UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TheStreet.com, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
88368Q103
(CUSIP Number)
JAMES J. CRAMER
40 Fulton Street, 24th Floor
New York, NY 10038
Tel. No.: (212) 587-2900
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
November 15, 1998
(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 Schedule 13D, and is
filing this statement because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
PAGE 1 OF 12 PAGES
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SCHEDULE 13D
CUSIP No. 88368Q103 Page 2 of 12 Pages
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James J. Cramer
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
7 SOLE VOTING POWER
NUMBER OF 3,210,118
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON -0-
WITH
9 SOLE DISPOSITIVE POWER
3,210,118
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,210,118
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP No. 88368Q103 Page 3 of 12 Pages
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cramer Partners, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
7 SOLE VOTING POWER
NUMBER OF 2,519,620
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON -0-
WITH
9 SOLE DISPOSITIVE POWER
2,519,620
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,519,620
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
14 TYPE OF REPORTING PERSON
OO
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CUSIP No. 88368Q103
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Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Common Stock (the "Common
Stock"), par value $.01 per share of TheStreet.com, Inc., a Delaware corporation
(the "Company"), whose principal executive office is located at Two Rector
Street, New York, NY 10006. The 3,210,118 shares of Common Stock to which this
statement relates are referred to herein as the "Shares."
Item 2. Identity and Background.
This statement on Schedule 13D is being filed by James J. Cramer and
Cramer Partners, L.L.C., a Delaware limited liability company (the "LLC" and
together with James J. Cramer, the "Reporting Persons"). A copy of the Joint
Filing Agreement among the Reporting Persons is annexed hereto as Exhibit A.
The address of the principal business and principal office of the LLC
is 40 Fulton Street, 24th Floor, New York, New York 10038. James J. Cramer is
the manager of the LLC. The business address of James Cramer is 40 Fulton
Street, 24th Floor, New York, New York 10038. The present principal occupation
or employment of James Cramer is President of J.J. Cramer & Co. (the "Manager"),
a Delaware corporation and the investment advisor to and manager of Cramer
Partners, L.P., a Delaware limited partnership (the "Partnership"). The general
partner of the Partnership is Cramer Capital Corporation, a Delaware corporation
wholly owned by James Cramer. Mr. Cramer is also a director of the Company.
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CUSIP No. 88368Q103
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During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in 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. James Cramer is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares were acquired as follows: 3,085,118 Shares were purchased
with Mr. Cramer's personal funds prior to the initial public offering of the
Company in private financings which took place in May and December of 1998. Of
these Shares, 2,695,727 were originally Common Stock, 322,725 Shares were
converted into Common Stock from the Company's Series A 9 1/2 Cumulative
Preferred Stock, Series B 9 1/2 Cumulative Preferred Stock and Series C
Preferred Stock immediately after the Company's initial public offering, and
66,666 Shares were acquired on May 10, 1999 pursuant to the exercise of certain
stock options previously granted to James Cramer.
The remaining 125,000 Shares were purchased with the personal funds of
the Partnership in the amount of $2,112,413.36.
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CUSIP No. 88368Q103
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Item 4. Purpose of Transaction.
The Shares were acquired for investment purposes. The Reporting Persons
may consider making additional purchases of equity securities of the Company in
open-market or private transactions, the extent of which purchases would depend
upon prevailing market and other conditions. Alternatively, the Reporting
Persons may sell all or a portion of their Shares in open-market or private
transactions, depending upon prevailing market conditions and other factors.
Except as indicated above, the Reporting Persons, including James
Cramer in his individual capacity, have no plans or proposals which relate to or
would result in any of the events, actions or conditions specified in paragraphs
(a) through (j) of Item 4 of this Form. Notwithstanding the above, Mr. James
Cramer may, in his capacity as a director of the Company, have plans or
proposals relating to items (a) through (j) of Item 4 of this Form and to such
extent Mr. Cramer declines to indicate such plans or proposals, and disclaims
any obligation to update such disclosure, except to the extent they derive from
his status as a shareholder instead of a director.
