<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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. 1)(1)
eUNIVERSE, INC.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
298 412 10 7
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(CUSIP Number)
December 31, 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)
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(1) 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).
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CUSIP No. 298 412 10 7 13G Page 2 of 8 Pages
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
1 The Joseph W. & Patricia G. Abrams Living Trust Under Trust Agreement
dated March 16, 1994
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
2
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4 State of California
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SOLE VOTING POWER
5 See Item 4(c)
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NUMBER OF SHARED VOTING POWER
SHARES
BENEFICIALLY 6 See Item 4(c)
OWNED BY --------------------------------------------------------
EACH REPORTING SOLE DISPOSITIVE POWER
PERSON WITH
7 See Item 4(c)
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SHARED VOTING POWER
6 See Item 4(c)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 881,594 shares
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
10 CERTAIN SHARES* [ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 5.4%
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TYPE OF REPORTING PERSON*
12 OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 298 412 10 7 13G Page 3 of 8 Pages
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Joseph W. Abrams, as Trustee and Beneficiary of the Joseph W.
& Patricia G. Abrams Living Trust Under
1 Trust Agreement dated March 16, 1994
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
2
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4 United States
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SOLE VOTING POWER
5 See Item 4(c)
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NUMBER OF SHARED VOTING POWER
SHARES
BENEFICIALLY 6 See Item 4(c)
OWNED BY --------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 7 See Item 4(c)
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SHARED VOTING POWER
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 881,594 shares
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
10 CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 5.4%
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TYPE OF REPORTING PERSON*
12 IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 298 412 10 7 13G Page 4 of 8 Pages
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Patricia G. Abrams, as Beneficiary of the Joseph W. & Patricia G.
1 Abrams Living Trust Under Trust Agreement dated March 16, 1994
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
2
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4 United States
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SOLE VOTING POWER
5 See Item 4(c)
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NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 6 See Item 4(c)
OWNED BY --------------------------------------------------------
EACH
REPORTING
PERSON WITH 7 See Item 4(c)
--------------------------------------------------------
SHARED DISPOSITIVE POWER
8 See Item 4(c)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 881,594 shares
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
10 CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 5.4%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12 IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 298 412 10 7 13G Page 5 of 8 Pages
<TABLE>
<S> <C>
ITEM 1(a). NAME OF ISSUER: eUniverse, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 101 North
Plains Industrial Road, Wallingford, CT 06492.
ITEM 2(a). NAME OF PERSON FILING: (1) The Joseph W. & Patricia G. Abrams
Living Trust (the "Trust") Under Trust Agreement dated March 16,
1994 (the "Trust Agreement"); (2) Joseph W. Abrams, as Trustee
and Beneficiary of the Trust; and (3) Patricia G. Abrams, as
Beneficiary of the Trust.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Address of the Trust: 131 Laurel Grove Ave., Kentfield,
CA 94904. Address of Joseph W. and Patricia G. Abrams: 131
Laurel Grove Ave., Kentfield, CA 94904.
ITEM 2(c). CITIZENSHIP: The Trust was formed under the laws of the State of
California. Each of Joseph W. and Patricia G. Abrams is a
citizen of the United States.
ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001 per
share
ITEM 2(e). CUSIP NUMBER: 298 412 10 7
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: not
applicable
(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;
(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)
</TABLE>
If this statement is filed pursuant to Rule 13d-1 (c), check this box. [ ]
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CUSIP No. 298 412 10 7 13G Page 6 of 8 Pages
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: The Trust may be deemed to beneficially own
the 881,594 shares of Common Stock held in the Trust. Joseph W. Abrams,
as Trustee of the Trust, also may be deemed to beneficially own the
881,594 shares of Common Stock held in the Trust. In addition, since
under the terms of the Trust Agreement, each of Joseph W. and Patricia
G. Abrams, as beneficiary, has the present right to revoke with respect
to 50% of the shares of Common Stock held in the Trust, Patricia G.
