-----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, Ok0UcbvbnYHDpLl0Uqzk34phk2/Ex5Wbzgp3KrrcoGXZojUh416DWoR1w3WkDTaZ 8HND8ShJ9U9exmsyHtS9xQ== 0000950148-98-000417.txt : 19980306 0000950148-98-000417.hdr.sgml : 19980306 ACCESSION NUMBER: 0000950148-98-000417 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980305 SROS: NONE GROUP MEMBERS: ED HARRIS ROLLOVER IRA, EDWARD F. HARRIS GROUP MEMBERS: HARRIS EDWARD F GROUP MEMBERS: HARRIS FAMILY TRUST GROUP MEMBERS: THE HARRIS ASSETS REVOCABLE TRUST GROUP MEMBERS: THE HARRIS FAMILY CHARITABLE REMAINDER UNITRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHOPPING COM CENTRAL INDEX KEY: 0001045360 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 330733679 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53689 FILM NUMBER: 98557701 BUSINESS ADDRESS: STREET 1: 2101 E COAST HIGHWAY GARDEN LEVEL CITY: CORONA DEL MAR STATE: CA ZIP: 92625 BUSINESS PHONE: 7146404393 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARRIS EDWARD F CENTRAL INDEX KEY: 0001057088 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PO BOX 543 CITY: GLENBROOK STATE: NV ZIP: 89413 BUSINESS PHONE: 7027495021 MAIL ADDRESS: STREET 1: PO BOX 543 CITY: GLENBROOK STATE: NV ZIP: 89413 SC 13D 1 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Shopping.com ---------------- (Name of Issuer) Common Stock, no par value per share ------------------------------------ (Title of Class of Securities) 82509Q106 ------------------------------------- (CUSIP Number of Class of Securities) Asher M. Leids, Esq. Donahue, Mesereau & Leids LLP 1900 Avenue of the Stars Suite 2700 Los Angeles, California 90067 (310) 277-1441 ------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 5, 1997 ----------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Statement because of Rule 13D-1(b)(3) or (4), check the following [ ] Check the following box if a fee is being paid with this Statement: [ ] 2 CUSIP No. 82509Q106 (1) NAME OF REPORTING PERSON: Edward F. Harris S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON: (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [X] (3) SEC USE ONLY (4) SOURCE OF FUNDS* PF (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America : (7) SOLE VOTING POWER : 326,431 NUMBER OF : SHARES : (8) SHARED VOTING POWER BENEFICIALLY : -0- OWNED BY : EACH : (9) SOLE DISPOSITIVE POWER REPORTING : 326,431 PERSON WITH : :(10) SHARED DISPOSITIVE POWER : -0- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 326,431 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.2% (14) TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 2 of 20 3 CUSIP No. 82509Q106 (1) NAME OF REPORTING PERSON: The Harris Assets Revocable Trust S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON: (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [X] (3) SEC USE ONLY (4) SOURCE OF FUNDS* PF (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION Colorado : (7) SOLE VOTING POWER : 16,795 NUMBER OF : SHARES : (8) SHARED VOTING POWER BENEFICIALLY : -0- OWNED BY : EACH : (9) SOLE DISPOSITIVE POWER REPORTING : 16,795 PERSON WITH : :(10) SHARED DISPOSITIVE POWER : -0- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,795 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.4% (14) TYPE OF REPORTING PERSON* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 of 20 4 CUSIP No. 82509Q106 (1) NAME OF REPORTING PERSON: Ed Harris Rollover IRA, Edward F. Harris S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON: (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [X] (3) SEC USE ONLY (4) SOURCE OF FUNDS* PF (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION Nevada : (7) SOLE VOTING POWER : 59,823 NUMBER OF : SHARES : (8) SHARED VOTING POWER BENEFICIALLY : -0- OWNED BY : EACH : (9) SOLE DISPOSITIVE POWER REPORTING : 59,823 PERSON WITH : :(10) SHARED DISPOSITIVE POWER : -0- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,823 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.5% (14) TYPE OF REPORTING PERSON* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 of 20 5 CUSIP No. 82509Q106 (1) NAME OF REPORTING PERSON: Harris Family Trust S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON: (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [X] (3) SEC USE ONLY (4) SOURCE OF FUNDS* PF (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION Nevada : (7) SOLE VOTING POWER : 220,000 NUMBER OF : SHARES : (8) SHARED VOTING POWER BENEFICIALLY : -0- OWNED BY : EACH : (9) SOLE DISPOSITIVE POWER REPORTING : 220,000 PERSON WITH : :(10) SHARED DISPOSITIVE POWER : -0- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 220,000 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.5% (14) TYPE OF REPORTING PERSON* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 of 20 6 CUSIP No. 82509Q106 (1) NAME OF REPORTING PERSON: The Harris Family Charitable Remainder UniTrust S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON: (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [X] (3) SEC USE ONLY (4) SOURCE OF FUNDS* PF (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION Colorado : (7) SOLE VOTING POWER : 29,813 NUMBER OF : SHARES : (8) SHARED VOTING POWER BENEFICIALLY : -0- OWNED BY : EACH : (9) SOLE DISPOSITIVE POWER REPORTING : 29,813 PERSON WITH : :(10) SHARED DISPOSITIVE POWER : -0- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,813 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.7% (14) TYPE OF REPORTING PERSON* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 of 20 7 This statement on Schedule 13D (the "Schedule 13D"), relates to the Common Stock, no par value per share (the "Common Stock" or the "Shares"), issued by Shopping.Com, a California corporation (the "Company"), and is being filed pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The information set forth in the Exhibits attached hereto is hereby expressly incorporated herein by reference and the response to each item of this Schedule 13D is qualified in its entirety by the provisions of such exhibits. ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D relates to shares of the common stock, no par value per share (the "Shares"), of the Company. The principal executive offices of the Company are located at 2101 East Coast Highway, Garden Level, Corona Del Mar, California 92625. ITEM 2. IDENTITY AND BACKGROUND (a) This Schedule 13D is being filed by The Harris Assets Revocable Trust, the Ed Harris Rollover IRA, the Harris Family Trust and The Harris Family Charitable Remainder UniTrust (collectively, the "Trusts") and Edward F. Harris (collectively, the Trusts and Edward Harris may hereinafter be referred to as the "Reporting Persons"). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists. (b) The business address of each of the Reporting Persons is P.O. Box 593, Glenbrook, Nevada 89413. (c) The principal occupation of Edward Harris is private investor. The Haris Assets Revocable Trust is a revocable trust created under the laws of Colorado on October 14, 1994. The Harris Assets Revocable Trust makes investments with funds obtained from the corpus of the trust. The Ed Harris Rollover IRA is an individual retirement account created under the laws of California in May 1996. The Ed Harris Rollover IRA makes investments with funds obtained from the corpus of the trust. The Harris Family Trust is a revocable trust 7 of 20 8 created under the laws of Nevada on June 19, 1991. The Harris Family trust makes investments with funds obtained from the corpus of the trust. The Harris Family Charitable Remainder Unitrust is a charitable trust created under the laws of Colorado on October 19, 1993. The Harris Family Charitable Remainder Unitrust makes investments with funds obtained from the corpus of the trust. Edward F. Harris is the sole trustee of the Ed Harris Rolloever IRA and The Harris Assets Revocable Trust. Edward Harris is a co-trustee with Sandra E. Harris, his wife, of The Harris Family Charitable Remainder Unitrust and the Harris Family Trust. (d) During the past five years, none of the Reporting Persons and, to the best knowledge of the Reporting Persons, none of the executive officers, directors, trustees or controlling persons of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons, and, to the best knowledge of the Reporting Persons, none of the executive officers, directors, trustees or control persons of the Reporting Persons has, during the last five years, been a party to a civil proceeding or subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to Federal or state securities laws or finding any violation with respect to such laws. (f) Edward F. Harris is a United States citizen. The Harris Assets Revocable Trust and The Harris Family Charitable Remainder UniTrust were established under the laws of the State of Colorado. The Harris Family Trust and the Ed Harris Rollover IRA were established under the laws of the State of Nevada. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The aggregate amount of funds required by The Harris Assets Revocable Trust to acquire the 18,495 Shares purchased by it on December 5, 1997 was $166,455 inclusive of brokerage commissions (which were $0 in total). All funds used to purchase such Shares were obtained from trust funds. The aggregate amount of funds required by the Ed Harris Rollover IRA to acquire the 59,823 Shares purchased by it on December 5, 1997 was $538,407 inclusive of brokerage commission (which were $0 in total). All funds used to purchase such Shares were obtained from trust funds. 8 of 20 9 The aggregate amount of funds required by the Harris Family Trust to acquire the 245,000 Shares purchased by it on December 5, 1997 was $2,205,000 inclusive of brokerage commissions (which were $0 in total). All funds used to purchase such Shares were obtained from trust funds. The aggregate amount of funds required by The Harris Family Charitable Remainder UniTrust to acquire the 29,813 Shares purchased by it on December 5, 1997 was $268,317 inclusive of brokerage commissions (which were $0 in total). All funds used to purchase such Shares were obtained from trust funds. ITEM 4. PURPOSE OF TRANSACTION The Reporting Persons purchased the Shares for purposes of investment. Subject to applicable legal and contractual requirements, and depending upon their evaluations of the Company's business and prospects, future developments, market conditions and other factors, the Reporting Persons, may, from time to time, purchase additional Shares or sell or cause to be sold, all or a portion of these Shares for which the Reporting Persons exercise voting or dispositive power, either in open market or privately negotiated transactions or otherwise. Subject to the foregoing, the Reporting Persons have no plans or proposals which relate to Items 4(a) through (j) of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Edward F. Harris is the sole trustee of each of the Ed Harris Rollover IRA and The Harris Assets Revocable Trust and is co-trustee with Sandra E. Harris, his wife, of each of The Harris Family Charitable Remainder UniTrust and the Harris Family Trust and consequently may be deemed to beneficially own the 326,431 Shares held directly by each of the Trusts, representing approximately 8.2% of the Shares outstanding. The Harris Assets Revocable Trust is the beneficial owner of 16,795 Shares representing approximately 0.4% of the Shares outstanding. The Ed Harris Rollover IRA is the beneficial owner of 59,823 Shares representing approximately 1.5% of the Shares outstanding. The Harris Family Trust is the beneficial owner of 220,000 Shares representing approximately 5.5% of the Shares outstanding. The Harris Family Charitable Remainder UniTrust is 9 of 20 10 the beneficial owner of 29,813 Shares representing approximately 0.7% of the Shares outstanding. The Reporting Persons, in the aggregate, beneficially own 326,431 Shares, representing approximately 8.2% of the Shares outstanding. The percentage of Shares outstanding reported as beneficially owned by each person herein on the date hereof is based upon the Company's Form 10-Q for the Quarter Ended October 31, 1997 so that the Reporting Person's information is that the total Shares issued and outstanding as of January 9, 1998 was 4,002,000 Shares. (b) Edward F. Harris has sole voting and dispositive power with respect to the 326,431 Shares directly owned by the Trusts. The Harris Assets Revocable Trust has direct ownership of the 16,795 Shares owned by it. The Ed Harris Rollover IRA has direct ownership of the 59,823 Shares owned by it. The Harris Family Trust has direct ownership of the 220,000 Shares owned by it. The Harris Family Charitable Remainder UniTrust has direct ownership of the 29,813 Shares owned by it. (c) Except as set forth on Exhibit 2, no transactions in Shares were effected since December 5, 1997 by the Reporting Persons. (d) Not Applicable. