIVE POWER 1,668,885 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,818,885 Shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.1% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN This Amendment No. 1 to Schedule 13G for iVillage Inc., a Delaware corporation (the "Company"), amends a Schedule 13G, dated December 31, 1999, with respect to the Common Stock, par value $0.01 per share (the "Shares"), of the Company beneficially owned by Rho Management Company, Inc. and Joshua Ruch, as follows below. This Amendment is filed to amend Items 2(a)-(c) and 4, as of December 31, 2000, contained in the statement on Schedule 13G as most recently amended. Item 1. No amendment. Item 2. Identity of Persons Filing. (a) This Statement is being filed by Rho Management Company, Inc. ("Rho"), a New York corporation, and Joshua Ruch. Rho serves as investment advisor to a number of investment vehicles, and as such may be deemed to exercise investment and voting control over Shares registered in the names of such vehicles. Joshua Ruch, a controlling stockholder of Rho, may be deemed to have shared authority over the Shares reported by Rho herein, and to exercise independent investment and voting authority over certain Shares. (b)-(c) Rho is a New York corporation, with its address at 152 West 57th Street, 23rd Floor, New York, New York 10019. Mr. Ruch is a citizen of the Republic of South Africa, with his address c/o Rho, 152 West 57th Street, 23rd Floor, New York, New York 10019. Item 4. Ownership See cover page for each reporting person. As the ultimate holder of voting and investment authority over the Shares owned by its investment advisory clients, Rho may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of 1,668,885 Shares reported hereby, constituting 5.6% of the Company's outstanding shares reported as of the reporting event date. Joshua Ruch is a controlling stockholder of Rho, and as such may be deemed to have shared control over the Shares reported for Rho. Mr. Ruch additionally exercises investment and voting control over certain other Shares held in personal accounts, over which he may be deemed to have sole beneficial ownership. Mr. Ruch accordingly may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of 1,818,885 Shares reported hereby, constituting 6.1% of the Company's outstanding shares reported as of the reporting event date. Other than Shares in which he has a pecuniary interest, Mr. Ruch disclaims beneficial ownership of the Shares reported by this Statement. Items 3. - 9. No amendment. Item 10. Certifications 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. 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. Dated: February 14, 2001. RHO MANAGEMENT COMPANY, INC. By: /s/ Joshua Ruch -------------------------- Name: Joshua Ruch Title: President JOSHUA RUCH /s/ Joshua Ruch -------------------------- Name: Joshua Ruch -----END PRIVACY-ENHANCED MESSAGE-----