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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
HIGH SPEED ACCESS CORP.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
42979U-102
(CUSIP Number)
David A. Jones, Jr.
1850 National City Tower
101 South Fifth Street
Louisville, Kentucky 40202
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 9, 1999
(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 Rule 13d-1(b)(3) or (4), check the following box |_|.
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CUSIP No. 42979U-102 13D Page 2 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JG Funding, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING See response to Item 5.
PERSON
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
See response to Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
See response to Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
See response to Item 5.
14 TYPE OF REPORTING PERSON
00
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CUSIP No. 42979U-102 13D Page 3 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chrysalis Ventures, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
7 SOLE VOTING POWER
NUMBER OF
SHARES 4,150,328*
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON
WITH 9 SOLE DISPOSITIVE POWER
4,150,328*
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
4,150,328*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.7%
14 TYPE OF REPORTING PERSON
00
*See response to Item 5
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CUSIP No. 42979U-102 13D Page 4 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David A. Jones, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
7 SOLE VOTING POWER
NUMBER OF
SHARES 37,418*
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON
WITH 9 SOLE DISPOSITIVE POWER
37,418*
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
37,418*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.0007%
14 TYPE OF REPORTING PERSON
IN
*See response to Item 5
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ITEM 1. SECURITY AND ISSUER
Class of equity security: Common Stock, $.01 par value
Name and address of principal
executive offices: High Speed Access Corp.
4100 East Mississippi Avenue
Denver, Colorado 80246
ITEM 2. IDENTITY AND BACKGROUND
The name, state of organization, principal business address and the
address of its principal office of each Reporting Person is set forth below:
DAVID A. JONES, JR.
(a) The name of this Reporting Person is David A. Jones, Jr. ("Mr.
Jones").
(b) The business address of Mr. Jones is 1850 National City Tower, 101
South Fifth Street, Louisville, Kentucky 40202.
(c) Mr. Jones' present principal occupation or employment and the
name, principal business and address of any corporation or other organization in
which such employment is carried on are: Chairman and Manager of Chrysalis
Ventures, LLC (a private equity management company), 1850 National City Tower,
101 South Fifth Street, Louisville, Kentucky 40202.
(d) During the last five years, Mr. Jones has not been convicted of a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Jones was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which it 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.
(f) Mr. Jones is a citizen of the United States.
CHRYSALIS VENTURES, LLC, A KENTUCKY LIMITED LIABILITY COMPANY ("CV")
(a) The name of this Reporting Person is Chrysalis Ventures, LLC.
(b) The state of organization of CV is Kentucky.
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(c) The principal business of CV is a private equity management
company. The address of the principal office of CV is 1850 National City Tower,
101 South Fifth Street, Louisville, Kentucky 40202.
(d) During the last five years, CV has not been convicted of a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, CV was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which it 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.
MANAGERS, MEMBERS AND CONTROLLING PERSONS OF CV:
Present Principal
Occupation or Employment/
NAME BUSINESS ADDRESS PRINCIPAL BUSINESS
David A. Jones, Jr.<F1> 1850 National City Tower Chairman and Manager of
101 South Fifth Street Chrysalis Ventures, LLC
Louisville, KY 40202
CV Holdings, Inc. 1850 National City Tower Holding Company
101 South Fifth Street
Louisville, KY 40202
Mr. Jones is a citizen of the United States. CV Holdings, Inc. is a
Kentucky corporation. During the last five years, none of these managers,
members or controlling persons [i] has been convicted of a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor [ii] 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.
<F1> Mr. Jones owns 99% of the outstanding stock of CV.
The directors and executive officers of CV Holdings, Inc. are as follows:
Present Principal
NAME BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
David A. Jones, Jr. 1850 National City Tower Chairman and Manager of
101 South Fifth Street Chrysalis Ventures, LLC
Louisville, KY 40202
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All of the directors and executive officers of CV Holdings, Inc. are
citizens of the United States and during the last five years, none of these
directors or executive officers [i] has been convicted of a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor [ii] 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.
JG FUNDING, LLC, A KENTUCKY LIMITED LIABILITY COMPANY ("JG")
(a) The name of this Reporting Person is JG Funding, LLC.
(b) The state of organization of JG is Kentucky.
(c) The principal business of JG is a private investment company. The
address of the principal office of JG is 1850 National City Tower, 101 South
Fifth Street, Louisville, Kentucky 40202.
(d) During the last five years, JG has not been convicted of a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, JG was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which it 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.
MANAGERS, MEMBERS AND CONTROLLING PERSONS OF JG:
Present Principal
Occupation or Employment/
NAME BUSINESS ADDRESS PRINCIPAL BUSINESS
David A. Jones, Jr. 1850 National City Tower Chairman and Manager of
101 South Fifth Street Chrysalis Ventures, LLC
Louisville, KY 40202
JG Partnership, Ltd. 1850 National City Tower Private investment company
101 South Fifth Street
Louisville, KY 40202
Chrysalis Ventures, LLC 1850 National City Tower Private equity management
101 South Fifth Street company
Louisville, KY 40202
Mr. Jones is a citizen of the United States. JG Partnership, Ltd. is a
Kentucky limited partnership. Chrysalis Ventures, LLC is a Kentucky limited
liability company. During the last five years, none of these managers, members
or controlling persons [i] has been convicted of a criminal proceeding
(excluding traffic
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violations or similar misdemeanors) nor [ii] 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.
