SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
software.net Corporation
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
83403E108
(CUSIP Number)
September 28, 1998
(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)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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).
CUSIP No. 83403E108 13G Page 2 of 19 Pages
- ------------------- ------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Capital Investors, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 1,928,694 shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 1,928,694 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,928,694 Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 83403E108 13G Page 3 of 19 Pages
- ------------------- ------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Global Retail Partners, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 1,316,964 shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 1,316,964 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,316,964 Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 83403E108 13G Page 4 of 19 Pages
- ------------------- ------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Retail Capital Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 1,236,579 shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 1,236,579 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,236,579 Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 83403E108 13G Page 5 of 19 Pages
- ------------------- ------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Global Retail Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 1,236,579 shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 1,236,579 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,236,579 Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 83403E108 13G Page 6 of 19 Pages
- ------------------- ------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Diversified Associates, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 505,314 shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 505,314 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
505,314 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 83403E108 13G Page 7 of 19 Pages
- ------------------- ------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Diversified Partners, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 505,314 shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 505,314 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
505,314 Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 83403E108 13G Page 8 of 19 Pages
- ------------------- ------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Diversified Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 368,475 shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 368,475 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
368,475 Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 83403E108 13G Page 9 of 19 Pages
- ------------------- ------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Diversified Partners - A, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 136,839 shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 136,839 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
136,839 Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 83403E108 13G Page 10 of 19 Pages
- ------------------- -------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GRP Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 80,385 shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 80,385 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,385 Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 83403E108 13G Page 11 of 19 Pages
- ------------------- -------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ LBO Plans Management Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 21,282 shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 21,282 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,282 Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 83403E108 13G Page 12 of 19 Pages
- ------------------- -------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ First ESC, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 21,282 shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 21,282 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,282 Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 83403E108 13G Page 13 of 19 Pages
- ------------------- -------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Global Retail Partners Funding, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 85,134 shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 85,134 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,134 Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 83403E108 13G Page 14 of 19 Pages
- ------------------- -------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Linda Fayne Levinson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 10,000 shares
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 10,000 shares
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000 Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.04%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
software.net Corporation (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices:
3031 Tisch Way
Suite 900
San Jose, California 95128
Item 2(a). Name of Person Filing:
This statement is filed on behalf of the persons identified in
Item 4 below. In accordance with Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), each person filing this
statement acknowledges that it is responsible for the completeness and
accuracy of the information concerning that person but is not responsible for
the completeness or accuracy of the information concerning the other persons
making the filing, unless such person knows or has reason to believe that such
information is inaccurate.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The business address for Global Retail Partners, L.P. is 2121
Avenue of the Stars, Los Angeles, CA 90067. The business address of each of
DLJ Capital Investors, Inc., DLJ Diversified Partners, Inc., DLJ Diversified
Associates, LP, Global Retail Partners, Inc., Retail Capital Partners, L.P.,
DLJ LBO Plans Management Corporation, DLJ Diversified Partners, L.P., DLJ
Diversified Partners -A, L.P., GRP Partners, L.P., DLJ First ESC, L.P.,
Global Retail Partners Funding, Inc. is 277 Park Avenue, New York, NY 10172.
The business address for Linda Fayne Levinson is 2121 Avenue of the Stars, Los
Angeles, CA 90067.
Item 2(c). Citizenship:
Each of the persons filing this statement is a United States
citizen, a corporation or limited partnership organized under the laws of a
state of the United States or a trust created or governed under the laws of a
state of the United States except as noted below.
Item 2(d). Title of Class of Securities:
This statement relates to the Company's Common Stock, par value
$0.001 per share (the "Common Stock").
Item 2(e). CUSIP Number:
83403E108
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange
Act;
(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
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(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 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. [X]
Item 4. Ownership.
The filing of this statement should not be construed as an admission
by any person that such person is, for purposes of Section 13(d) or 13(g)
of the Exchange Act, the beneficial owner of any securities covered by this
statement, other than the securities set forth opposite such person's name
in the table below.
<TABLE>
<S> <C> <C>
(a) Amount
Beneficially (b) Percent
Owned (Shares): of Class (1)
DLJ Capital Investors, Inc. (7) 1,928,694 7.3%
Global Retail Partners, Inc. (2), (5) 1,316,964 5.0%
Retail Capital Partners, L.P. (2) 1,236,579 4.7%
Global Retail Partners, L.P. (2) 1,236,579 4.7%
DLJ Diversified Associates, LP (3), (4) 505,314 1.9%
DLJ Diversified Partners, Inc. (3), (4) 505,314 1.9%
DLJ Diversified Partners, L.P. (3) 368,475 1.4%
DLJ Diversified Partners - A, L.P. (4) 136,839 0.5%
GRP Partners, L.P. (5) 80,385 0.3%
DLJ LBO Plans Management Corporation (6) 21,282 0.1%
DLJ First ESC, L.P. (6) 21,282 0.1%
Global Retail Partners Funding, Inc. 85,134 0.3%
Linda Fayne Levinson (8) 10,000 0.04%
</TABLE>
(1) Based on 26,546,452 shares outstanding in Company's prospectus dated June
17, 1998.
