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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
STARMEDIA NETWORK, INC.
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
855546107
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(CUSIP Number)
Harvey M. Eisenberg, Esq.
O'Sullivan Graev & Karabell, LLP
30 Rockefeller Plaza - 41st Floor
New York, New York 10112
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 25, 1999
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(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
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SCHEDULE 13D
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Issuer: StarMedia Network, Inc. CUSIP Number 8555 46 107
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Chase Venture Capital Associates, L.P.
13-337-6808
.....................................................................
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ...............................................................
(b) ...............................................................
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3. SEC Use Only
......................................................
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4. Source of Funds (See Instructions) WC
................................
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
.................................................
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6. Citizenship or Place of Organization California
..............................
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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
................
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
11,738,333
.....................................................................
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
.................................................
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13. Percent of Class Represented by Amount in Row (11) 22.1%
..................
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14. Type of Reporting Person (See Instructions)
PN
...............................................................................
Page 2 of 10
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SCHEDULE 13D
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Issuer: StarMedia Network, Inc. CUSIP Number 8555 46 107
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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.
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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
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SCHEDULE 13D
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Issuer: StarMedia Network, Inc. CUSIP Number 8555 46 107
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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.
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Transactions Involving the Issuer
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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
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SCHEDULE 13D
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Issuer: StarMedia Network, Inc. CUSIP Number 8555 46 107
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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
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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
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SCHEDULE 13D
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Issuer: StarMedia Network, Inc. CUSIP Number 8555 46 107
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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.
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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
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Item 2 information for executive officers and directors of Chase Capital
Corporation.
SCHEDULE B
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Item 2 information for executive officers and directors of The Chase Manhattan
Corporation.
SIGNATURE
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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
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Date
Page 6 of 10
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SCHEDULE 13D
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Issuer: StarMedia Network, Inc. CUSIP Number 8555 46 107
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SCHEDULE A
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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*
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* 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
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SCHEDULE 13D
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Issuer: StarMedia Network, Inc. CUSIP Number 8555 46 107
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SCHEDULE B
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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**
-----------
<TABLE>
<CAPTION>
Principal Occupation or Employment;
Name Business or Residence Address
- ---- -------------------------------------------------
<S> <C>
Hans W. Becherer Chairman of the Board
Chief Executive Officer
Deere & Company
8601 John Deere Road
Moline, IL 61265
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Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, New York 10019
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Susan V. Berresford President
The Ford Foundation
320 E. 43rd Street
New York, New York 10017
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M. Anthony Burns Chairman of the Board, President and
Chief Executive Officer
Ryder System, Inc.
2800 N.W. 82nd Avenue
Miami, Florida 33166
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</TABLE>
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* 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
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SCHEDULE 13D
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Issuer: StarMedia Network, Inc. CUSIP Number 8555 46 107
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<TABLE>
<S> <C>
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H. Laurence Fuller Co-Chairman of the Board and
Chief Executive Officer
Amoco Corporation
200 East Randolph Drive
Chicago, Illinois 60601
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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
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William B. Harrison, Jr. President and Chief Executive
Officer
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, New York 10017-2070
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Harold S. Hook Retired Chairman and Chief Executive Officer
American General Corporation
2929 Allen Parkway
Houston, Texas 77019
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Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue - Room 29-72
New York, New York 10022
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Thomas G. Labrecque Retired President and Chief Operating Officer
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
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Henry B. Schacht Director and Senior Advisor
E. M. Warburg, Pincus & Co., LLC
466 Lexington Ave. - 10th Fl.
New York, NY 10017
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Walter V. Shipley Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
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</TABLE>
Page 9 of 10
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SCHEDULE 13D
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Issuer: StarMedia Network, Inc. CUSIP Number 8555 46 107
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<TABLE>
<S> <C>
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Andrew C. Sigler Retired Chairman of the Board and
Chief Executive Officer
Champion International Corporation
One Champion Plaza
Stamford, Connecticut 06921
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John R. Stafford Chairman, President and
Chief Executive Officer
American Home Products Corporation
5 Giralda Farms
Madison, New Jersey 07940
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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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</TABLE>
Page 10 of 10
