-----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, EfmZai5jZHrdexv/DfSne0HKTyoa0X8JoudAldQkpSoLK02zOn53igSieTcbWfPz miD/jksk8V3iuaBckt/i7w== 0000889812-99-001784.txt : 19990608 0000889812-99-001784.hdr.sgml : 19990608 ACCESSION NUMBER: 0000889812-99-001784 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990607 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STARMEDIA NETWORK INC CENTRAL INDEX KEY: 0001057334 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 061461770 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-56367 FILM NUMBER: 99641684 BUSINESS ADDRESS: STREET 1: 29 WEST 36TH STREET 5TH FL CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2125489600 MAIL ADDRESS: STREET 1: 29 WEST 36TH STREET FIFTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHASE VENTURE CAPITAL ASSOCIATES L P CENTRAL INDEX KEY: 0001015240 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 380 MADISON AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126223100 MAIL ADDRESS: STREET 1: 380 MADISON AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 BENEFICIAL OWNERSHIP STATEMENT OMB APPROVAL OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response......14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 STARMEDIA NETWORK, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 855546107 - -------------------------------------------------------------------------------- (CUSIP Number) Harvey M. Eisenberg, Esq. O'Sullivan Graev & Karabell, LLP 30 Rockefeller Plaza - 41st Floor New York, New York 10112 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 25, 1999 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.|_| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies of this statement are to be sent. *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 disclosures provided in a prior cover page. The information required on 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). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. Page 1 of 10 SCHEDULE 13D ------------ Issuer: StarMedia Network, Inc. CUSIP Number 8555 46 107 - ------ ------------------------ - ------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Chase Venture Capital Associates, L.P. 13-337-6808 ..................................................................... - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ............................................................... (b) ............................................................... - ------------------------------------------------------------------------------- 3. SEC Use Only ...................................................... - ------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC ................................ - ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ................................................. - ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization California .............................. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Number of 7. Sole Voting Power 11,738,333 Shares ....................... Beneficially 8. Shared Voting Power Not applicable Owned by Each ..................... Reporting Person 9. Sole Dispositive Power 11,738,333 With ................... 10. Shared Dispositive Power Not applicable ................ - ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,738,333 ..................................................................... - ------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ................................................. - ------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 22.1% .................. - ------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN ............................................................................... Page 2 of 10 SCHEDULE 13D ------------ Issuer: StarMedia Network, Inc. CUSIP Number 8555 46 107 - ------ ------------------------ Item 1. Security and Issuer. - ---------------------------- This statement relates to the Common Stock, par value $0.001 per share (the "Common Stock"), of StarMedia Network, Inc., (the "Issuer"). The Issuer's principal executive offices are located at 29 West 36th Street, Fifth Floor, New York, New York 10018. Item 2. Identity and Background. - --------------------------------- This statement is being filed by Chase Venture Capital Associates, L.P., a California limited partnership (hereinafter referred to as "CVCA"), whose principal office is located at 380 Madison Avenue, 12th Floor, New York, New York 10017. CVCA is engaged in the venture capital and leveraged buyout business. The general partner of CVCA is Chase Capital Partners, a New York general partnership ("CCP"), which is also engaged in the venture capital and leveraged buyout business, and whose principal office is located at the same address as CVCA. Set forth below are the names of each general partner of CCP who is a natural person. Each such general partner is a U.S. citizen, whose principal occupation is general partner of CCP and whose business address (except for Mr. Soghikian) is c/o Chase Capital Partners, 380 Madison Avenue, 12th Floor, New York, New York 10017. John R. Baron Christopher C. Behrens Mitchell J. Blutt, M.D. Arnold L. Chavkin Michael R. Hannon Donald J. Hofmann Stephen P. Murray John M. B. O'Connor Brian J. Richmand Shahan D. Soghikian Jonas Steinman Jeffrey C. Walker Damion