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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ___)*
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UNIVERSAL ACCESS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
913363 10 7
(CUSIP number)
Henry N. Nassau, Esq.
Managing Director and General Counsel
Internet Capital Group, Inc.
The 800 Building
435 Devon Park Drive
Wayne, Pennsylvania 19087
(Name, address and telephone number of
Person Authorized to Receive Notices
and Communications)
Copy to:
Christopher G. Karras, Esq.
Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103-2793
March 23, 2000
(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 (S)(S) 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. See Rule 240.13d-7 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.
This 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).
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CUSIP NO. 913363 10 7
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<S> <C>
1) Name of Reporting Persons Internet Capital Group, Inc.
I.R.S. Identification
Nos. of Above Person 23-2996071
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2) Check the Appropriate Box (A)
if a Member of a Group (B)
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3) SEC Use Only
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4) Source of Funds (See Instructions) WC
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5) Check if Disclosure of
Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
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6) Citizenship or Place of Organization Delaware
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Number of Shares 7) Sole Voting
Beneficially Owned By Each Power 21,664,124
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Reporting Person With 8) Shared Voting
Power 0
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9) Sole Dispositive
Power 21,664,124
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10) Shared Dispositive
Power 0
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11) Aggregate Amount Beneficially
Owned by Each Reporting Person 21,664,124
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12) Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares
(See Instructions) [_]
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13) Percent of Class Represented
by Amount in Row (11) 24.5%
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14) Type of Reporting Person (See CO
Instructions)
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ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (the "Statement") relates to the Common
Stock, par value $0.01 per share (the "Common Stock"), of Universal Access, Inc.
(the "Issuer"). The principal place of business of the Issuer is 100 North
Riverside Plaza, Suite 2200, Chicago, Illinois 60606.
ITEM 2. IDENTITY AND BACKGROUND
The name of the filing person is Internet Capital Group, Inc., a
Delaware corporation ("ICG"). ICG is an Internet company actively engaged in
business-to-business e-commerce through a network of partner companies. ICG
provides operational assistance, capital support, industry expertise and a
strategic network of business relationships intended to maximize the long-term
market potential of its business-to-business e-commerce partner companies. The
address of ICG's principal business and principal office is The 800 Building,
435 Devon Park Drive, Wayne, Pennsylvania 19087.
(d) During the last five years, neither ICG nor any of its executive
officers or directors has been convicted in a criminal proceeding.
(e) During the last five years, neither ICG nor any of its executive
officers or directors has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On February 8, 1999, ICG used its working capital to purchase 166,667
warrants to purchase 166,667 shares of Series B Preferred Stock at $0.01 per
share and to purchase 833,334 shares of Series B Preferred Stock at $3.00 per
share.
On April 28, 1999, ICG used its working capital to purchase 570,000
shares of Common Stock at $0.27 per share.
On May 13, 1999, ICG used its working capital to purchase 325,000
shares of Series C Preferred Stock at $3.00 per share.
On June 30, 1999, ICG used its working capital to purchase 3,764,706
shares of Series D Preferred Stock at $4.25 per share.
On March 14, 2000, ICG used its working capital to purchase 525,000
shares of Common Stock at $7.20 per share.
In connection with the Issuer's initial public offering completed on
March 22, 2000, the 833,334 shares of Series B Preferred Stock were converted
into 5,000,004 shares of Common Stock; the 166,667 warrants to purchase Series B
Preferred Stock became exercisable for 1,000,002 shares of Common Stock; the
325,000 shares of Series C Preferred Stock were converted into 975,000 shares of
Common Stock; and the 3,764,706 shares of Series D Preferred Stock were
converted into 11,294,118 shares of Common Stock. All share numbers have been
adjusted for the Issuer's 500-for-1 stock split on July 10, 1998, a 2-for-1
forward stock split on February 17, 1999, a 3-for-2 forward stock split on June
23, 1999 and a 2-for-1 forward stock split affected as a stock dividend on
September 15, 1999.
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On March 23, 2000, ICG used its working capital to purchase 2,300,000
shares of Common Stock from the underwriters in the initial public offering at
$14.00 per share.
ITEM 4. PURPOSE OF TRANSACTION
ICG has acquired the Common Stock as part of its operating strategy to
integrate ICG's partner companies into a collaborative network that leverages
its collective knowledge and resources. With the goal of holding its partner
company interests for the long-term, ICG uses these collective resources to
actively develop the business strategies, operations and management teams of the
Issuer and its other partner companies. ICG intends to review, from time to
time, its interest investment in the Issuer on the basis of various factors,
including but not limited to the Issuer's business, financial condition, results
of operations and prospects, synergies with other partner companies and
integration in the network, general economic and industry conditions, as well as
other developments and other acquisition opportunities. Based upon those
considerations, ICG may seek to acquire additional shares of Common Stock on the
open market or in privately negotiated transactions, or to dispose of all or a
portion of the Common Stock.
Except as set forth above, ICG has not formulated any plans or
proposals of the types referred to in clauses (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a-b) ICG may be deemed to be the beneficial owner with sole power to
vote and dispose of a total of 21,664,124 shares of Common Stock (or 24.5% of
the outstanding Common Stock) as calculated in accordance with Rule 13d-3(d).
(c) See Item 3 above.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among ICG and any person with respect to any securities of
the Issuer, including but not limited to transfer or voting of any securities of
the Issuer, finder's fees, joint ventures, loan or option arrangements, put or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
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Signature
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After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated March 31, 2000 INTERNET CAPITAL GROUP, INC.
By: David D. Gathman
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David D. Gathman
Chief Financial Officer
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