GENERAL PARTNERS AND CONTROLLING PERSONS OF JG PARTNERSHIP, LTD.:
Present Principal
NAME BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
David A. Jones 111 West Washington Street Investments
Louisville, KY 40202
Betty A. Jones 111 West Washington Street Homemaker
Louisville, KY 40202
Each partner and controlling person of JG Partnership, Ltd. is a
citizen of the United States. During the last five years, none of these partners
or controlling persons [i] has been convicted of a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor [ii] 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.
MANAGERS, MEMBERS AND CONTROLLING PERSONS OF CV:
Present Principal
Occupation or Employment/
NAME BUSINESS ADDRESS PRINCIPAL BUSINESS
David A. Jones, Jr.<F1> 1850 National City Tower Chairman and Manager of
101 South Fifth Street Chrysalis Ventures, LLC
Louisville, KY 40202
CV Holdings, Inc. 1850 National City Tower Holding Company
101 South Fifth Street
Louisville, KY 40202
Mr. Jones is a citizen of the United States. CV Holdings, Inc. is a
Kentucky corporation. During the last five years, none of these managers,
members or controlling persons [i] has been convicted of a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor [ii] 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.
<F1> Mr. Jones owns 99% of the outstanding stock of CV.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The amount of funds used in making the purchases of the Common Stock by
each Reporting Person is as follows:
JG Funding, LLC $3,905,000.00
David A. Jones, Jr. $ 174,850.00
During the period from April 1998 through November 1998, JG employed
$3,905,000 of working capital to make purchases of the Issuer's Series A
Convertible Preferred Stock and Series B Convertible Preferred Stock. Upon
completion of the Issuer's initial public offering on June 9, 1999, the Series A
Convertible Preferred Stock and Series B Convertible Preferred Stock owned by JG
converted into 4,133,661shares of Issuer's Common Stock and accrued and unpaid
dividends on the Series A Convertible Preferred Stock and Series B Convertible
Preferred stock held by JG, in the aggregate amount of $216,667, were paid in
shares of Issuer's Common Stock at the initial public offering price of $13.00
per share. Mr. Jones used personal funds to make purchases of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired the Common Stock of the Issuer for
investment. The Reporting Persons have no present plans or proposals which
relate to or would result in [a] the acquisition by any person of additional
securities of the Issuer, or the disposition of the securities of the Issuer;
[b] an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; [c] a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; [d] any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; [e] any material
change in the present capitalization or dividend policy of the Issuer; [f] any
other material change in the Issuer's business or corporate structure; [g] any
change in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; [h] causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
[i] a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act; or [j] an action
similar to any of those enumerated above. Mr. Jones is the Chairman of the
Issuer and, as such, will have a role in the management of the Issuer through
Board representation; as a result, Mr. Jones will have the ability to influence
the Issuer and its strategic plans. The Reporting Persons reserve the right to
formulate plans or proposals, to take such action, with respect to any or all of
the foregoing matters and any other matters as such Reporting Persons may
determine.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a. The beneficial ownership of the Common Stock by each Reporting
Person is as follows:
Chrysalis Ventures, LLC 4,150,328 shares 7.7 %
David A. Jones, Jr. 37,418 shares 0.0007%
Total <F1> 4,187,746 shares 7.7 %
<F1> By virtue of his ownership of voting securities of CV, Mr. Jones
may be deemed to beneficially own the total number of shares benficially owned
by CV, and may be deemed to share with it
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the right to vote and to dispose of such shares. Mr. Jones owns 99% of the
outstanding voting securities of CV. Includes 27,500 shares issuable upon the
exercise of stock options which are exercisable within 60 days.
b. Each of the following Reporting Persons has sole voting and
dispositive power with respect to the following shares:
Chrysalis Ventures, LLC 4,150,328 shares 7.7 %
David A. Jones, Jr. 37,418 shares 0.0007%
Total <F1> 4,187,746 shares 7.7 %
<F1> See note (1) in response to Item 5(a) above.
c. The following transactions in the Common Stock of the Issuer were
effected during the past sixty days by the Reporting Persons:
Transaction 1:
(1) Identity of the person who effected the transaction:
JG Funding, LLC.
(2) The date of the transaction: June 9, 1999.
(3) The amount of the securities involved: 16,667 shares.
(4) The price per share or unit: $13.00.
(5) Where and how the transaction was effected: By the conversion
of $216,667.00 of accrued and unpaid dividends on the shares of Series A
Convertible Preferred Stock and Series B Convertible Preferred held by JG into
shares of Issuer's Common Stock at a price of $13.00 per share.
Transaction 2:
(1) Identity of the person who effected the transaction:
David A. Jones, Jr.
