UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
FirstWorld Communications, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Series B Common Stock, par value $0.0001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
337625-20-6
------------------------------------------------------
(CUSIP Number)
Paul J. Shim, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 13, 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 which 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 240.13d-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. Seess. 240.13d-7(b) for other
parties to whom copies are to be sent.
*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 ("Act") 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 337625-20-6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TPG Advisors III, Inc.
2 =====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3
4 SOURCE OF FUNDS*
00 - Contributions of Partners of Affiliates
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
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING
PERSON 16,634,721** (See Items 4 and 5.)
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
16,634,721** (See Items 4 and 5.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,634,721** (See Items 4 and 5.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.1% (See Items 4 and 5.)
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
** Includes warrants currently exercisable for 5,236,083 shares of Series B
Common Stock of the issuer.
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T3 Advisors, Inc.
2 ========================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3
4 SOURCE OF FUNDS*
00 - Contributions of Partners of Affiliates
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
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING
PERSON 16,634,721** (See Items 4 and 5.)
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
16,634,721** (See Items 4 and 5.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,634,721** (See Items 4 and 5.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.1% (See Items 4 and 5.)
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
** Includes warrants currently exercisable for 5,236,083 shares of Series B
Common Stock of the issuer.
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ColonyGP IV, Inc.
2 =====================================================================
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3
4 SOURCE OF FUNDS*
00 - Contributions of Partners of Affiliates
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
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING
PERSON 16,634,721** (See Items 4 and 5.)
WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
16,634,721** (See Items 4 and 5.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,634,721** (See Items 4 and 5.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.1% (See Items 4 and 5.)
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
** Includes warrants currently exercisable for 5,236,083 shares of Series B
Common Stock of the issuer.
<PAGE>
This Amendment No. 1 amends and supplements the Schedule 13D (the "Initial
Schedule") filed on February 22, 2000 by TPG Advisors III, T3 Advisors and
ColonyGP IV with respect to the Series B Common Stock of the Company. All
capitalized terms used but not defined in this Amendment have the meanings
ascribed to such terms in the Initial Schedule.
Item 4. Purpose of Transaction.
----------------------
On March 13, 2000, the Company completed the initial public offering of
shares of its common stock (the "IPO"). Pursuant to the IPO, the Company issued
11,500,000 shares of Series B Common Stock. Concurrently with the IPO, the
Company and TPG FirstWorld I LLC completed the sale and purchase of Series B
Common Stock pursuant to the Company Stock Purchase Agreement, as described in
the Initial Schedule, involving a total 3,162,555 shares. The Company also
completed three other concurrent private placements involving the issuance of a
further 2,624,921 shares. In total, the Company issued 17,287,476 shares of
Series B Common Stock (the "New Shares") on March 13, 2000.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Following the issuance of the New Shares, TPG Advisors III, T3 Advisors and
ColonyGP IV beneficially own 16,634,721 shares of Series B Common Stock,
representing in the aggregate 30.1% of the outstanding shares of common stock of
the Company (based on the number of shares of common stock represented by the
Company to be outstanding as of March 20, 2000).
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement with respect to TPG
Advisors III, Inc. is true, complete and correct.
Dated: March 21, 2000
TPG ADVISORS III, INC.
By: /s/ Richard A. Ekleberry
------------------------
Name: Richard A. Ekleberry
Title: Vice President
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement with respect to T3
Advisors, Inc. is true, complete and correct.
Dated: March 21, 2000
T3 ADVISORS, INC.
By: /s/ Richard A. Ekleberry
------------------------
Name: Richard A. Ekleberry
Title: Vice President
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement with respect to
ColonyGP IV, Inc. is true, complete and correct.
Dated: March 21, 2000
COLONYGP IV, INC.
By: /s/ Richard A. Ekleberry
------------------------
Name: Richard A. Ekleberry
Title: Vice President
