UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. #1 )
US Search.com, Inc.
(Name of Issuer)
Common Shares, $.001 par value
(Title of Class of Securities)
903381101]
(CUSIP Number)
Pequot Capital Management, Inc., 500 Nyala Farm Road
Westport, CT 06880 Attn: David J. Malat 203/429-2200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 5, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box.
Check the following box if a fee is being paid with this statement __. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.)(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 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).
CUSIP NO. 903381101
SCHEDULE 13D
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pequot Capital Management, Inc.
06-1524885
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2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP*
(a)
(b)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
CONNECTICUT
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7. SOLE VOTING POWER
13,776,172
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NUMBER OF SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH 0
REPORTING ------------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
13,776,172
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,776,172
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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)
46.8%
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14. TYPE OF REPORTING PERSON*
IA
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Item 1. Security and Issuer
This Statement relates to the Common Stock, $.001 par value (the "Shares"), of
US Search.com, Inc. (the "Company"), a Delaware corporation. The Company's
Principal executive office is located at 5401 Beethoven Street, Los Angeles,
California 90066.
Item 2. Identity and Background
This statement is being filed on behalf of Pequot Capital Management, Inc., a
Connecticut corporation (the "Reporting Person"). The principal business of the
Reporting Person, an investment adviser registered under the Investment Advisers
Act of 1940, is to act as investment adviser to certain managed accounts. The
executive officers of the Reporting Person are Messrs. Arthur J. Samberg,
Daniel C. Benton and Kevin E. O'Brien, the directors of the Reporting Person are
Messrs. Samberg, Benton and O'Brien, and the controlling shareholders are
Messrs. Samberg and Benton (collectively, the "Executive Officers, Directors and
Controlling Persons"). The business address of the Reporting Person and the
Executive Officers, Directors and Controlling Persons is 500 Nyala Farm Road,
Westport, CT 06880.
Neither of the Reporting Person nor the Executive Officers, Directors and
Controlling Persons have, during the last five years, been convicted in criminal
proceeding (excluding traffic violations or similar misdemeanors).
Neither of the Reporting Person nor the Executive Officers, Directors and
Controlling Persons have, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in 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. Each of the Executive
Officers, Directors and the Controlling Persons are citizens of the United
States.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, under Rule 13d-3 under the Securities Exchange Act of
1934, the Reporting Person is deemed to be the beneficial owner of 13,776,172 of
the Company's Shares ("Shares") in the accounts for which the Reporting Person
exercises investment discretion (the "Accounts"). As reported previously, the
Accounts purchased 100,000 shares of the Company's Series A Preferred Stock
("Series A Preferred") at a purchase price of $100 per share and a warrant for
75,000 Series A Preferred (the "Warrant") in a private placement for a total
purchase price of $10,000,000 on September 7, 2000. The Series A Preferred are
convertible into 5,872,098 Shares and the Warrant is convertible into 4,404,074
Shares. In the transaction which is the subject of this filing, the Accounts
released the funds to purchase 3,500,000 Shares from The Kushner-Locke Company
("Kushner-Locke") on October 5, 2000. The Shares were priced at $1.20/Share for
a total purchase of $4,200,000.
The funds for the purchase of the Shares held by the Accounts were obtained from
the contributions of their various partners/shareholders. Such funds may also
include the proceeds of margin loans entered into in the ordinary course of
business with Morgan Stanley Dean Witter & Co.
Item 4. Purpose of Transaction
The holding of the Shares described herein is conducted in the ordinary course
of the Reporting Person's investment activities. The Reporting Person reserves
the right to purchase additional Shares or dispose of the Shares in the open
market or in privately negotiated transactions or in any other lawful manner in
the future. Two employees of the Reporting Person currently serve on the Board
of Directors of the Company. The Reporting Person reserves the right to take
whatever further action with respect to the Accounts' holdings in the Company as
the Reporting Person deems to be in the best interest of such Accounts.
Item 5. Interest in Securities of the Issuer
As of the date hereof, the Reporting Person beneficially owns in the aggregate
13,776,172 Shares. These Shares represent approximately 46.8% of the 29,433,017
Shares that the Reporting Person believes to be outstanding if the Warrant and
the Series A Preferred were converted into Shares. In addition, two employees
of the Reporting Person serve on the Board of Directors of the Company. The
Reporting Power has the sole power to vote, direct the vote, dispose and direct
the disposition of all of the Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The purchase agreement dated September 7, 2000 between the Reporting Person and
Kushner-Locke (the "Purchase Agreement") was disclosed previously on the
Reporting Person's initial Schedule 13D, filed with the Securities and Exchange
Commission on September 14, 2000. There has been no changes or amendments made
to the Purchase Agreement. In addition, as previously reported, in connection
with the Purchase Agreement and subject to a Right of First Refusal Agreement
dated as of September 7, 2000 between the Reporting Person and Kushner Locke,
the Reporting Person obtained the right of first refusal with respect to future
sales of certain additional Shares currently owned by Kushner-Locke.
Furthermore, pursuant to the purchase agreement between the Reporting Person and
the Company dated September 7, 2000, the Reporting Person has agreed to purchase
an additional 100,000 Shares of Series A Preferred subject to certain business
and other closing conditions being met by the Company within twelve months from
the date of such agreement. Therefore, excluding any rights of first refusal,
any pre-emptive rights, the effect of dividends and the issuance of further
stock by the Company, the Reporting Person may beneficially own 275,000 shares
of Series A Preferred and 3,500,000 Shares, or up to 55.7% of the voting
securities of the Company on a fully diluted basis.
Item 7. Material to be Filed as Exhibits
None.
After a reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
October 12, 2000
Pequot Capital Management, Inc.
By:/s/ David J. Malat
David J. Malat, Chief Accounting Officer
