SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)*
Internet Capital Group, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
46059C106
(CUSIP Number)
- -------------------------------------------------------------------------------
August 4, 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 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 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 of 8
<PAGE>
- -------------------- -----------------------
CUSIP No. 46059C106 13G Page 2 of 7 Pages
- -------------------- -----------------------
- -------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS Comcast ICG, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 51-0374809
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
- -------------------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER 23,833,998
SHARES -----------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER None
OWNED BY -----------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER 23,833,998
REPORTING -----------------------------------------------------------
PERSON WITH 8. SHARED DISPOSITIVE POWER None
- -------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,833,998
- -------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
- -------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1
- -------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 8
<PAGE>
Item 1(a). Name of Issuer:
The issuer of the class of equity securities to which this statement
relates is Internet Capital Group, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
The principal executive offices of Internet Capital Group, Inc. are
located at 435 Devon Park Drive, Building 800, Wayne, Pennsylvania 19087.
Item 2(a). Name of Person Filing:
This statement is being filed on behalf of Comcast ICG, Inc. ("Comcast
ICG"). Comcast ICG is a wholly owned subsidiary of Comcast Online
Communications, Inc. ("Comcast Online"), which is a wholly owned subsidiary of
Comcast Corporation ("Comcast"). Sural Corporation ("Sural"), owns
approximately 77% of the voting power of Comcast's voting common stock. The
President of Comcast, Brian L. Roberts, owns stock representing substantially
all of the voting power of all classes of voting securities of Sural.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business office of Comcast ICG is 1201 Market Street, Suite
2201, Wilmington, DE 19801.
The principal business office of Comcast Online is 1500 Market Street,
Philadelphia, Pennsylvania 19102.
The principal business office of Comcast is 1500 Market Street,
Philadelphia, Pennsylvania 19102.
The principal business office of Sural is 1201 Market Street, Suite 2201,
Wilmington, DE 19801.
The business address of Brian L. Roberts is 1500 Market Street,
Philadelphia, Pennsylvania 19102.
Item 2(c). Citizenship:
Comcast ICG was organized in the state of Delaware.
Comcast Online was organized in the state of Delaware.
Comcast was organized in the state of Pennsylvania.
Sural was organized in the state of Delaware.
Brian L. Roberts is a citizen of the United States.
Item 2(d). Title of Class of Securities:
Common Stock, par value $.001 per share (the "Common Stock"), of the
Issuer.
Item 2(e). CUSIP Number:
The CUSIP Number for the Common Stock is 46059C106.
Page 3 of 8
<PAGE>
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)(1)(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;
(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. [ ]
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of issuer identified in Item 1.
(a) Amount beneficially owned:
Comcast ICG may be deemed to be the beneficial owner of 23,833,998 shares
of Common Stock as a result of its direct ownership of 23,283,332 shares of
Common Stock and its direct ownership of currently exercisable warrants and
options to purchase 550,666 shares of Common Stock.
Comcast Online may be deemed to be the beneficial owner of 23,833,998
shares of Common Stock deemed to be owned by Comcast ICG referred to above.
Comcast Online is the sole shareholder of Comcast ICG.
Comcast may be deemed to be the beneficial owner of the 23,833,998 shares
of Common Stock deemed to be owned by Comcast ICG. Comcast is the sole
shareholder of Comcast Online.
Sural may be deemed to be the beneficial owner of the 23,833,998 shares of
Common Stock deemed to be owned by Comcast ICG referred to above. Sural owns
approximately 77% of the voting power of Comcast's voting common stock.
Brian L. Roberts may be deemed to be the beneficial owner of the
23,833,998 shares of Common Stock deemed to be owned by Comcast ICG referred to
above. Brian L. Roberts owns stock representing substantially all of the voting
power of all classes of voting securities of Sural.
Comcast Interactive Capital, L.P. ("Comcast Interactive") may be deemed to
be the beneficial owner of 499,998 shares of Common Stock as a result of its
direct ownership of 416,666 shares of Common Stock and its direct ownership of
currently exercisable warrants to purchase 83,332 shares of Common Stock.
Comcast CICG, L.P. ("CICG"), a wholly owned subsidiary of Comcast, holds 85% of
the partnership interests in Comcast Interactive and is Comcast Interactive's
sole limited partner. Comcast CICG GP, Inc. ("GP") and Comcast CICG LP, Inc.
("LP"), each wholly owned subsidiaries of Comcast, together hold a 100%
interest in CICG. Comcast Investment Holdings, Inc. (together with CICG, GP and
LP, the "Comcast Companies"), a direct wholly owned subsidiary of Comcast,
holds a 100% interest in both GP and LP. The Comcast Companies, Comcast ICG,
Comcast Online, Comcast, Sural and Brian L. Roberts
Page 4 of 8
<PAGE>
disclaim beneficial ownership with respect to the shares of Common Stock that
may be deemed to be beneficially owned by Comcast Interactive. Shares of Common
Stock held by Comcast Interactive have not been included in the amounts or
percentages set forth elsewhere herein.
(b) Percent of class:
Each of Comcast ICG, Comcast Online, Comcast, Sural and Brian L. Roberts
may be deemed to beneficially own 9.1% of the shares of Common Stock (including
550,666 shares of Common Stock that are issuable upon conversion of currently
exercisable warrants and options held by Comcast ICG).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
Comcast ICG has the power to vote or direct the vote of the 23,833,998
shares of Common Stock deemed to be owned by Comcast ICG referred to above
(including 550,666 shares of Common Stock that are issuable upon conversion of
currently exercisable warrants and options held by Comcast ICG). Comcast
Online, Comcast, Sural and Brian L. Roberts may be deemed to have power to vote
or direct the vote of the 23,833,998 shares of Common Stock deemed to be owned
by Comcast ICG.
(ii) Shared power to vote or to direct the vote: None
(iii) Sole power to dispose or to direct the disposition of:
Comcast ICG has the power to dispose or direct the disposition of the
23,833,998 shares of Common Stock deemed to be owned by Comcast ICG referred to
above (including 550,666 shares of Common Stock that are issuable upon
conversion of currently exercisable warrants and options held by Comcast ICG).
Comcast Online, Comcast, Sural and Brian L. Roberts may be deemed to have power
to dispose or to direct the disposition of the 23,833,998 shares of Common
Stock deemed to be owned by Comcast ICG.
(iv) Shared power to dispose or to direct the disposition of: None
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. |_|
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.
Page 5 of 8
<PAGE>
Item 10. Certifications.
Not applicable.
Page 6 of 8
<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.
February 10, 2000
Comcast ICG, Inc.
By: /s/ Abram E. Patlove
-----------------------------
Name: Abram E. Patlove
Title: President
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.
Attention. Intentional misstatements or omissions of fact constitute
federal criminal violations (see 18 U.S.C. 1001).
Page 7 of 8
<PAGE>
Exhibit Index
None
Page 8 of 8