E. Wicker, M.D. Mr. Soghikian's address is c/o Chase Capital Partners, 50 California Street, Suite 2940, San Francisco, CA 94111. Jeffrey C. Walker is the managing general partner of CCP. The remaining general partners of CCP are Chase Capital Corporation, a New York corporation ("Chase Capital"), CCP Principals, L.P., a Delaware limited partnership ("Principals") and CCP European Principals, L.P., a Delaware limited partnership ("European Principals"), each of whose principal office is located at 380 Madison Avenue, 12th Floor, New York, New York 10017. Chase Capital is a wholly-owned subsidiary of The Chase Manhattan Corporation. The general partners of each of Principals and European Principals is Chase Capital. Chase Capital, Principals and European Principals are each engaged in the venture capital and leveraged buyout business. Set forth in Schedule A hereto and incorporated herein by reference are the names, business addresses and principal occupations or employments of each executive officer and director of Chase Capital, each of whom is a U.S. citizen. Page 3 of 10 SCHEDULE 13D ------------ Issuer: StarMedia Network, Inc. CUSIP Number 8555 46 107 - ------ ------------------------ The Chase Manhattan Corporation ("Chase") is a Delaware corporation engaged (primarily through subsidiaries) in the commercial banking business with its principal office located at 270 Park Avenue, New York, New York 10017. Set forth in Schedule B hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of Chase, each of whom is a U.S. citizen. To CVCA's knowledge, the response to Items 2(d) and (e) of Schedule 13D is negative with respect to CVCA and all persons to whom information is required hereunder by virtue of CVCA's response to Item 2. Insofar as the requirements of Items 3-6 inclusive of this Schedule 13D Statement require that, in addition to CVCA, the information called for therein should be given with respect to each of the persons listed in this Item 2, including CCP, CCP's individual general partners, Chase Capital, Chase Capital's executive officers and directors, Principals, and Principals' controlling partner, European Principals and European Principals' controlling partner, Chase and Chase's executive officers and directors, the information provided in Items 3-6 with respect to CVCA should also be considered fully responsive with respect to the aforementioned persons who have no separate interests in the Issuer's Common Stock which is required to be reported thereunder. Although the definition of "beneficial ownership" in Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), might also be deemed to constitute these persons beneficial owners of the Issuer's Common Stock acquired by CVCA, neither the filing of this statement nor any of its contents shall be deemed an admission that any of such persons is a beneficial owner of the Issuer's Common Stock acquired by CVCA or a member of a group together with CVCA either for the purpose of Schedule 13D of the Exchange Act or for any other purpose with respect to the Issuer's Common Stock. Item 3. Source and Amount of Funds or Other Consideration. - ----------------------------------------------------------- Transactions Involving the Issuer - --------------------------------- In July 1997, CVCA and the fl@tiron Fund LLC (the "fl@tiron Fund") purchased 5,535,000 and 465,000, shares, respectively, of the Issuer's Series A Convertible Preferred Stock (the "Series A Preferred Stock") pursuant to a Series A Convertible Preferred Stock Purchase Agreement dated as of July 25, 1997 (the "Series A Purchase Agreement") for an aggregate purchase price of $2767,500 and $232,500, respectively. In December 1997, CVCA sold 300,000 shares of its Series A Preferred Stock to New York City Investment Fund, LLC, for an aggregate purchase price of $150,000 pursuant to a Stock Purchase Agreement dated as of November 14, 1997. In January 1998, CVCA and the fl@tiron Fund purchased the Issuer's 8% Convertible Subordinated Notes in the aggregate amount of $3,590,000 and $410,000, respectively, due on the earlier of July 21, 1998 or the closing of the Issuer's Series B Preferred Stock financing; these were repaid in full on or about February 20, 1998. In February 1998, CVCA and the fl@tiron Fund purchased 2,393,333 and 273,333 shares, respectively, of the Issuer's Series B Redeemable Convertible Stock (the "Series B Preferred Stock") pursuant to a [Series B Preferred Stock Purchase Agreement] dated as of February 20, 1998 (the "Series B Purchase Agreement") for an aggregate Purchase Price of $3,589,999.50 and $409,999.50, respectively. In August 1998, CVCA, Flatiron Fund 1998/99 LLC, an affiliate of the fl@tiron Fund, ("Flatiron Fund 98/99" and together with the fl@tiron Fund, the "Flatiron Investors"), purchased the Issuer's 8% Convertible Subordinated Notes due on the earlier of December 31, 1998 or the closing of the Issuer's Series C Preferred Stock financing in the aggregate amount of $1,800,000 and $200,000, respectively, and which were repaid in full on August 24, 1998. In August 1998, CVCA and the Flatiron Fund 98/99 purchased 3,750,000 and 416,667 shares, respectively, of the Issuer's Series C Convertible Preferred Stock ("the Series C Preferred Stock") pursuant to a Series C Convertible Preferred Stock Purchase Agreement dated as of August 24, 1998 (the "Series C Purchase Agreement" and