-----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, FU4wSSn+K/Necjz4LHFX8dHsgrRRAXay3mPNcWI/tttwLx+K7CddvnhRb/J3QP9j Ll1Y2XFgug3uP3zNSicwvA== 0001092388-00-000037.txt : 20000215 0001092388-00-000037.hdr.sgml : 20000215 ACCESSION NUMBER: 0001092388-00-000037 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAPQUEST COM INC CENTRAL INDEX KEY: 0001078284 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 363949110 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-57263 FILM NUMBER: 540984 BUSINESS ADDRESS: STREET 1: 3710 HEMPLAND ROAD CITY: MOUNTVILLE STATE: PA ZIP: 17554 BUSINESS PHONE: 7172858500 MAIL ADDRESS: STREET 1: 3710 HEMPLAND ROAD CITY: MOUNTVILLE STATE: PA ZIP: 17554 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRIDENT CAPITAL INC CENTRAL INDEX KEY: 0000913722 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 943179050 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 4152334300 SC 13G 1 SCHEDULE 13G ------------------------------ OMB APPROVAL ------------------------------ OMB Number: 3235-0145 Expires: November 30, 1999 Estimated average burden hours per response......14.90 ------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No.__)* MAPQUEST.COM, INC. ------------------------ (Name of Issuer) COMMON STOCK ------------------------ (Title of Class of Securities) 56564410 ----------------- (CUSIP Number) 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 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 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). Page 1 of 4 pages CUSIP No. 56564410 ---------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Trident Capital, Inc. 94-3179050 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) / / (b) / / - -------------------------------------------------------------------------------- 3. SEC USE ONLY / / - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER 11,599,973 NUMBER OF ---------------------------------------------------------------- SHARES 6. SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 0 REPORTING ---------------------------------------------------------------- PERSON WITH: 7. SOLE DISPOSITIVE POWER 11,599,973 ---------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,599,973 shares - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) / / - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.4% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON (see instructions) 00 - -------------------------------------------------------------------------------- Page 2 of 4 pages ITEM 1 (a) Name of Issuer Mapquest.com, Inc. (b) Address of Issuer's Principal Executive Offices 3710 Hempland Road Mountville, PA 17554 ITEM 2 (a) Name of Person Filing Trident Capital, Inc. (b) Address of Principal Business Office, if none, Residence 2480 Sand Hill Rd., Suite 100 Menlo Park, CA 94025 (c) Citizenship Delaware (d) Title of Class of Securities Common Stock (e) CUSIP Number 56564410 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b) OR 240.13D-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: N/A (a) / / Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) / / Insurance company as defined in section 3(a)(19) of the act (15 U.S.C. 78c). (d) / / Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8). (e) / / An investment advisor in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) / / An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(ii)(F); (g) / / A parent holding company or control person in accordance with Section 240.13d-1(b)(ii)(G); (h) / / A savings associations 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 (15 U.S.C. 80a-3); (j) / / Group, in accordance with Section 240.13d-1(b)(ii)(J). ITEM 4. OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount Beneficially Owned: 11,599,973 (b) Percent of Class: 34.4% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 11,599,973* (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 11,599,973* (iv) shared power to dispose or to direct the disposition of: 0 * Includes 9,684,242 shares held by Trident Capital Partners Fund-I, L.P. (Trident Fund, L.P.) and 1,915,731 shares held by Trident Capital Partners Fund-I, C.V. (Trident Fund, C.V.). Trident Fund L.P.'s sole general partner is Trident Capital, L.P. Trident Capital, L.P. is also the investment general partner of Trident Fund, C.V. Trident Capital, L.P.'s sole general partner is Trident Capital, Inc. INSTRUCTIONS: For computations regarding securities which represent a right to acquire an underlying security SEE Section 240.13d-3(d)(1). ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OR A CLASS Not applicable 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 / /. INSTRUCTION: Dissolution of a group requires a response to this item. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this time and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c), attach an exhibit stating the identification of the relevant subsidiary. Page 3 of 4 pages ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so indicate under Item 3(h) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member of the group. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not applicable Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, by members of the group, in their individual capacity. ITEM 10. CERTIFICATION (a) The following certification shall be included if the statement is filed pursuant to Section 240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect. (b) The following certification shall be included if the statement is filed pursuant to Section 240.13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes 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. Date: February 14, 2000 /s/ Bonnie N. Kennedy ---------------------------------------------- The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representation. 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 Commissioner 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. 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 for whom copies are to be sent. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE A FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) Page 4 of 4 pages -----END PRIVACY-ENHANCED MESSAGE-----