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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-(b) (c),
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No.______) (1)
TALK CITY, INC.
(Name of Issuer)
COMMON SHARES
(Title of Class of Securities)
874263106
(CUSIP Number)
JULY 22, 1999
(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)
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(1) 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 cover 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 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).
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CUSIP NO. 874263106 PAGE 2 OF 9
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
HEARST COMMUNICATION, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
5 SOLE VOTING POWER
NUMBERS OF
SHARES
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 1,259,554
PERSONAL
WITH 7 SOLE DISPOSITIVE POWER
8 SHARED DISPOSITIVE POWER
1,259,554
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,259,554
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 874263106 PAGE 3 OF 9
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
HEARST MAGAZINES PROPERTY, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
5 SOLE VOTING POWER
NUMBERS OF
SHARES
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 1,259,554
PERSONAL
WITH 7 SOLE DISPOSITIVE POWER
8 SHARED DISPOSITIVE POWER
1,259,554
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,259,554
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12 TYPE OF REPORTING PERSON
CO
3
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CUSIP NO. 874263106 PAGE 4 OF 9
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
HEARST HOLDINGS, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
5 SOLE VOTING POWER
NUMBERS OF
SHARES
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 1,259,554
PERSONAL
WITH 7 SOLE DISPOSITIVE POWER
8 SHARED DISPOSITIVE POWER
1,259,554
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,259,554
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12 TYPE OF REPORTING PERSON
CO
4
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CUSIP NO. 874263106 PAGE 5 OF 9
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
THE HEARST CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
5 SOLE VOTING POWER
NUMBERS OF
SHARES
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 1,259,554
PERSONAL
WITH 7 SOLE DISPOSITIVE POWER
8 SHARED DISPOSITIVE POWER
1,259,554
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,259,554
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 874263106 PAGE 6 OF 9
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
THE HEARST FAMILY TRUST
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
5 SOLE VOTING POWER
NUMBERS OF
SHARES
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 1,259,554
PERSONAL
WITH 7 SOLE DISPOSITIVE POWER
8 SHARED DISPOSITIVE POWER
1,259,554
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,259,554
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12 TYPE OF REPORTING PERSON
OO
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CUSIP NO. 874263106 PAGE 7 OF 9
ITEM 1(a) NAME OF ISSUER:
Talk City, Inc. (the "Issuer")
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1919 South Bascom Ave., Campbell, California 95008
ITEM 2(a) NAME OF PERSON(S) FILING:
(i) Hearst Communications, Inc. ("Hearst
Communications");
(ii) Hearst Magazines Property, Inc. ("Hearst
Magazines");
(iii) Hearst Holdings, Inc. ("Hearst Holdings");
(iv) The Hearst Corporation ("Hearst"); and
(v) The Hearst Family Trust (the "Trust").
Each of Hearst Communications, Hearst Magazines, Hearst
Holdings, Hearst and the Trust have executed a joint
filing agreement, which is attached hereto as Exhibit
A.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
The principal business office of each of Hearst
Communications, Hearst Magazines, Hearst Holdings and
Hearst is: 959 Eighth Avenue, New York, New York 10019.
The principal business office of the Trust is: 888
Seventh Avenue, New York, 10106.
ITEM2(c) CITIZENSHIP:
Each of Hearst Communications, Hearst Magazines, Hearst
Holdings and Hearst is a corporation organized under
the laws of the State of Delaware. The Trust is a
testamentary trust formed under the laws of the State
of California.
ITEM 2(d) TITLE OF CLASS OF SECURITY:
Common Stock.
ITEM 2(e) CUSIP NUMBER:
874263106
ITEM 3. If this statement is filed pursuant to Rules 13d-2(b)
or (c), check whether the person filing is a:
(a) / / Broker or dealer registered under Section 15 of
the Exchange Act.
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CUSIP NO. 874263106 PAGE 8 OF 9
(b) / / Bank as defined in Section 3(a)(6) of the
Exchange Act.
(c) / / Insurance company as defined in Section
3(a)(19) of the Exchange Act.