together with the Series A Purchase Agreement and the Series B Purchase Agreement, the "Purchase Agreements") for an aggregate purchase price of $18,000,000 and $20,000,000.60, respectively. On May 15, 1999, the Issuer initiated an initial public offering of its Common Stock, and as a result thereof each of the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock held by CVCA and the Flatiron Investors were automatically converted into shares of the Issuer's Page 4 of 10 SCHEDULE 13D ------------ Issuer: StarMedia Network, Inc. CUSIP Number 8555 46 107 - ------ ------------------------ Common Stock, the Purchase Agreements terminated and as a result thereof, CVCA and the Flatiron Investors became the record holders of 11,378,333 and 1,155,000, shares respectively. In addition, CVCA and the Flatiron Fund 98/99 purchased 360,000 and 90,000 shares, respectively, of the Issuer's Common Stock pursuant to open market transactions, for an aggregate purchase price equal to $5,250,000 and $1,350,000, respectively. In addition to the debt and equity purchases described above, Chase Securities Inc. ("Chase Securities"), an affiliate of CVCA, is party to certain agreements with the Issuer pursuant to which it performs various investment banking and advisory services on behalf of the Issuer. In 1998, Chase Securities received an aggregate amount of $1.2 million for these services. Also in addition to the foregoing, Susan Segal, Partner - Head of the Latin American Group of CCP, the sole general partner of CVCA, is currently a member of the Issuer's Board of Directors. In addition, the Flatiron Investors and/or affiliates of the Flatiron Investors (collectively, the "Flatiron Group") are parties to certain co-investment arrangements with CCP and/or affiliates of CCP (the "Chase Entities") pursuant to which the parties thereto have agreed to develop and manage a venture capital investment program for the purpose of making private investments, primarily in the securities of early stage companies in the Internet area (the "Program"). In substance, the Program is similar to a typical venture capital investment firm, with certain Flatiron Investors receiving the equivalent of a standard carried interest from the Chase Entities. Upon the occurrence of certain contingencies that are outside of the control of the Chase Entities, certain Chase Entities may acquire a pecuniary interest in the investments made by the Flatiron Investors. None of the Chase Entities presently has any beneficial or pecuniary interest in the shares of the Issuer held by the Flatiron Investors. Source of Funds - --------------- The funds provided by CVCA for the purchase of the Issuer's Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Common Stock and 8% Subordinated Notes were obtained from CVCA's contributed capital, which includes funds that are held available for such purpose. Disclaimer of Group Status - -------------------------- Notwithstanding the existence of the foregoing co-investment arrangements with the Flatiron Group, CVCA's decisions to acquire the Issuer's equity securities and notes are decisions made unilaterally by CVCA. In CVCA's opinion, none of these arrangements materially affect their respective rights to vote and dispose of the Issuer's Common Stock. CVCA disclaims beneficial ownership of the Issuer's securities held by the Flatiron Group and Page 5 of 10 SCHEDULE 13D ------------ Issuer: StarMedia Network, Inc. CUSIP Number 8555 46 107 - ------ ------------------------ disclaims that CVCA is member of a group with the Flatiron Group or any other persons (other than as disclosed either for purposes of this Schedule 13D or for any other purpose related to CVCA's beneficial ownership of the Issuer's securities). Item 5. Interest in Securities of the Issuer. - --------------------------------------------- CVCA may be deemed the beneficial owner of 11,738,333 shares of the Issuer's Common Stock. CVCA's deemed beneficial ownership represents 22.1% of the Common Stock as of May 25, 1999. CVCA has sole voting power and dispositive power with respect to its shares of the Issuer's Common Stock. SCHEDULE A - ---------- Item 2 information for executive officers and directors of Chase Capital Corporation. SCHEDULE B - ---------- Item 2 information for executive officers and directors of The Chase Manhattan Corporation. 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. CHASE VENTURE CAPITAL ASSOCIATES, L.P. By: Chase Capital Partners, Its General Partner By: /s/ Jeffrey C. Walker ------------------------------------- Name: Jeffrey C. Walker Title: Managing General Partner of Chase Capital Partners June 4, 1999 - ------------------------------ Date Page 6 of 10 SCHEDULE 13D ------------ Issuer: StarMedia Network, Inc. CUSIP Number 8555 46 107 - ------ ------------------------ SCHEDULE A ---------- CHASE CAPITAL CORPORATION ------------------------- Executive Officers ------------------ Chairman & Chief Executive Officer William B. Harrison, Jr.* President Jeffrey C. Walker** Executive Vice President Mitchell J. Blutt, M.D.** Vice President & Secretary Gregory Meridith* Assistant Secretary Robert C. Carroll* Assistant Secretary Anthony J. Horan Assistant Secretary Denise G. Connors Directors --------- William B. Harrison, Jr.