SCHEDULE 13G
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 13(d)-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
TANNING TECHNOLOGY CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
87588 P10 1
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(CUSIP Number)
JULY 22, 1999
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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)
|_| 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 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 (the "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).
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SCHEDULE 13G
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CUSIP NO. 87588 P10 1 PAGE 1 OF 6 PAGES
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1 NAME OF REPORTING PERSON
/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LARRY G. TANNING
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
(SEE INSTRUCTIONS)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 5 SOLE VOTING POWER
SHARES 3,461,713
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 3,461,713
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,461,713
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.14%
12 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13G
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CUSIP NO. 87588 P10 1 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TANNING FAMILY PARTNERSHIP, L.L.L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
(SEE INSTRUCTIONS)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
COLORADO
NUMBER OF 5 SOLE VOTING POWER
SHARES 3,261,351
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 3,261,351
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,261,351
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.15%
12 TYPE OF REPORTING PERSON
PN
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SCHEDULE 13G
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CUSIP NO. 87588 P10 1 PAGE 3 OF 6 PAGES
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Item 1.
(a) NAME OF ISSUER: Tanning Technology Corporation (the "Company")
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4600 South Syracuse Street, Suite 1200
Denver, Colorado 80237
Item 2.
(a) - (c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE;
AND CITIZENSHIP:
NAME OF PERSON FILING; ADDRESS OF RESIDENCE; AND CITIZENSHIP:
This statement is filed on behalf of (a) Larry G. Tanning,
Chairman of the Board, President and Chief Executive Officer
of the Company, and a United States citizen ("Tanning"), and
(b) Tanning Family Partnership, L.L.L.P., a Colorado
registered limited liability limited partnership ("Tanning
Partnership"). The address of principal business office of
each Reporting Person is:
c/o Tanning Technology Corporation
4600 South Syracuse Street, Suite 1200
Denver, Colorado 80237
2(d) TITLE OF CLASS OF SECURITIES: Common Stock, par value
$0.01 per share of the Company (the "Shares")
2(e) CUSIP NUMBER: 87588 P10 1
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b),
OR 13-2(b), CHECK WHETHER THE PERSON FILING IS A:
This Item 3 is not applicable.
Item 4. OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED:
(i) Tanning may be deemed the beneficial owner of
3,461,713 Shares. This number consists of (A) 200,362
Shares held directly by Tanning and (B) 3,261,351
Shares
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SCHEDULE 13G
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CUSIP NO. 87588 P10 1 PAGE 4 OF 6 PAGES
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held by Tanning Partnership, of which Courtney Rose
Corporation is the sole general partner, of which
Tanning is the controlling shareholder.
(ii) Tanning Partnership may be deemed the beneficial owner
of 3,261,351 Shares, all of which it holds directly.
(iii) Tanning, Tanning Partnership and certain other
shareholders of the Company have entered into an
amended and restated shareholder agreement dated as of
July 20, 1999. Under this agreement, the parties have
agreed that: (A) the board of directors shall
initially be comprised of seven directors, (B) the
board of directors shall be composed of a designated
slate of directors to serve until the first annual
meeting of shareholders, and (C) thereafter, Tanning
Partnership may designate one director to the board of
directors and certain of the other shareholders may
designate in the aggregate two directors to the board
of directors.
(b) PERCENT OF CLASS:
(i) The number of Shares of which Tanning may be deemed to
be the beneficial owner constitutes approximately
17.14% of the total number of Shares outstanding.
(ii) The number of Shares of which Tanning Partnership may
be deemed to be the beneficial owner constitutes
approximately 16.15% of the total number of Shares
outstanding.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
Tanning:
(i) sole power to vote or to direct the vote:
3,461,713
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition of:
3,461,713
(iv) shared power to dispose or to direct the disposition of:
0
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SCHEDULE 13G
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CUSIP NO. 87588 P10 1 PAGE 5 OF 6 PAGES
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Tanning Partnership:
(i) sole power to vote or to direct the vote:
3,261,351
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition of:
3,261,351
(iv) shared power to dispose or to direct the disposition of:
0
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.
Item 9. NOTICES OF DISSOLUTION OF GROUP:
Not applicable.
Item 10. CERTIFICATIONS:
Not applicable.
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SCHEDULE 13G
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CUSIP NO. 87588 P10 1 PAGE 6 OF 6 PAGES
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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.
Dated: February 14, 2000 LARRY G. TANNING
/s/ Larry G. Tanning
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TANNING FAMILY PARTNERSHIP, L.L.L.P.
By: Courtney Rose Corporation,
general partner
of Tanning Family Partnership, L.L.L.P.
By: /s/ Larry G. Tanning
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Larry G. Tanning, President