Item 5. Interest in Securities of the Issuer.
(a) This statement on Schedule 13D relates to the Shares beneficially owned
by the Reporting Persons, which constitute approximately 13.1% of the
issued and outstanding shares of the Company. Specifically, James
Cramer and the LLC beneficially own 13.1% and
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CUSIP No. 88368Q103
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10.3% of the issued and outstanding shares of the Company,
respectively.
(b) The LLC has sole voting and dispositive power with respect to 2,519,620
Shares. James Cramer has sole voting and dispositive power with respect
to: (a) 2,519,620 Shares directly owned by the LLC, by virtue of his
position as manager of the LLC, (b) 232,071 Shares directly owned by a
trust for his benefit (the "Trust"), of which he acts as trustee, (c)
333,427 Shares held directly by him and (d) 125,000 Shares held
directly by the Partnership.
(c) Within the past sixty days, the Reporting Persons purchased or
otherwise acquired Shares on the dates, in the amounts and at the
prices set forth on Exhibit B attached hereto and incorporated by
reference herein. Except where as noted, all of such purchases were
made by the Partnership on the open market.
(d) Not applicable.
(e) Not applicable.
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CUSIP No. 88368Q103
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Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
As discussed in Item 2 above, the Manager acts as investment adviser to
the Partnership. James Cramer is the president of the Manager, the manager of
the LLC and the trustee of the Trust.
James Cramer and the Company entered into an employment agreement in
February 1999 pursuant to which he was granted an option to purchase 333,333
shares of common stock at an exercise price of $3.00 per share. The option
becomes exercisable at a rate of 25% annually commencing in February 2000. The
shares underlying the option have not been included in the Shares reported in
this statement.
On June 17, 1999, James Cramer was granted an option by the Company to
purchase 7,500 shares of Common Stock at $25.81 per share. The option is
exercisable beginning May 10, 2000. The shares underlying the option have not
been included in the Shares reported in this statement.
Except as set forth above, there exist no contracts, arrangements,
understandings or relationships legal or otherwise among the persons named in
Item 2 and between such persons and any persons with respect to any securities
of the Company, including, but not limited to transfer or voting of any
securities, finders' fees, joint ventures, loan or option agreements, put or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
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CUSIP No. 88368Q103
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Item 7. Material to Be Filed as Exhibits.
Exhibit A Joint Filing Agreement
Exhibit B Transactions in Common Stock Within Past 60 Days
Exhibit C Employment Agreement between the Company and James
Cramer dated February 22, 1999 (incorporated by
reference to Exhibit 10.6 to the Registration
Statement on Form S-1 of TheStreet.com, Inc.
(Registration No. 333-72799).
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CUSIP No. 88368Q103
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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.
Dated: November 16, 1999
/s/ James J. Cramer
-------------------
James J. Cramer
CRAMER PARTNERS, L.L.C.
By: /s/ James J. Cramer
-----------------------
Name: James J. Cramer
Title: Manager
PAGE 10 OF 12 PAGES
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CUSIP No. 88368Q103
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EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below each hereby agrees that the Schedule
13D filed herewith and any amendments thereto relating to the acquisition of
shares of the Common Stock of the Company is filed jointly on behalf of each
such person.
Dated: November 16, 1999
/s/ James J. Cramer
-------------------
James J. Cramer
CRAMER PARTNERS, L.L.C.
By: /s/ James J. Cramer
-----------------------
Name: James J. Cramer
Title: Manager
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CUSIP No. 88368Q103
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EXHIBIT B
Transactions in Common Stock of The Company
Within the Last Sixty Days
No. of Shares
Trade Dates Purchased/Sold Cost Per Share Type
- ----------- -------------- -------------- ----
11/8/99 5,000 14.250 P
11/8/99 16,400 14.555 P
11/9/99 15,000 14.979 P
11/15/99 25,000 14.775 P
PAGE 12 OF 12 PAGES
