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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(b)
InterWorld Corporation
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
46114Q108
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(CUSIP Number)
December 31, 1999
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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 information required in the remainder of this cover page (except any items
to which the form provides a cross-reference) 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.
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CUSIP No. 46114Q108 13G Page 2 of 5 Pages
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1 Name of Reporting Person Michael J. Donahue
I.R.S. Identification No. of Above Person Not applicable
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2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Citizenship or Place of Organization
United States
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Number of 5 Sole Voting Power
Shares 4,832,767 (as of December 31, 1999)
4,295,406 (as of October 11, 2000)
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Beneficially 6 Shared Voting Power
Owned by None.
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Each 7 Sole Dispositive Power
Reporting 4,832,767 (as of December 31, 1999)
4,295,406 (as of October 11, 2000)
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Person With 8 Shared Dispositive Power
None.
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
4,832,767 (as of December 31, 1999)
4,295,406 (as of October 11, 2000)
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10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
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11 Percent of Class Represented by Amount in Row (9)
17.75% (as of December 31, 1999)
14.64% (as of October 11, 2000)
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12 Type of Reporting Person
IN
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CUSIP No. 46114Q108 13G Page 3 of 5 Pages
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Item 1(a) Name of Issuer:
InterWorld Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
395 Hudson Street, 6th Floor
New York, New York 10014-3669
Item 2(a) Name of Person(s) Filing:
Michael J. Donahue
Item 2(b) Address of Principal Business Office:
The principal business address of Mr. Donahue is 395 Hudson
Street, 6th Floor, New York, New York 10014-3669.
Item 2(c) Citizenship:
United States
Item 2(d) Title of Class of Securities:
Common Stock, $0.01 par value (the "InterWorld Common Stock")
Item 2(e) CUSIP Number:
46114Q108
Item 3 The persons filing are:
Not applicable.
Item 4(a) Amount Beneficially Owned:
As of December 31, 1999, Michael J. Donahue may be deemed to have
been the beneficial owner of 4,832,767 shares of InterWorld
Common Stock, of which he held 4,812,767 shares directly, and
20,000 shares indirectly, through his spouse. On October 13,
1999, Mr. Donahue entered into a Loan Agreement with Salomon
Smith Barney ("SSB") pursuant to which SSB agreed to loan Mr.
Donahue, on a demand basis, up to $14 million. The loan was
secured by the shares of InterWorld Common Stock that Mr. Donahue
owned at the time. Following the decline in the value of the
shares held as collateral for the loan, SSB sold a total of
509,000 shares of Mr. Donahue's InterWorld Common Stock in a
series of transactions on the open market during September and
October 2000, reducing Mr. Donahue's holdings to 4,295,406
shares.
Item 4(b) Percent of Class:
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CUSIP No. 46114Q108 13G Page 4 of 5 Pages
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17.75% (as of December 31, 1999)
14.64% (as of October 11, 2000)
Item 4(c) Number of shares as to which Mr. Donahue has:
(i) sole power to vote or direct the vote:
4,832,767 (as of December 31, 1999)
4,295,406 (as of October 11, 2000)
(ii) shared power to vote or to direct the vote: 0
(iii) the sole power to dispose of or to direct the disposition of:
4,832,767 (as of December 31, 1999)
4,295,406 (as of October 11, 2000)
(iv) shared power to dispose of or to direct the disposition of: 0
Mr. Donahue does not currently possess any rights to acquire
additional shares of the InterWorld Common Stock.
Item 5 Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6 Ownership of More than 5% 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 Notice of Dissolution of the Group.
Not applicable.
Item 10 Certification.
Not applicable.
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CUSIP No. 46114Q108 13G Page 5 of 5 Pages
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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.
Date: October 25, 2000 /s/ Michael J. Donahue
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Michael J. Donahue
