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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. 1)
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.
1650 National City Tower
101 South Fifth Street
Louisville, Kentucky 40202
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 31, 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 |_|.
Check the following box if a fee is being paid with this statement |_|.
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CUSIP No. 42979U-102 13D Page 2 of 6 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
Not applicable
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0 - See Introductory Statement below.
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
0 - See Introductory Statement below.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0
14 TYPE OF REPORTING PERSON
00
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CUSIP No. 42979U-102 13D Page 3 of 6 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
Not applicable
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,561,607*
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,561,607*
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,561,607*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.88%
14 TYPE OF REPORTING PERSON
00
*See response to Item 5
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CUSIP No. 42979U-102 13D Page 4 of 6 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
Not applicable
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 528,358*
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 528,358*
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
528,358*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.98%
14 TYPE OF REPORTING PERSON
IN
*See response to Item 5
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INTRODUCTORY STATEMENT
Reference is made to that certain Schedule 13D dated June 21,
1999 filed by the Reporting Persons named herein with respect to the common
stock, $.01 par value per share ("Common Stock") of High Speed Access Corp., a
Delaware corporation (the "Issuer"). Item 5 of this Amendment No. 1 reflects the
Reporting Persons' beneficial ownership of less than 5% of the Issuer's Common
Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a. The beneficial ownership of the Common Stock by each Reporting
Person is as follows, based on the 54,184,191 shares of the Common Stock
outstanding as of November 5, 1999:
Chrysalis Ventures, LLC 1,561,607 shares 2.88%
David A. Jones, Jr.<F1> 528,358 shares .98%
Total <F2> 2,089,965 shares 3.86%
<F1>Includes 27,125 shares which Mr. Jones has the right to acquire within 60
days pursuant to a stock option agreement between Mr. Jones and the Issuer.
<F2>By virtue of his ownership of voting securities of Chrysalis Ventures, LLC,
Mr. Jones may be deemed to beneficially own the total number of shares
beneficially owned by Chrysalis Ventures, LLC, and may be deemed to share with
it the right to vote and dispose of such shares. Mr. Jones owns approximately
99% of the outstanding voting securities of Chrysalis Ventures, LLC.
b. Each of the following Reporting Persons has sole voting and
dispositive power with respect to the following shares:
Chrysalis Ventures, LLC 1,561,607 shares 2.88%
David A. Jones, Jr.<F1> 528,358 shares .98%
Total <F2> 2,089,965 shares 3.86%
<F1> See note <F1> in response to Item 5(a) above.
<F2> See note <F2> 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: December 31, 1999.
(3) The amount of the securities involved: 4,000,000 shares.
(4) The price per share or unit: not applicable.
(5) Where and how the transaction was effected: By the distribution of
4,000,000 shares of the Issuer's common stock held by JG Funding, LLC to the
limited liability company members of JG Funding, LLC, including 741,430 shares
to Chrysalis Ventures, LLC, which transfers were effected on December 31, 1999.
Transaction 2:
(1) Identity of the person who effected the transaction:
Chrysalis Ventures, LLC.
(2) The date of the transaction: December 31, 1999.
(3) The amount of the securities involved: 723,304 shares.
(4) The price per share or unit: not applicable.
(5) Where and how the transaction was effected: By the distribution of
723,304 shares of the Issuer's common stock held by Chrysalis Ventures, LLC to
the limited liability company members of Chrysalis Ventures, LLC, including
489,775 shares to David A. Jones, Jr., which transfers were effected on December
31, 1999.
d. To the knowledge of the Reporting Persons, except as set forth in
Item 5(a) above, no other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the shares held
by the Reporting Persons.
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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.
January 26, 2000 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.
