-----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, PNhgeXEQawVy/SmNGyz5Y1sFvJSZVvk3w/wcFWqojMAEf3pjmVzbaX1KsAfGlu7l n1v3rM+xeWuBxZmgAMAzuA== 0001050929-00-000057.txt : 20000216 0001050929-00-000057.hdr.sgml : 20000216 ACCESSION NUMBER: 0001050929-00-000057 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000215 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 SEC ACT: SEC FILE NUMBER: 005-56097 FILM NUMBER: 546343 BUSINESS ADDRESS: STREET 1: 212 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2126040963 MAIL ADDRESS: STREET 1: 212 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RHO MANAGEMENT PARTNERS L P CENTRAL INDEX KEY: 0001020457 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 223233664 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: CEDAR RIDGE RD CITY: BEDMINSTER STATE: NJ ZIP: 07921 BUSINESS PHONE: 2127516677 MAIL ADDRESS: STREET 1: CEDAR RIDGE RD CITY: BEDMINSTER STATE: NJ ZIP: 07921 SC 13G 1 IVILLAGE INC. - SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c) AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) iVILLAGE INC. ------------------------------------------------------------ (Name of Issuer) Common Stock, $0.01 Par Value ------------------------------------------------------------ (Title of Class of Securities) 46588H105 ------------------------------------------------------------ (CUSIP NUMBER) Rho Management Partners, L.P. 124 Duane Road Quogue, New York 11959 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - with copies to - Stephen Rosenberg, Esq. Tannenbaum Helpern Syracuse & Hirschtritt LLP 900 Third Avenue - 13th Floor New York, New York 10022 (212) 508-6700 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 is filed: |_| Rule 13d-1-(b) |_| Rule 13d-1-(c) |X| Rule 13d-1-(d) 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. Page 1 of 8 Pages CUSIP No. 46588H105 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Rho Management Partners, L.P. 2. Check the Appropriate Box if a Member of a Group (See Instructions) a. |_| b. |X| 3. SEC Use Only 4. Citizenship or Place of Organization: Delaware Number of Shares 5. Sole Voting Power 1,674,928 Shares Beneficially Owned by 6. Shared Voting Power 0 Each Reporting 7. Sole Dispositive Power 1,674,928 Shares Person With 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,674,928 Shares 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row 9 5.67% of Common Stock 12. Type of Reporting Person (See Instructions) PN Page 2 of 8 Pages CUSIP No. 46588H105 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Rho Management Trust I 2. Check the Appropriate Box if a Member of a Group (See Instructions) a. |_| b. |X| 3. SEC Use Only 4. Citizenship or Place of Organization: New York Number of Shares 5. Sole Voting Power 1,668,885 Shares Beneficially Owned by 6. Shared Voting Power 0 Each Reporting 7. Sole Dispositive Power 1,668,885 Shares Person With 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,668,885 Shares 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row 9 5.65% of Common Stock 12. Type of Reporting Person (See Instructions) OO Page 3 of 8 Pages CUSIP No. 46588H105 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Joshua Ruch 2. Check the Appropriate Box if a Member of a Group (See Instructions) a. |_| b. |X| 3. SEC Use Only 4. Citizenship or Place of Organization: Republic of South Africa Number of Shares 5. Sole Voting Power 0 Shares Beneficially Owned by 6. Shared Voting Power 1,674,928 Shares Each Reporting 7. Sole Dispositive Power 0 Shares Person With 8. Shared Dispositive Power 1,674,928 Shares 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,674,928 Shares 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row 9 5.67% of Common Stock 12. Type of Reporting Person (See Instructions) IN Page 4 of 8 Pages CUSIP No. 46588H105 Item 1(a) Name of Issuer: iVILLAGE INC. Item 1(b) Address of Issuer: iVILLAGE INC. 212 Fifth Avenue New York, New York 10010 Item 2(a) Name of Person Filing: (a) This Schedule is being filed by Rho Management Partners L.P. ("Rho"), a Delaware limited partnership, Rho Management Trust I, a New York grantor trust ("Trust I") and Joshua Ruch. Rho is investment advisor to Trust. Joshua Ruch is the controlling stockholder of Atlas Capital Corp., a Delaware corporation, which is sole general partner of Rho, and is Chairman, CEO and controlling stockholder of Rho Management Company, Inc., a New York corporation, to which certain advisory duties concerning the shares are delegated by Rho. Habib Kairouz, the managing director of Rho, is a director of the Issuer. (b)-(c) Rho is a Delaware limited partnership, with its address at 124 Dune Road, Quogue, New York 11959. Trust I's address is Rho Management Company, Inc., 152 W. 57th Street, New York, New York 10019, and the trustee of Trust I is William F. Indoe, Esq., whose address is Sullivan & Cromwell, 125 Broad Street, New York, New York 10004. Mr. Ruch is a citizen of the Republic of South Africa, with his address at Rho Management Company, Inc., 152 W. 57th Street, New York, New York 10019. Item 2(d) Title of Class of Securities: Common Stock, $0.01 Value Item 2(e) CUSIP Number: 46588H105 Item 3 If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or 13d-2(c) promulgated under the Securities Exchange Act of 1934, check whether the filing person is a: Page 5 of 8 Pages CUSIP No. 46588H105 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, e. |_| Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E), f. |_| Employee Benefit Plan, or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F), g. |_| Parent Holding Company or Control Person, in accordance with Rule 13d-1(b)(ii)(G); (Note: see Item 7) h. |_| A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); i. |_| A 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). Item 4 Ownership: As the holder of sole voting and investment authority over the shares owned by its 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 the aggregate amount of 1,674,928 shares representing approximately 5.67% of the outstanding shares of the Issuer (based upon 29,533,536 shares outstanding as of November 8, 1999, as reported on the latest 10-Q of the Issuer) consisting of 1,668,885 shares (5.65%) of shares held by Trust I and by another client of Rho. Rho disclaims any economic interest or beneficial ownership of shares covered by this Statement. As the controlling person of Rho, Mr. Ruch may also be deemed the beneficial owner of such shares. Thus, Mr. Ruch may be deemed, for purposes of Rule 13d-3, to be the beneficial owner of 1,674,928 shares of the Issuer (5.67% of the outstanding shares). Mr. Ruch disclaims beneficial ownership of shares held by Rho in which he does not have pecuniary interest. Page 6 of 8 Pages CUSIP No. 46588H105 Item 5 Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following |_| 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 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. Page 7 of 8 Pages CUSIP No. 46588H105 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. February 15, 2000 - --------------------------------------------------------------------------- Date RHO MANAGEMENT PARTNERS L.P. By: ATLAS CAPITAL CORP., its General Partner /s/ Joshua Ruch - --------------------------------------------------------------------------- By: Joshua Ruch Title: President RHO MANAGEMENT TRUST I By: RHO MANAGEMENT COMPANY, INC., its Investment Advisor /s/ Joshua Ruch - --------------------------------------------------------------------------- By: Joshua Ruch Title: President JOSHUA RUCH /s/ Joshua Ruch - --------------------------------------------------------------------------- By: Joshua Ruch Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----