-----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, FbgKKlWtAkfxPFkABO+p2faIXAU6WYirqjG2l29sCzYni3Cb6cpi2tkIl7HUWR6s 4zpigkl2lftFy+rYe4wvoA== 0000950103-00-000194.txt : 20000211 0000950103-00-000194.hdr.sgml : 20000211 ACCESSION NUMBER: 0000950103-00-000194 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNET CAPITAL GROUP INC CENTRAL INDEX KEY: 0001085621 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 232996071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-57841 FILM NUMBER: 531580 BUSINESS ADDRESS: STREET 1: 800 SAFEGUARD BUILDING STREET 2: 435 DEVON PARK DRIVE CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6109890111 MAIL ADDRESS: STREET 1: 800 SAGEGUARD BUILDING STREET 2: 435 DEVON PARK DRIVE CITY: WAYNE STATE: PA ZIP: 19087 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMCAST ICG INC CENTRAL INDEX KEY: 0001105716 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1201 MARKET STREET STREET 2: SUITE 2201 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3025948700 MAIL ADDRESS: STREET 1: 1201 MARKET STREET STREET 2: SUITE 2201 CITY: WILMINGTON STATE: DE ZIP: 19801 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------------- SCHEDULE 13G (Rule 13d-102) 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)* Internet Capital Group, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 46059C106 (CUSIP Number) - ------------------------------------------------------------------------------- August 4, 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 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 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). Page 1 of 8 - -------------------- ----------------------- CUSIP No. 46059C106 13G Page 2 of 7 Pages - -------------------- ----------------------- - ------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS Comcast ICG, Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 51-0374809 - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION - ------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER 23,833,998 SHARES ----------------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER None OWNED BY ----------------------------------------------------------- EACH 7. SOLE DISPOSITIVE POWER 23,833,998 REPORTING ----------------------------------------------------------- PERSON WITH 8. SHARED DISPOSITIVE POWER None - ------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,833,998 - ------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* - ------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.1 - ------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 8 Item 1(a). Name of Issuer: The issuer of the class of equity securities to which this statement relates is Internet Capital Group, Inc. (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices: The principal executive offices of Internet Capital Group, Inc. are located at 435 Devon Park Drive, Building 800, Wayne, Pennsylvania 19087. Item 2(a). Name of Person Filing: This statement is being filed on behalf of Comcast ICG, Inc. ("Comcast ICG"). Comcast ICG is a wholly owned subsidiary of Comcast Online Communications, Inc. ("Comcast Online"), which is a wholly owned subsidiary of Comcast Corporation ("Comcast"). Sural Corporation ("Sural"), owns approximately 77% of the voting power of Comcast's voting common stock. The President of Comcast, Brian L. Roberts, owns stock representing substantially all of the voting power of all classes of voting securities of Sural. Item 2(b). Address of Principal Business Office or, if None, Residence: The principal business office of Comcast ICG is 1201 Market Street, Suite 2201, Wilmington, DE 19801. The principal business office of Comcast Online is 1500 Market Street, Philadelphia, Pennsylvania 19102. The principal business office of Comcast is 1500 Market Street, Philadelphia, Pennsylvania 19102. The principal business office of Sural is 1201 Market Street, Suite 2201, Wilmington, DE 19801. The business address of Brian L. Roberts is 1500 Market Street, Philadelphia, Pennsylvania 19102. Item 2(c). Citizenship: Comcast ICG was organized in the state of Delaware. Comcast Online was organized in the state of Delaware. Comcast was organized in the state of Pennsylvania. Sural was organized in the state of Delaware. Brian L. Roberts is a citizen of the United States. Item 2(d). Title of Class of Securities: Common Stock, par value $.001 per share (the "Common Stock"), of the Issuer. Item 2(e). CUSIP Number: The CUSIP Number for