UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
December 30, 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 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 9 PAGES
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SCHEDULE 13D
CUSIP No. 88368Q103 Page 2 of 9 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 3,293,451.25
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON -0-
WITH
9 SOLE DISPOSITIVE POWER
3,293,451.25
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,293,451.25
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP No. 88368Q103 Page 3 of 9 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 1,306,205
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON -0-
WITH
9 SOLE DISPOSITIVE POWER
1,306,205
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,306,205
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14 TYPE OF REPORTING PERSON
OO
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CUSIP No. 88368Q103
Item 1. Security and Issuer.
The undersigned hereby amends the statement on Schedule 13D dated
November 16, 1999, relating 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 3,293,451.25 shares of Common Stock to which this statement relates
are referred to herein as the "Shares."
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Statement is hereby amended and restated to read in its
entirety as follows:
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, 66,666
Shares were acquired on May 10, 1999 pursuant to the exercise of certain stock
options previously granted to James Cramer and 83,333.25 Shares are considered
beneficially owned by virtue of underlying stock options granted pursuant to the
Employment Agreement (as defined in Item 6 below) which such options are
exercisable commencing in February 2000.
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CUSIP No. 88368Q103
The remaining 125,000 Shares were purchased with the personal funds of
the Partnership in the amount of $2,112,413.36.
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 13.4% of the
issued and outstanding shares of the Company. Specifically, James
Cramer and the LLC beneficially own 13.4% and 5.3% of the issued and
outstanding shares of the Company, respectively.
(b) The LLC has sole voting and dispositive power with respect to 1,306,205
Shares. James Cramer has sole voting and dispositive power with respect
to: (a) 1,306,205 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 "1999 GRAT"), of which he acts as trustee,
(c) 1,213,415 Shares directly owned by a second trust for his benefit
(the "1999 GRAT-2"), of which he also acts as trustee, (d) 333,427
Shares held directly by him, (e) 125,000 Shares held directly by the
Partnership and (f) 83,333.25 Shares underlying stock options
exercisable in February 2000 pursuant to the Employment Agreement.
(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.
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CUSIP No. 88368Q103
Except where as noted, all of such purchases were made by the
Partnership on the open market.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 of the Statement is hereby amended and restated to read in its
entirety as follows.
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 (the
"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. Only 83,333.25 shares underlying the option have 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
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CUSIP No. 88368Q103
exercisable beginning May 10, 2000. The shares underlying the option have not
been included in the Shares reported in this statement.
On December 30, 1999, James Cramer and the Company amended the
Employment Agreement such that James Cramer agreed to forego salary in the
amount of $275,000 for calendar year 2000 in exchange for being granted an
option to purchase 30,000 shares of Common Stock at an exercise price of $19.00
per share. The option is exercisable beginning December 31, 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.
Item 7. Material to Be Filed as Exhibits.
Exhibit B Transactions in Common Stock Within Past 60 Days
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CUSIP No. 88368Q103
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: January 10, 2000
/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
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 9 OF 9 PAGES
