UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
JUPITER COMMUNICATIONS, INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
482050101
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(CUSIP Number)
ALAN SHAPIRO
JUPITER MEDIA METRIX, INC.
250 PARK AVENUE SOUTH, 7TH FLOOR
NEW YORK, NEW YORK 10003
(212) 515-8700
COPY:
AVIVA DIAMANT
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 20, 2000
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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 ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13(g), check the following box.
<PAGE>
CUSIP No. 482050101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JUPITER MEDIA METRIX, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES SEE ITEM 5.
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH - 0 -
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH SEE ITEM 5.
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
SEE ITEM 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
SEE ITEM 5.
14 TYPE OF REPORTING PERSON
CO
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Pursuant to Rule 13d-2(a) and Rule 13d-2(e) of Regulation 13D of
the General Rules and Regulations under the Securities Exchange Act of
1934, as amended, the undersigned, hereby amends its Schedule 13D statement
dated July 6, 2000 (the "Schedule 13D") relating to the shares of common
stock of Jupiter Communications, Inc. (the "Issuer") .
ITEM 2. Identity and Background
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The person filing this statement, Jupiter Media Metrix, Inc.,
has, since the date of the Schedule 13D, changed its name from "Media
Metrix, Inc." to "Jupiter Media Metrix, Inc."
ITEM 5. Interest in Securities of the Issuer
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As a result of the merger (the "Merger") of MMX Acquisition
Corp., a wholly owned subsidiary of Jupiter Media Metrix, Inc., with and
into the Issuer, the Issuer is now a wholly owned subsidiary of Jupiter
Media Metrix, Inc. The Voting Agreement in respect of which this Schedule
13D was originally filed terminated by its terms upon consummation of the
Merger.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
JUPITER MEDIA METRIX, INC.
By: /s/ Jean Robinson
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Name: Jean Robinson
Title: Chief Financial Officer
Dated: September 27, 2000