(2) The general partner of Global Retail Partners, L.P. is Retail Capital
Partners, L.P. and the managing general partner of Global Retail Partners,
L.P. is Global Retail Partners, Inc.
(3) The managing general partner of DLJ Diversified Partners, L.P. is DLJ
Diversified Partners, Inc. and the associate general partner DLJ
Diversified Partners, L.P. is DLJ Diversified Associates, LP.
(4) The managing general partner of DLJ Diversified Partners -A, L.P. is DLJ
Diversified Partners, Inc. and the associate general partner of DLJ
Diversified Partners -A, L.P. is DLJ Diversified Associates, L.P.
(5) The managing general partner of GRP Partners, L.P. is Global Retail
Partners, Inc.
(6) DLJ LBO Plans Management Corporation is the managing general partners of
DLJ First ESC, L.P.
(7) Includes shares of Common Stock beneficially owned by Global Retail
Partners, L.P., DLJ Diversified Partners, L.P., DLJ Diversified Partners
-A, L.P., GRP Partners, L.P., DLJ First ESC, L.P. and Global Retail
Partners Funding, Inc.
(8) Represents options to purchase 10,000 shares of Common Stock held by Linda
Fayne Levinson who is a principal of Global Retail Partners, L.P. and a
director of the Company.
<TABLE>
<CAPTION>
(c) Number of shares as to which such person has:
<S> <C> <C> <C> <C>
(i) Sole (ii) Shared (iii) Sole power (iv) Shared
power to vote power to vote to dispose or to power to dispose
or to direct or to direct direct the or to direct the
the vote the vote disposition of disposition of
DLJ Capital Investors, Inc. 0 1,928,694 0 1,928,694
Global Retail Partners, Inc. 0 1,136,964 0 1,136,964
Retail Capital Partners, L.P. 0 1,236,579 0 1,236,579
Global Retail Partners, L.P. 0 1,236,579 0 1,236,579
DLJ Diversified Associates, LP 0 505,314 0 505,314
DLJ Diversified Partners, Inc. 0 505,314 0 505,314
DLJ Diversified Partners, L.P. 0 368,475 0 368,475
DLJ Diversified Partners - A, L.P. 0 136,839 0 136,839
GRP Partners, L.P. 0 80,385 0 80,385
DLJ LBO Plans Management Corporation 0 21,282 0 21,282
DLJ First ESC, L.P. 0 21,282 0 21,282
Global Retail Partners Funding, Inc. 0 85,134 0 85,134
Linda Fayne Levinson 10,000 0 10,000 0
</TABLE>
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following. [ ]
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.
See Exhibit 1
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose
or effect.
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.
September 28, 1998
------------------------------
(Date)
/s/ Osamu Watanabe
------------------------------
(Signature)
Osamu Watanabe/Vice President
------------------------------
(Name/Title)
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized representative
(other than an executive officer or general partner of the filing person),
evidence of the representative's authority to sign on behalf of such person
shall be filed with the statement, provided, however, that a power of attorney
for this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
Attention. Intentional misstatements or omissions of fact
constitute federal criminal violations (see 18 U.S.C. 1001).
Exhibit 1
Pursuant to Item 8, the members of the group that have filed this
Schedule 13G pursuant to Rule 13d-1(c) are:
1 DLJ Capital Investors, Inc.
2 Global Retail Partners, Inc.
3 Retail Capital Partners, L.P.
4 Global Retail Partners, L.P.
5 DLJ Diversified Associates, LP
6 DLJ Diversified Partners, Inc.
7 DLJ Diversified Partners, L.P.
8 DLJ Diversified Partners - A, L.P.
9 GRP Partners, L.P.
10 DLJ LBO Plans Management Corporation
11 DLJ First ESC, L.P.
12 Global Retail Partners Funding, Inc.
13 Linda Fayne Levinson
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT that I, LINDA FAYNE LEVINSON, hereby
constitute and appoint Osamu Watanabe, from the date hereof until such time as
this Power of Attorney is revoked in writing, to act as my true and lawful
agent and attorney-in-fact, in my name and on my behalf to execute, consent
to, swear to, acknowledge, file, amend and/or modify and deliver one or more
filings on Schedule 13-G and any and all subsequent filings made by or on
behalf of the Securities and Exchange Commission pursuant to the Securities
Act and/or the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 28th day of September 1998.
LINDA FAYNE LEVINSON
/s/ Linda Fayne Levinson
- -------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT that DLJ CAPITAL INVESTORS, INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints Osamu
Watanabe, from the date hereof until such time as this Power of Attorney is
revoked in writing, to act as its true and lawful agent and attorney-
in-fact with full power and authority, in the name of and on behalf of the
Company to execute, consent to, swear to, acknowledge, file, amend and/or
modify and deliver one or more filings on Schedule 13-G and any and all
subsequent filings made by or on behalf of the Securities and Exchange
Commission pursuant to the Securities Act and/or the Securities Exchange Act of
1934, as amended.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 29th day of September 1998.
DLJ CAPITAL INVESTORS, INC.
/s/ Marjorie White
- --------------------------------------
by: Marjorie White/Corporate Secretary