the Common Stock is 46059C106. Page 3 of 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 or 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. [ ] Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1. (a) Amount beneficially owned: Comcast ICG may be deemed to be the beneficial owner of 23,833,998 shares of Common Stock as a result of its direct ownership of 23,283,332 shares of Common Stock and its direct ownership of currently exercisable warrants and options to purchase 550,666 shares of Common Stock. Comcast Online may be deemed to be the beneficial owner of 23,833,998 shares of Common Stock deemed to be owned by Comcast ICG referred to above. Comcast Online is the sole shareholder of Comcast ICG. Comcast may be deemed to be the beneficial owner of the 23,833,998 shares of Common Stock deemed to be owned by Comcast ICG. Comcast is the sole shareholder of Comcast Online. Sural may be deemed to be the beneficial owner of the 23,833,998 shares of Common Stock deemed to be owned by Comcast ICG referred to above. Sural owns approximately 77% of the voting power of Comcast's voting common stock. Brian L. Roberts may be deemed to be the beneficial owner of the 23,833,998 shares of Common Stock deemed to be owned by Comcast ICG referred to above. Brian L. Roberts owns stock representing substantially all of the voting power of all classes of voting securities of Sural. Comcast Interactive Capital, L.P. ("Comcast Interactive") may be deemed to be the beneficial owner of 499,998 shares of Common Stock as a result of its direct ownership of 416,666 shares of Common Stock and its direct ownership of currently exercisable warrants to purchase 83,332 shares of Common Stock. Comcast CICG, L.P. ("CICG"), a wholly owned subsidiary of Comcast, holds 85% of the partnership interests in Comcast Interactive and is Comcast Interactive's sole limited partner. Comcast CICG GP, Inc. ("GP") and Comcast CICG LP, Inc. ("LP"), each wholly owned subsidiaries of Comcast, together hold a 100% interest in CICG. Comcast Investment Holdings, Inc. (together with CICG, GP and LP, the "Comcast Companies"), a direct wholly owned subsidiary of Comcast, holds a 100% interest in both GP and LP. The Comcast Companies, Comcast ICG, Comcast Online, Comcast, Sural and Brian L. Roberts Page 4 of 8 disclaim beneficial ownership with respect to the shares of Common Stock that may be deemed to be beneficially owned by Comcast Interactive. Shares of Common Stock held by Comcast Interactive have not been included in the amounts or percentages set forth elsewhere herein. (b) Percent of class: Each of Comcast ICG, Comcast Online, Comcast, Sural and Brian L. Roberts may be deemed to beneficially own 9.1% of the shares of Common Stock (including 550,666 shares of Common Stock that are issuable upon conversion of currently exercisable warrants and options held by Comcast ICG). (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: Comcast ICG has the power to vote or direct the vote of the 23,833,998 shares of Common Stock deemed to be owned by Comcast ICG referred to above (including 550,666 shares of Common Stock that are issuable upon conversion of currently exercisable warrants and options held by Comcast ICG). Comcast Online, Comcast, Sural and Brian L. Roberts may be deemed to have power to vote or direct the vote of the 23,833,998 shares of Common Stock deemed to be owned by Comcast ICG. (ii) Shared power to vote or to direct the vote: None (iii) Sole power to dispose or to direct the disposition of: Comcast ICG has the power to dispose or direct the disposition of the 23,833,998 shares of Common Stock deemed to be owned by Comcast ICG referred to above (including 550,666 shares of Common Stock that are issuable upon conversion of currently exercisable warrants and options held by Comcast ICG). Comcast Online, Comcast, Sural and Brian L. Roberts may be deemed to have power to dispose or to direct the disposition of the 23,833,998 shares of Common Stock deemed to be owned by Comcast ICG. (iv) Shared power to dispose or to direct the disposition of: None 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. Page 5 of 8 Item 10. Certifications. Not applicable. Page 6 of 8 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 10, 2000 Comcast ICG, Inc. By: /s/ Abram E. Patlove ----------------------------- Name: Abram E. Patlove Title: President The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Page 7 of 8 Exhibit Index None Page 8 of 8 -----END PRIVACY-ENHANCED MESSAGE-----