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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. _____________)*
Netcentives
- --------------------------------------------------------------------------------
(Name of Issuer)
Common
- --------------------------------------------------------------------------------
(Title of Class of Securities)
64108P-10-1
- --------------------------------------------------------------------------------
(CUSIP Number)
12/31/1999
- --------------------------------------------------------------------------------
(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)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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 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. 64108P-10-1 13G Page 2 of 9 Pages
- -------------------------- ------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
WEST SHELL
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 1,071,088 AS OF 12/31/99
--------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY --------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
EACH 1,071,088 AS OF 12/31/99
REPORTING --------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,071,088 AS OF 12/31/99
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.31041
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS
<PAGE>
- ------------------------- ----------------------
CUSIP No. 64108P-10-1 13G Page 3 of 9 Pages
- ------------------------- ----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
SHELL ASSOCIATES
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA LLP
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF
--------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 677,512 AS OF 12/31/99
OWNED BY
--------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON --------------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
677,512 AS OF 12/31/99
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
677,512 AS OF 12/31/99
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.09399
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS
<PAGE>
INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting Persons--Furnish the
full legal name of each person for whom the report is filed--i.e., each
person required to sign the schedule itself--including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers if voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G," below)
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and that membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(e)(1) in which case it may not be necessary to check
row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization--Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of
organization.
(5)-(9), (11) Aggregate Amount Beneficially Owned By Each Reporting Person,
Etc.--Rows (5) through (9) inclusive, and (11) are to be completed in
accordance with the provisions of Item 4 of Schedule 13G. All percentages
are to be rounded off to the nearest tenth (one place after decimal point).
(10) Check if the aggregate amount reported as beneficially owned in row (9)
does not include shares as to which beneficial ownership is disclaimed
pursuant to Rule 13d-4 under the Securities Exchange Act of 1934.
(12) Type of Reporting Person--Please classify each "reporting person" according
to the following breakdown (see Item 3 of Schedule 13 G) and place the
appropriate symbol on the form:
Category Symbol
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund, or Endowment Fund EP
Parent Holding Company/Control Person HC
Savings Association SA
Church Plan CP
Corporation CO
Partnership PN
Individual IN
Other OO
Notes:
Attach as many copies of the second part of the cover page as are needed, one
reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer items on
the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross references to an
item or items on the cover page(s). This approach may only be used where the
cover page item or items provide all the disclosure required by the schedule
item. Moreover, such a use of a cover page item will result in the item
becoming a part of the schedule and accordingly being considered as "filed" for
purposes of Section 18 of the Securities Exchange Act or otherwise subject to
the liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements by
filing either completed copies of the blank forms available from the Commission,
printed or typed facsimiles, or computer printed facsimiles, provided the
documents filed have identical formats to the forms prescribed in the
Commission's regulations and meet existing Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Section 13(d), 13(g), and 23 of the Securities Exchange Act of 1934 and
the rules and regulations thereunder, the Commission is authorized to solicit
the information required to be supplied by this schedule by certain security
holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory, except
for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain
<PAGE>
beneficial owners of certain equity securities. This statement will be made a
matter of public record. Therefore any information given will be available for
inspection by any member of the public
Because of the public nature of the information, the Commission can utilize it
for a variety of purposes, including referral to other governmental authorities
or securities self-regulatory organizations for investigatory purposes or in
connection with litigation involving the Federal securities laws or other civil,
criminal or regulatory statutes or provisions. I.R.S. identification numbers,
if furnished, will assist the Commission in identifying security holders and,
therefore, in promptly processing statements of beneficial ownership of
securities.
Failure to disclose the information requested by this schedule, except for
I.R.S. identification numbers, may result in civil or criminal action against
the persons involved for violation of the Federal securities laws and rules
promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements filed pursuant to Rule 13d-1(b) containing the information
required by this schedule shall be filed not later than February 14 following
the calendar year covered by the statement or within the time specified in
Rule 13d-1(b)(2) and 13d-2(c). Statements filed pursuant to Rule 13d-1(c)
shall be filed within the time specified in Rules 13d-1(c), 13d-2(b) and 13d-
2(d). Statements filed pursuant to Rule 13d-1(d) shall be filed not later
than February 14 following the calendar year covered by the statement
pursuant to Rules 13d-1(d) and 13d-2(b).
B. Information contained in a form which is required to be filed by rules under
section 13(f) for the same calendar year as that covered by a statement on
this schedule may be incorporated by reference in response to any of the
items of this schedule. If such information is incorporated by reference in
this schedule, copies of the relevant pages of such form shall be filed as an
exhibit to this schedule.
C. The item numbers and captions of the items shall be included but the text of
the items is to be omitted. The answers to the items shall be so prepared as
to indicate clearly the coverage of the items without referring to the text
of the items. Answer every item. If an item is inapplicable or the answer is
in the negative, so state.
<PAGE>
- -------------------------- ------------------------
CUSIP No. 64108P-10-1 13G Page 6 of 9 Pages
- -------------------------- ------------------------
Item 1(a). Name of Issuer:
Netcentives
-----------
Item 1(b). Address of Issuer's Principal Executive Offices:
690 5th Street, San Francisco, CA 94107
----------------------------------------
Item 2(a). Name of Person Filing:
West Shell and Shell Associates
-------------------------------
Item 2(b). Address of Principal Business Office or, if none, Residence:
C/O Netcentives 690 5th Street, San Francisco, CA 94107
--------------------------------------------------------
Item 2(c). Citizenship:
West Shell = United States / Shell Associates = California LLP
--------------------------------------------------------------
Item 2(d). Title of Class of Securities:
Common
------
Item 2(e). CUSIP Number:
64108P-10-1
-----------
Item 3. If this statement is filed pursuant to Rule 13d-1(b), 13d-2(b) or 13d-
2(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 13-d(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;
(i) [_] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
<PAGE>
- -------------------------- ------------------------
CUSIP No. 64108P-10-1 13G Page 7 of 9 Pages
- -------------------------- ------------------------
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
West Shell = 1,071,088 / Shell Associates = 677,512
---------------------------------------------------
(b) Percent of Class:
West Shell = 3.31041 / Shell Associates = 2.09399
-------------------------------------------------
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 1,071,088
---------
(ii) Shared power to vote or to direct the vote 677,512
---------
(iii) Sole power to dispose or to direct the disposition of 1,071,088
---------
(iv) Shared power to dispose or to direct the disposition of 677,512
---------
Instruction: For computations regarding securities which represent a right
to acquire an underlying security see Rule 13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following. [_]
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
If a parent holding company has filed this schedule, pursuant to Rule 13d-
1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-
1(d), attach an exhibit stating the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(d), attach an exhibit stating the identity of each member
of the group.
<PAGE>
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CUSIP No. 64108P-10-1 13G Page 8 of 9 Pages
- -------------------------- ------------------------
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
Item 10. Certification.
(a) The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and 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.
(b) The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(c):
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.
<PAGE>
- -------------------------- ------------------------
CUSIP No. 64108P-10-1 13G Page 9 of 9 Pages
- -------------------------- ------------------------
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.
<TABLE>
<S> <C>
Date: February 10, 2000 Date: February 10, 2000
------------------------------------- -------------------------------------
Signature: /s/ West Shell Signature: /s/ West Shell
------------------------------------- -------------------------------------
Name/Title: West Shell, Chief Executive Officer Name/Title: Shell Associates
------------------------------------- -------------------------------------
</TABLE>
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original and
five copies of the Schedule, including all exhibits. See Rule 13d-7 (b) for
other parties to whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations. (See 18 U.S.C. 1001).
