UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Digital River Inc.
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(Name of Issuer)
Common Stock ($.01 par value)
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(Title of Class of Securities)
25388B104
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(CUSIP Number)
December 31, 1998
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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 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 ("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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
Page 1 of 4 Pages
<PAGE>
CUSIP No. 25388B104 13G Page 2 of 4 Pages
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(1) Name of Reporting Persons
I.R.S. Identification Nos. of above persons. (entities only)
Wasserstein Perella Group, Inc.
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(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|_|
Not applicable.
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(3) SEC use only.
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(4) Citizenship or place of organization.
Delaware
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Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
See Item 4 herein.
(6) Shared voting power:
See Item 4 herein.
(7) Sole dispositive power:
See Item 4 herein.
(8) Shared dispositive power:
See Item 4 herein.
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(9) Aggregate amount beneficially owned by each reporting person.
1,023,743
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(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
Not applicable.
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(11) Percent of class represented by amount in Row 9.
5.2%
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(12) Type of reporting person (see instructions).
CO
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<PAGE>
Item 1.
(a) Name of Issuer
Digital River Inc.
(b) Address of Issuer's Principal Executive Offices
9625 West 76th Street, Suite 150
Eden Prairie, MN 55344
Item 2.
(a) Name of Person Filing
Wasserstein Perella Group, Inc. ("WP Group") is filing this Schedule
13G on behalf of itself and its affiliate Wasserstein Adelson
Ventures, L.P. ("WA Ventures"). Wasserstein Perella Ventures, Inc.
("WP Ventures"), a Delaware corporation with its principal business
office located at 31 West 52nd Street, 26th Floor, New York, New
York 10019, is the general partner of WA Ventures. WP Ventures is a
wholly-owned subsidiary of Wasserstein & Co., Inc. ("W&Co."), a
Delaware corporation with its principal business office located at
31 West 52nd Street, 26th Floor, New York, New York 10019. W&Co. is
a wholly-owned subsidiary of WP Group.
(b) Address of Principal Business Office or, if none, Residence
31 W. 52nd St., 26th Floor
New York, NY 10019
(c) Citizenship
Delaware
(d) Title of Class of Securities
Common Stock, $.01 par value
(e) CUSIP Number
25388B104
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b), or
ss.ss.240.13d-2(b) or (c), check whether the person filing is a:
(a) |_| Broker or Dealer registered under section 15 of the Act (15
U.S.C. 78c)
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) |_| An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Not applicable.
Page 3 of 4 Pages
<PAGE>
Item 4. Ownership
WA Ventures owns of record 1,023,743 shares of Common Stock (the "Shares") of
the issuer, or 5.2% of the class. WP Ventures, as the general partner of WA
Ventures, has sole voting and dispositive power with respect to the Shares.
The information contained in this Item 4 is based on a total of 19,544,791
shares of Common Stock outstanding as of December 31, 1998, including 150,000
shares issuable to WA Ventures pursuant to immediately exercisable warrants
owned by WA Ventures.
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 |_|
Not applicable.
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
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
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.
February 16, 1999
-------------------------------------------
Date
WASSERSTEIN PERELLA GROUP, INC.
By: /s/ James C. Kingsbery
---------------------------------------
James C. Kingsbery
Chief Financial Officer and Secretary
WASSERSTEIN ADELSON VENTURES, L.P.
By: WASSERSTEIN PERELLA VENTURES, INC.
By: /s/ Robert Mersten
---------------------------------------
Robert Mersten
Vice President
Page 4 of 4 Pages