(d) / / Investment company registered under Section 8
of the Investment Company Act.
(e) / / An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in
accordance with 13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in
accordance with Rule 13d-1(b)(ii)(G);
(h) / / A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act;
(i) / / A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company Act;
(j) / / Group, in accordance with Rule
13(d-1)(b)(1)(ii)(J).
ITEM 4 OWNERSHIP.
(a) Amount beneficially owned: 1,259,554
(b) Percent of class: 5.1%
(c) Number of shares as to which person has:
(i) Sole power to vote or direct the
vote: 0
(ii) Shared power to vote or direct the
vote: 1,259,554
(iii) Sole power to dispose or to direct
the deposition of: 0
(iv) Shared power to dispose or to
direct the deposition of:
1,259,554
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
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CUSIP NO. 874263106 PAGE 9 OF 9
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
As of February 14, 2000, the filing persons own
1,259,554 shares of common stock of the Issuer (the
"Securities"). Pursuant to the definition of
"beneficial owner" set forth in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, each of
Hearst Magazines, Hearst Holdings, Hearst and the Trust
may be deemed to beneficially own the Securities.
Hearst Magazines has the power to direct the voting and
disposition of the Securities as the controlling
shareholder of Hearst Communications. Hearst Holdings
has the power to direct the voting and disposition of
the Securities as the sole stockholder of Hearst
Magazines. The Trust and Hearst have the power to
direct the voting and disposition of the Securities as
the direct or indirect sole stockholders of Hearst and
Hearst Holdings, respectively. Accordingly, for
purposes of this Statement: (i) Hearst Communications
is reporting that it shares the power to direct the
voting and disposition of the total of 1,259,554 shares
of Common Stock beneficially owned by it and (ii)
Hearst Magazines, Hearst Holdings, Hearst and the Trust
are reporting that they share the power to direct the
voting and disposition of the 1,259,554 shares of
Common Stock beneficially owned by Hearst
Communications, representing approximately 5.1% of the
Issuer's Common Stock outstanding.
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 GROUP.
Not applicable.
ITEM 10 CERTIFICATION.
Not applicable.
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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.
Dated: February 14, 2000
HEARST COMMUNICATIONS, INC.
By: /s/ James M. Asher
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Name: James M. Asher
Title: Vice President; Chief Legal
and Development Officer
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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.
Dated: February 14, 2000
HEARST MAGAZINES PROPERTY, INC.
By: /s/ John A. Rohan, Jr.
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Name: John A. Rohan, Jr.
Title: Vice President
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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.
Dated: February 14, 2000
HEARST HOLDINGS, INC.
By: /s/ James M. Asher
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Name: James M. Asher
Title: Vice President; Chief Legal
and Development Officer
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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.
Dated: February 14, 2000
THE HEARST CORPORATION
By: /s/ James M. Asher
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Name: James M. Asher
Title: Vice President; Chief Legal
and Development Officer
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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.
Dated: February 14, 2000
THE HEARST FAMILY TRUST
By: /s/ Victor F. Ganzi
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Name: Victor F. Ganzi
Title: Trustee
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EXHIBIT A
We, the signatories of the statement on Schedule 13G to which this
Agreement is attached, hereby agree that such statement is, and any amendments
thereto filed by any of us will be, filed on behalf of each of us.
Dated: February 14, 2000
HEARST COMMUNICATIONS, INC.
By: /s/ James M. Asher
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Name: James M. Asher
Title: Vice President; Chief Legal
and Development Officer
HEARST MAGAZINES PROPERTY, INC.
By: /s/ John A. Rohan, Jr.
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Name: John A. Rohan, Jr.
Title: Vice President
HEARST HOLDINGS, INC.
By: /s/ James M. Asher
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Name: James M. Asher
Title: Vice President; Chief Legal
and Development Officer
THE HEARST CORPORATION
By: /s/ James M. Asher
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Name: James M. Asher
Title: Vice President; Chief Legal
and Development Officer
THE HEARST FAMILY TRUST
By: /s/ Victor F. Ganzi
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Name: Victor F. Ganzi
Title: Trustee
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