(2) The date of the transaction: June 9, 1999.
(3) The amount of the securities involved: 13,460 shares.
(4) The price per share or unit: $13.00.
(5) Where and how the transaction was effected: By the Reporting
Person's broker, Lehman Brothers Inc. of New York, New York.
Transaction 3:
(1) Identity of the person who effected the transaction:
David A. Jones, Jr.
(2) The date of the transaction: June 3, 1999.
(3) The amount of the securities involved: 3,542 shares.
(4) The price per share or unit: not applicable.
(5) Where and how the transaction was effected: By gift made by
Mr. Jones in Louisville, Kentucky.
d. To the knowledge of the Reporting Persons, no other person has the
right to receive and the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares held by the Reporting Persons except as
follows: By virtue of their ownership in the aggregate of approximately 99% of
JG Partnership, Ltd., which owns approximately 99% of JG, the David A. Jones
1996 Venture Capital GRAT and the C.E.& S. Foundation, Inc. indirectly have the
right to receive the dividends from, or the proceeds from the sale of, the
shares held by JG.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
See response to Item 5 above. Other than the Agreement attached hereto
as Exhibit 1, the Reporting Persons are not a party to any contract,
arrangement, understanding or relationship (legal or otherwise) with respect to
any security of the Issuer, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Agreement among Reporting Persons dated June 14, 1999 for the
filing of a single Schedule 13D pursuant to Rule 13d-1(f)(1).
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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.
June 14, 1999 By: /S/ DAVID A. JONES, JR.
David A. Jones, Jr.
Attorney-in-Fact on behalf of each of the
Reporting Persons*
* Pursuant to the Agreement among Reporting Persons dated June 14, 1999
for the filing of a single Schedule 13D pursuant to Rule 13d-1(f)(1),
each Reporting Person has authorized David A. Jones, Jr. to sign on
behalf of such Reporting Person any Schedule 13D or amendments thereto
that are required to be filed on behalf of the Reporting Persons to
this Schedule 13D.
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EXHIBIT INDEX
Exhibit No. Description
1 Agreement among Reporting Persons dated June 14, 1999
for the filing of a single Schedule 13D pursuant to
Rule 13d-1(f)(1).
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EXHIBIT 1
AGREEMENT AMONG REPORTING PERSONS
THIS AGREEMENT AMONG REPORTING PERSONS ("Agreement") is made and
entered into by and among CHRYSALIS VENTURES, LLC, a Kentucky limited liability
company, JG FUNDING, LLC, a Kentucky limited liability company, and DAVID A.
JONES, JR., an individual (collectively, the "Group").
W I T N E S S E T H :
WHEREAS, each member of the Group may be deemed to beneficially own
shares of the Common Stock of High Speed Access Corp.
WHEREAS, each member of the Group desires to file a single Schedule
13D indicating the beneficial ownership of each member; and
WHEREAS, Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of
1934 (the "Act") requires that, when a Schedule 13D is filed on behalf of more
than one person, the Schedule 13D shall include as an exhibit to the Schedule
13D an agreement in writing of such persons that the Schedule 13D is filed on
behalf of each of them;
NOW, THEREFORE, in consideration of the premises and the mutual
promises of the parties thereto, the parties hereto covenant and agree as
follows:
1. Chrysalis Ventures, LLC, JG Funding, LLC and David A. Jones, Jr. agree
that a single Schedule 13D and any amendments thereto relating to the shares of
Common Stock of High Speed Access Corp. shall be filed on behalf of each of
them.
2. Chrysalis Ventures, LLC, JG Funding, LLC and David A. Jones, Jr. each
acknowledge and agree that pursuant to Rule 13d-1 (f)(1) under the Act each of
them is individually responsible for the timely filing of such Schedule 13D and
any amendments thereto and for the completeness and accuracy of the information
contained therein.
3. This Agreement shall not be assignable by any party hereto.
4. This Agreement shall be terminated only upon the first to occur of the
following: (a) the death of any of the individual parties hereto, (b) the
dissolution, termination or settlement of Chrysalis Ventures, LLC or JG Funding,
LLC or (c) a written notice of termination given by any party hereto to all of
the other parties hereto.
5. This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original copy hereof, but all of which together shall
constitute a single instrument.
6. Chrysalis Ventures, LLC, JG Funding, LLC and David A. Jones, Jr. each
acknowledge and agree that David A. Jones, Jr. shall be authorized as
attorney-in-fact to sign, on behalf of each
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party to this Agreement, any Schedule 13D or amendments thereto that are
required to be filed on behalf of the parties thereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 14th day of June, 1999.
CHRYSALIS VENTURES, LLC
By: /S/ DAVID A. JONES, JR.
David A. Jones, Jr., Chairman
JG FUNDING, LLC
By: /S/ DAVID A. JONES, JR.
David A. Jones, Jr., Manger of Chrysalis
Ventures, LLC, as Manager of JG Funding,
LLC
/S/ DAVID A. JONES, JR.
David A. Jones, Jr., individually
