SCHEDULE 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13(D)-1(B)(C), AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(B)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT _____)*
TANNING TECHNOLOGY CORPORATION
- ---------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
- ---------------------------------------------------------------------------
(Title of Class of Securities)
87588 P10 1
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(CUSIP Number)
JULY 22, 1998
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(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 the disclosures provided in a prior 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 (the "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>
SCHEDULE 13G
CUSIP No. 87588 P10 1 Page 1 of 8 Pages
1 NAME OF REPORTING PERSON
/I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
TTC INVESTORS II LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
(SEE INSTRUCTIONS)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5 SOLE VOTING POWER
SHARES 4,143,022
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 4,143,022
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,143,022
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.52%
12 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13G
CUSIP No. 87588 P10 1 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
/I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
AEA TANNING INVESTORS INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
(SEE INSTRUCTIONS)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5 SOLE VOTING POWER
SHARES 5,696,770
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 5,696,770
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,696,770
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
28.21%
12 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13G
CUSIP No. 87588 P10 1 Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
/I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON
AEA INVESTORS INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
(SEE INSTRUCTIONS)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5 SOLE VOTING POWER
SHARES 5,696,770
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 5,696,770
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,696,770
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
28.21%
12 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13G
CUSIP No. 87588 P10 1 Page 4 of 8 Pages
Item 1.
(a) NAME OF ISSUER: Tanning Technology Corporation (the "Company")
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4600 South Syracuse Street, Suite 1200
Denver, Colorado 80237
Item 2.
(a) - (c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND
CITIZENSHIP:
NAME OF PERSON FILING; ADDRESS OF RESIDENCE; AND CITIZENSHIP:
This statement is filed on behalf of TTC Investors II LLC, a
Delaware limited liability company ("TTC Investors II"), AEA
Tanning Investors Inc., a Delaware corporation ("AEA Tanning")
and AEA Investors Inc., a Delaware corporation ("AEA
Investors"). AEA Tanning is the Manager of TTC Investors II. By
virtue of its being the Manager of TTC Investors II, AEA Tanning
may be deemed to have beneficial ownership of any and all shares
of Common Stock of the Company beneficially owned by TTC
Investors II. AEA Tanning is a wholly owned subsidiary of AEA
Investors. The address of TTC Investors II, AEA Tanning and AEA
Investors is 65 East 55th Street, New York, New York 10022.
2(d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.01 per
share (the "Shares")
2(e) CUSIP NUMBER: 87588 P10 1
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b)
or (c), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
Item 4. OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED:
(i) TTC Investors II may be deemed the beneficial owner of
4,143,022 shares of Common Stock, all of which is held
directly by TTC Investors II.
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SCHEDULE 13G
CUSIP No. 87588 P10 1 Page 5 of 8 Pages
(ii) AEA Tanning may be deemed the beneficial owner of 5,696,770
Shares. This number consists of: (A) 4,143,022 shares of
Common Stock held by TTC Investors II, (B) 984,237 shares of
Common Stock held by TTC Investors I LLC, a Delaware limited
liability company, whose managing member is AEA Tanning
("TTC Investors I"), (C) 108,986 shares of Common Stock held
by TTC Investors IA LLC, a Delaware limited liability
company, whose managing member is AEA Tanning ("TTC
Investors IA"), and (D) 460,525 shares of Common Stock held
by TTC Investors IIA LLC, a Delaware limited liability
company, whose managing member is AEA Tanning ("TTC
Investors IIA," and together with TTC Investors I, TTC
Investors II, TTC Investors IA, AEA Tanning and AEA
Investors, the "AEA TTC Entities").
(iii) AEA Investors may be deemed the beneficial owner of
5,696,770 shares of Common Stock by virtue of its being the
sole stockholder of AEA Tanning.
(iv) The AEA TTC Entities and certain of the founding members of
the Company have entered into an amended and restated
shareholder agreement dated as of July 20, 1999. Under this
agreement, the parties have agreed that: (A) the board of
directors shall initially be comprised of seven directors,
(B) the board of directors shall be composed of a designated
slate of directors to serve until the first annual meeting
of shareholders, and (C) thereafter, the AEA TTC Entities
may designate one director to the board of directors and
certain of the other founding members may designate in the
aggregate two directors to the board of directors.
(b) PERCENT OF CLASS:
(i) The number of shares of Common Stock of which TTC Investors
II may be deemed to be the beneficial owner constitutes
approximately 20.52% of the total number of shares of Common
Stock outstanding.
(ii) The number of shares of Common Stock of which AEA Tanning
may be deemed to be the beneficial owner constitutes
approximately 28.21% of the total number of shares of Common
Stock outstanding.
(iii) The number of shares of Common Stock of which AEA Investors
may be deemed to be the beneficial owner constitutes
approximately 28.21% of the total number of shares of Common
Stock outstanding.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
TTC Investors II:
(i) sole power to vote or to direct the vote:
4,143,022
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SCHEDULE 13G
CUSIP No. 87588 P10 1 Page 6 of 8 Pages
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition of:
4,143,022
(iv) shared power to dispose or to direct the disposition of:
0
AEA Tanning:
(i) sole power to vote or to direct the vote:
5,696,770
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition of:
5,696,770
(iv) shared power to dispose or to direct the disposition of:
0
AEA Investors:
(i) sole power to vote or to direct the vote:
5,696,770
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition of:
5,696,770
(iv) shared power to dispose or to direct the disposition of:
<PAGE>
SCHEDULE 13G
CUSIP No. 87588 P10 1 Page 7 of 8 Pages
0
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not applicable.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Not applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable.
Item 9. NOTICES OF DISSOLUTION OF GROUP:
Not applicable.
Item 10. CERTIFICATIONS:
Not applicable.
<PAGE>
SCHEDULE 13G
CUSIP No. 87588 P10 1 Page 8 of 8 Pages
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: February 14, 2000 TTC INVESTORS II LLC
By: AEA Tanning Investors Inc., its Manager
By: /s/ Christine J. Smith
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Christine J. Smith,
Vice President
AEA TANNING INVESTORS INC.
By: /s/ Christine J. Smith
------------------------------------
Christine J. Smith,
Vice President
AEA INVESTORS INC.
By: /s/ Christine J. Smith
------------------------------------
Christine J. Smith,
Vice President
