CUSIP No. 68243Q106 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
1-800-FLOWERS.COM, Inc.
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(Name of Issuer)
Class A Common Stock, $0.01 par value
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(Title of Class of Securities)
68243Q106
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(CUSIP Number)
Freddy DeGreef
Waelinvest, S.A.
rue Waelhem, 102
1030 Brussels
BELGIUM
011-322-215-5322
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
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 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).
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Waelinvest S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium
5 SOLE VOTING POWER
598,975
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY - 0 -
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 598,975
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
598,975
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.4%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1.
(a) Name of Issuer:
1-800-Flowers.com, Inc.
(b) Address of Issuer's Principal Executive Offices:
1600 Stewart Avenue
Westbury, NY 11590
Item 2.
(a) Name & Citizenship of Persons Filing:
This Statement is filed, pursuant to Rule 13d-1(d) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
by Waelinvest S.A. ("Waelinvest"), which is indirectly controlled
by Mr. Bernard Arnault, who also controls, indirectly, LVMH Moet
Hennessy Louis Vuitton S.A.
(b) Address of Principal Business Office:
The principal business address for Waelinvest is:
Rue Waelhem, 102
1030 Brussels
BELGIUM
(c) Citizenship:
Waelinvest is a company organized under the laws of Belgium.
(d) Title of Class of Securities:
Class A Common Stock, $.01 par value ("Common Stock").
(e) CUSIP Number:
68243Q106
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(n):
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(15 U.S.C. 78o)
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c)
(d) [ ] Investment Company registered under Section 8 of the Investment
Company Act (15 (U.S.C. 80a-8)
(e) [ ] Person registered as an investment adviser under Section 203 of
the Investment Advisers Act of 1940
(15 U.S.C. 80b-3) or under the laws of any state.
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with
ss. 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company or Control Person in accordance with
ss. 240.13d-1(b)(ii)(G)
(h) [ ] Savings Association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813)
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3)
(j) [ ] Group in accordance withss.240.13d-1(b)(1)(ii)(J)
Item 4. Ownership
(a) Amount Beneficially Owned:
598,975 shares of Common Stock.
(b) Percent of Class:
The shares of Common Stock held by Waelinvest constitute
approximately 3.4% of the outstanding Common Stock of the issuer
as at December 31, 2000 (based on 17,526,019 shares of Common
Stock outstanding).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
598,975
(ii) Shared power to vote or to direct the vote:
-0-
(iii) Sole power to dispose or to direct the disposition of:
598,975
(iv) Shared power to direct the disposition of:
-0-
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as [X]
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:
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.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
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 such 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>
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.
/s/ Freddy DeGreef
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Waelinvest S.A.
By: Freddy DeGreef
Title: Chief Executive Officer
Date: January 9, 2001