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None of the Reporting Persons has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Company. 10 of 20 11 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Joint Filing Agreement among the Reporting Persons pursuant to Rule 13d- 1(f)(1)(iii). Exhibit 2 Transactions of Reporting Persons since December 5, 1997. 11 of 20 12 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. Date: March 3, 1998 EDWARD F. HARRIS /s/ Edward F. Harris ---------------------------------------- EDWARD F. HARRIS 12 of 20 13 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. Date: March 3, 1998 THE HARRIS ASSETS REVOCABLE TRUST By: /s/ Edward F. Harris ------------------------------------ Name : Edward F. Harris Title: Trustee 13 of 20 14 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. Date: March 3, 1998 ED HARRIS ROLLOVER IRA By: /s/ Edward F. Harris ------------------------------------ Name : Edward F. Harris Title: Trustee 14 of 20 15 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. Date: March 3, 1998 HARRIS FAMILY TRUST By: /s/ Edward F. Harris ------------------------------------ Name : Edward F. Harris Title: Trustee 15 of 20 16 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. Date: March 3, 1998 THE HARRIS FAMILY CHARITABLE REMAINDER UNITRUST By: /s/ Edward F. Harris ------------------------------------ Name : Edward F. Harris Title: Trustee 16 of 20 17 EXHIBIT 1 JOINT FILING AGREEMENT Agreement among Edward F. Harris, The Harris Assets Revocable Trust, the Ed Harris Rollover IRA, the Harris Family Trust and The Harris Family Charitable Remainder UniTrust, whereby in accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing on behalf of each of them of a Statement on Schedule 13D with respect to the equity securities of Shopping.Com and further agrees that this Joint Filing Agreement be included as an exhibit to such joint filings provided that, as contemplated by section 13D-1(f)(2)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. In evidence thereof the undersigned, being duly authorized, hereby execute this Agreement in counterpart as of this 3rd day of March, 1998. /s/ Edward F. Harris ------------------------------------ EDWARD F. HARRIS THE HARRIS ASSETS REVOCABLE TRUST /s/ Edward F. Harris ------------------------------------ Name : Edward F. Harris Title: Trustee ED HARRIS ROLLOVER IRA /s/ Edward F. Harris ------------------------------------ Name : Edward F. Harris Title: Trustee 17 of 20 18 HARRIS FAMILY TRUST /s/ Edward F. Harris ------------------------------------ Name : Edward F. Harris Title: Trustee THE HARRIS FAMILY CHARITABLE REMAINDER UNITRUST /s/ Edward F. Harris ------------------------------------ Name : Edward F. Harris Title: Trustee 18 of 20 19 EXHIBIT 2 The following table sets forth information with respect to each transaction in the Shares by the Reporting Persons since December 5, 1997. All transactions were effected in the open market on the over-the-counter bulletin board through a broker and reflects the trade date of each such transaction. Transactions in Shares by The Harris Assets Revocable Trust
Number of Shares Date Purchased/(Sold) Price Per Share - ---- ---------------- --------------- 12/5/97 18,495 $ 9.000 1/5/98 (1,000) $11.250 1/12/98 ( 700) $12.750
Transactions in Shares by the Ed Harris Rollover IRA
Number of Shares Date Purchased/(Sold) Price Per Share - ---- ---------------- --------------- 12/5/97 59,823 $ 9.000
Transactions in Shares by the Harris Family Trust
Number of Shares Date Purchased/(Sold) Price Per Share - ---- ---------------- --------------- 12/5/97 245,000 $ 9.000 1/21/98 (25,000) $14.625
19 of 20 20 Transactions in Shares by The Harris Family Charitable Remainder UniTrust
Number of Shares Date Purchased/(Sold) Price Per Share - ---- ---------------- --------------- 12/9/97 29,813 $ 9.000
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