SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. __)*
FASHIONMALL.COM INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
31186K 10 6
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(CUSIP Number)
Kenneth H. Gold, Esq.
Miro Weiner & Kramer
500 N. Woodward Avenue
Bloomfield Hills, Michigan 48304
(248) 258-1205
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
March 26, 2000
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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)
|X| Rule 13d-1 (c)
|_| Rule 13d-1 (d)
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* 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.
The 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).
<PAGE>
CUSIP No. 31186K 10 6 SCHEDULE 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TRG NET INVESTORS LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America (Delaware)
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5 SOLE VOTING POWER
824,084
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 824,084
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
824,084
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|X|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
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12 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 5 Pages
Items 1(a) and 1(b). NAME OF ISSUER AND ADDRESS OF ISSUER'S PRINCIPAL
EXECUTIVE OFFICES:
Fashionmall.com, Inc., a Delaware corporation (the "Issuer"), the
principal executive offices of which are located at 575 Madison Avenue, New
York, New York 10022.
Item 2(a). NAME OF PERSON FILING:
TRG Net Investors LLC
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
200 East Long Lake Road, Bloomfield Hills, Michigan 48304
Item 2(c). CITIZENSHIP:
Delaware limited liability company
Item 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.01 per share
Item 2(e). CUSIP NUMBER:
31186K 10 6
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b)
OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) ___ Broker or dealer registered under Section 15 of the
Exchange Act,
(b) ___ Bank as defined in Section 3 (a) (6) of the Exchange Act,
(c) ___ Insurance company as defined in Section 3(a) (19) of the
Exchange Act,
(d) ___ Investment company registered under Section 8 of the
Investment Company Act,
(e) ___ An investment adviser in accordance with Rule 13d-1(b)(1)
(ii)(E),
(f) ___ An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F),
(g) ___ A parent holding company or control person in accordance
with Rule 13d-1(b)(ii)(G),
(h) ___ A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
<PAGE>
Page 4 of 5 Pages
(i) ___ A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act,
(j) ___ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. |X|
Items 4(a),(b) OWNERSHIP.
(c).
The information contained in Rows 1 and 5-11 on the cover pages of
This Schedule is hereby incorporated by reference.
On April 22, 1999, TRG Net Investors LLC (the "Company") purchased a
membership interest in the Issuer's predecessor limited liability
company which was converted into 824,084 shares of the Issuer's
Class A Convertible Preferred Stock, par value $.01 per share (the
"Preferred Stock") upon the Issuer's initial public offering on May
26, 1999. The Preferred Stock is in turn convertible, in whole or in
part, into an equal number of shares of the Issuer's Common Stock,
par value $.01 per share (the "Common Stock")for a one year period
beginning on May 26, 2000. Also on April 22, 1999, the Company
purchased a warrant to acquire 924,898 shares (the "Warrant
Shares")of the Common Stock at a price of $11.00 per share, which
may be exercised for a 60 day period beginning on May 26, 2000.
The amount listed in Rows 5, 7, and 9 of the cover page does not
include the Warrant Shares, and the Company disclaims any beneficial
ownership of the Warrants.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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
<PAGE>
Page 5 of 5 Pages
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
ITEM 10. CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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.
TRG Net Investors LLC, a Delaware limited
liability company
By: /s/ Esther R. Blum
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Esther R. Blum,
Senior Vice President
April 4, 2000
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(Date)