* Jeffrey C. Walker* - -------- * Principal occupation is employee and/or officer of Chase. Business address is c/o Chase Manhattan Corporation, 270 Park Avenue, New York, New York 10017. ** Principal occupation is employee of Chase and/or general partner of Chase Capital Partners. Business address is c/o Chase Capital Partners, 380 Madison Avenue, 12th Floor, New York, NY 10017. Page 7 of 10 SCHEDULE 13D ------------ Issuer: StarMedia Network, Inc. CUSIP Number 8555 46 107 - ------ ------------------------ SCHEDULE B ---------- THE CHASE MANHATTAN CORPORATION Executive Officers* ------------------- Walter V. Shipley, Chairman of the Board William B. Harrison, Jr., President and Chief Executive Officer Donald L. Boudreau, Vice Chairman James B. Lee, Jr., Vice Chairman Denis J. O'Leary, Executive Vice President Marc J. Shapiro, Vice Chairman Joseph G. Sponholz, Vice Chairman John J. Farrell, Director, Human Resources Frederick W. Hill, Director Corporate Marketing and Communication William H. McDavid, General Counsel Directors** -----------
Principal Occupation or Employment; Name Business or Residence Address - ---- ------------------------------------------------- Hans W. Becherer Chairman of the Board Chief Executive Officer Deere & Company 8601 John Deere Road Moline, IL 61265 - ----------------------------------------------------------------------------------------------- Frank A. Bennack, Jr. President and Chief Executive Officer The Hearst Corporation 959 Eighth Avenue New York, New York 10019 - ----------------------------------------------------------------------------------------------- Susan V. Berresford President The Ford Foundation 320 E. 43rd Street New York, New York 10017 - ----------------------------------------------------------------------------------------------- M. Anthony Burns Chairman of the Board, President and Chief Executive Officer Ryder System, Inc. 2800 N.W. 82nd Avenue Miami, Florida 33166 - -----------------------------------------------------------------------------------------------
- --------- * Principal occupation is executive officer and/or employee of The Chase Manhattan Bank. Business address is c/o The Chase Manhattan Bank, 270 Park Avenue, New York, New York 10017. Each executive officer of Chase is a U.S. citizen. ** Each of the persons named below is a citizen of the United States of America. Page 8 of 10 SCHEDULE 13D ------------ Issuer: StarMedia Network, Inc. CUSIP Number 8555 46 107 - ------ ------------------------ - ----------------------------------------------------------------------------------------------- H. Laurence Fuller Co-Chairman of the Board and Chief Executive Officer Amoco Corporation 200 East Randolph Drive Chicago, Illinois 60601 - ----------------------------------------------------------------------------------------------- William H. Gray, III President and Chief Executive Officer The College Fund/UNCF 9860 Willow Oaks Corporate Drive P.O. Box 10444 Fairfax, Virginia 22031 - ----------------------------------------------------------------------------------------------- William B. Harrison, Jr. President and Chief Executive Officer The Chase Manhattan Corporation 270 Park Avenue, 8th Floor New York, New York 10017-2070 - ----------------------------------------------------------------------------------------------- Harold S. Hook Retired Chairman and Chief Executive Officer American General Corporation 2929 Allen Parkway Houston, Texas 77019 - ----------------------------------------------------------------------------------------------- Helene L. Kaplan Of Counsel Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue - Room 29-72 New York, New York 10022 - ----------------------------------------------------------------------------------------------- Thomas G. Labrecque Retired President and Chief Operating Officer The Chase Manhattan Corporation 270 Park Avenue New York, New York 10017 - ----------------------------------------------------------------------------------------------- Henry B. Schacht Director and Senior Advisor E. M. Warburg, Pincus & Co., LLC 466 Lexington Ave. - 10th Fl. New York, NY 10017 - ----------------------------------------------------------------------------------------------- Walter V. Shipley Chairman of the Board The Chase Manhattan Corporation 270 Park Avenue New York, New York 10017 - -----------------------------------------------------------------------------------------------
Page 9 of 10 SCHEDULE 13D ------------ Issuer: StarMedia Network, Inc. CUSIP Number 8555 46 107 - ------ ------------------------ - ----------------------------------------------------------------------------------------------- Andrew C. Sigler Retired Chairman of the Board and Chief Executive Officer Champion International Corporation One Champion Plaza Stamford, Connecticut 06921 - ----------------------------------------------------------------------------------------------- John R. Stafford Chairman, President and Chief Executive Officer American Home Products Corporation 5 Giralda Farms Madison, New Jersey 07940 - ----------------------------------------------------------------------------------------------- Marina v.N. Whitman Professor of Business Administration and Public Policy The University of Michigan School of Public Policy 411 Lorch Hall, 611 Tappan Street Ann Arbor, MI 48109-1220 - -----------------------------------------------------------------------------------------------
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