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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)(1)
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)
855546 10 7
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(CUSIP Number)
Harvey M. Eisenberg, Esq.
O'Sullivan Gaev & 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)
January 1, 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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 pages)
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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 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 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. 855546 10 7 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Chase Venture Capital Associates, L.L.C. (f/k/a Chase Venture Capital
Associate, L.P.) 13-337-6808
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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 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7 SOLE VOTING POWER
11,738,333
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY Not applicable
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.12%
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14 TYPE OF REPORTING PERSON*
L.L.C.
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 1 of 11 Pages
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SCHEDULE 13D
Issuer: StarMedia Network, Inc. CUSIP Number. 855546 10 7
Preliminary Note: The information contained in Item 2 herein is
being amended to reflect a change in the name and controlling persons of the
reporting person.
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.
The information contained in Item 2 is hereby amended as follows:
This statement is being filed by Chase Venture Capital Associates,
LLC, a Delaware limited liability company, formerly Chase Venture Capital
Associates, L.P., a California limited partnership (hereinafter referred to as
"CVCA"), whose principal office is located at c/o Chase Capital Partners, 380
Madison Avenue, 12th Floor, New York, New York 10017.
CVCA is engaged in the venture capital and leveraged buyout
business. The economic member of CVCA is CCP-CMC Consolidating, LLC, a Delaware
limited liability company (hereinafter referred to as "CCP-CMC") and the
managing member of CVCA is CCP-SBIC Manager, LLC ("CCP-SBIC"). The managing
member of CCP-CMC is Chase Capital Partners, a New York general partnership
(hereinafter referred to as "CCP"). Pursuant to a master advisory agreement,
CCP-SBIC has delegated its management authority of CVCA to CCP. CCP is also
engaged in the venture capital and leveraged buyout business. CCP-CMC's and
CCP's 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 (except for
Messrs. Britts and Meggs, each of whom are citizens of the United Kingdom and
Ms. Aidar who is a citizen of Brazil), whose principal occupation is general
partner of CCP and whose business address (except for Messrs. Britts, Meggs,
Soghikian and Stuart) is c/o Chase Capital Partners, 380 Madison Avenue, 12th
Floor, New York, New York 10017.
Ana Carolina Aidar
John R. Baron
Christopher C. Behrens
Mitchell J. Blutt, M.D.
David S. Britts
Arnold L. Chavkin
David Gilbert
Eric Green
Michael R. Hannon
Donald J. Hofmann
Jonathan Meggs
Stephen P. Murray
John M.B. O'Connor
Page 2 of 11 pages
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SCHEDULE 13D
Issuer: StarMedia Network, Inc. CUSIP Number. 855546 10 7
Robert Ruggiero
Susan Segal
Shahan D. Soghikian
Lindsay Stuart
Jeffrey C. Walker
Timothy Walsh
Richard D. Waters, Jr.
Damion E. Wicker, M.D.
Messrs. Britts' and Soghikian's address is c/o Chase Capital
Partners, 50 California Street, Suite 2940, San Francisco, CA 94111. Messrs.
Meggs' and Stuart's address is c/o Chase Capital Partners, 125 London Wall,
Level 13, London, England EC2Y5AJ.
Jeffrey C. Walker is the managing general partner of CCP. The
remaining general partners of CCP are Chase Capital Corporation, a New York
corporation (hereinafter referred to as "Chase Capital"), CCP Principals, L.P.,
a Delaware limited partnership (hereinafter referred to as "Principals") and CCP
European Principals, L.P., a Delaware limited partnership (hereinafter referred
to as "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 partner
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.
The Chase Manhattan Corporation (hereinafter referred to as "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,
Page 3 of 11 pages
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SCHEDULE 13D
Issuer: StarMedia Network, Inc. CUSIP Number. 855546 10 7
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.
Transactions Involving the Issuer
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
$2,767,500 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 Convertible 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;
these 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 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
Page 4 of 11 pages
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SCHEDULE 13D
Issuer: StarMedia Network, Inc. CUSIP Number. 855546 10 7
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
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 disclaims
that CVCA is member of a group with the Flatiron Group or any other persons
(other than as disclosed herein 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.
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
Item 2 information for executive officers and directors of Chase Capital
Corporation.
SCHEDULE B
Page 5 of 11 pages
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SCHEDULE 13D
Issuer: StarMedia Network, Inc. CUSIP Number. 855546 10 7
Item 2 information for executive officers and directors of The Chase Manhattan
Corporation.
Page 6 of 11 pages
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SCHEDULE 13D
Issuer: StarMedia Network, Inc. CUSIP Number. 855546 10 7
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.
CHASE VENTURE CAPITAL ASSOCIATES, L.L.C.
By: Chase Capital Partners, Its Manager
By: /s/Jeffrey C. Walker
--------------------------------------
Name: Jeffrey C. Walker
Title: Managing General Partner of
Chase Capital Partners
February 14, 2000
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Date
Page 7 of 11 pages
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SCHEDULE 13D
Issuer: StarMedia Network, Inc. CUSIP Number. 855546 10 7
SCHEDULE A
CHASE CAPITAL CORPORATION
Executive Officers
Chief Executive Officer William B. Harrison, Jr.*
President Jeffrey C. Walker**
Executive Vice President Mitchell J. Blutt, M.D.**
Vice President & Secretary Gregory Meredith*
Vice President and Treasurer Elisa R. Stein**
Vice President Marcia Bateson**
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 The Chase Manhattan Corporation, 270 Park Avenue, New York, New
York 10017.
Page 8 of 11 pages
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SCHEDULE 13D
Issuer: StarMedia Network, Inc. CUSIP Number. 855546 10 7
SCHEDULE B
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*
John J. Farrell, Director of Human Resources*
Neal S. Garonzik, Vice Chairman*
Frederick W. Hill, Director of Corporate Marketing and Communications*
Donald H. Layton, Vice Chairman*
James B. Lee Jr., Vice Chairman*
William H. McDavid, General Counsel*
Denis J. O'Leary, Executive Vice President*
Marc J. Shapiro, Vice Chairman*
Joseph G. Sponholz, Vice Chairman*
Jeffrey C. Walker, Senior Managing Director**
Directors***
Principal Occupation or Employment;
Name Business or Residence Address
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Hans W. Becherer Chairman of the Board
Chief Executive Officer
Deere & Company
One John Deere Place
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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* 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.
* 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.
** 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, New York 10017.
*** Each of the persons named below is a citizen of the United States of
America.
Page 9 of 11 pages
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SCHEDULE 13D
Issuer: StarMedia Network, Inc. CUSIP Number. 855546 10 7
Principal Occupation or Employment;
Name Business or Residence Address
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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 and
Chief Executive Officer
Ryder System, Inc.
3600 N.W. 82nd Avenue
Miami, Florida 33166
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H. Laurence Fuller Co-Chairman BP Amoco p.l.c.
1111 Warrenville Road, Suite 25
Chicago, Illinois 60563
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Melvin R. Goodes Retired Chairman of the Board and CEO
Warner-Lambert Company
201 Tabor Road
Morris Plains, NJ 07950
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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 LLP
919 Third Avenue - Room 29-72
New York, New York 10022
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Henry B. Schacht Director and Senior Advisor
E.M. Warburg, Pincus & Co., LLC
466 Lexington Avenue, 10th Floor
New York, New York 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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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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Page 10 of 11 pages
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SCHEDULE 13D
Issuer: StarMedia Network, Inc. CUSIP Number. 855546 10 7
Principal Occupation or Employment;
Name Business or Residence Address
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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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Page 11 of 11 pages