Abrams may be deemed to beneficially own 440,797 shares of Common Stock
held in the Trust. Notwithstanding the foregoing, if pursuant to
applicable rules and regulations promulgated by the Securities and
Exchange Commission (the "Commission"), pursuant to the Securities Act
of 1933, as amended (the "Securities Act"), Patricia G. Abrams is
deemed to beneficially own shares of Common Stock beneficially owned by
her husband, Joseph W. Abrams, then Patricia G. Abrams may be deemed to
beneficially own all 881,594 shares of Common Stock held be the Trust.
(b) Percent of Class: The 881,594 shares of Common Stock held by the Trust
and beneficially owned by the reporting persons as disclosed pursuant
to Item 4(a) above represents 5.4% of the issued and outstanding shares
of Common Stock. The 440,797 shares of Common Stock as to which
Patricia G. Abrams has the present right to revoke pursuant to the
terms of the Trust Agreement, as disclosed pursuant to Item 4(a) above,
represents 2.7% of the issued and outstanding shares of Common Stock
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: Under the terms of
the Trust Agreement, Joseph W. Abrams, as sole Trustee of the
Trust, has the sole power to vote or to direct the vote of
the 881,594 shares of Common Stock owned by the Trust.
Notwithstanding the foregoing, since Patricia G. Abrams has
the present right under the terms of the Trust Agreement to
revoke the Trust to the extent of 50% of the shares of Common
Stock held by the Trust, Patricia G. Abrams may be deemed to
share the power to vote or direct the vote of 440,797 shares
of Common Stock held by the Trust.
(ii) shared power to vote or to direct the vote: As disclosed in
Item 4(c)(i) above, since Patricia G. Abrams has the present
right under the terms of the Trust Agreement to revoke the
Trust to the extent of 50% of the shares of Common Stock held
by the Trust, Patricia G. Abrams may be deemed to share with
Joseph W. Abrams the power to vote or direct the vote of
440,797 shares of Common Stock held by the Trust.
Notwithstanding the foregoing, if pursuant to applicable
rules and
<PAGE>
CUSIP No. 298 412 10 7 13G Page 7 of 8 Pages
regulations promulgated by the Commission pursuant to the
Securities Act Patricia G. Abrams is deemed to beneficially
own shares of Common Stock beneficially owned by her husband,
Joseph W. Abrams, then Patricia G. Abrams may be deemed to
share with Joseph W. Abrams the power to vote or direct the
vote of all 881,594 shares of Common Stock held be the Trust.
(iii) sole power to dispose or to direct the disposition of: Under
the terms of the Trust Agreement, Joseph W. Abrams, as sole
Trustee of the Trust, has the sole power to dispose or to
direct the disposition of the 881,594 shares of Common Stock
owned by the Trust. Notwithstanding the foregoing, since
Patricia G. Abrams has the present right under the terms of
the Trust Agreement to revoke the Trust to the extent of 50%
of the shares of Common Stock held by the Trust, Patricia G.
Abrams may be deemed to share the power to dispose or direct
the disposition of 440,797 shares of Common Stock held by the
Trust.
(iv) shared power to dispose or to direct the disposition of: As
disclosed in Item 4(c)(iii) above, since Patricia G. Abrams
has the present right under the terms of the Trust Agreement
to revoke the Trust to the extent of 50% of the shares of
Common Stock held by the Trust, Patricia G. Abrams may be
deemed to share with Joseph W. Abrams the power to dispose or
direct the disposition of 440,797 shares of Common Stock held
by the Trust. Notwithstanding the foregoing, if pursuant to
applicable rules and regulations promulgated by the
Commission pursuant to the Securities Act Patricia G. Abrams
is deemed to beneficially own shares of Common Stock
beneficially owned by her husband, Joseph W. Abrams, then
Patricia G. Abrams may be deemed to share with Joseph W.
Abrams the power to dispose or direct the disposition of all
881,594 shares of Common Stock held be the Trust.
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.
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CUSIP No. 298 412 10 7 13G Page 8 of 8 Pages
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
Not applicable.
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.
Date: February 14, 2000 The Joseph W. and Patricia G. Abrams
Living Trust Under Trust Agreement
dated March 16, 1994
By /s/ Joseph W. Abrams
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Joseph W. Abrams, as Trustee
/s/ Joseph W. Abrams
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Joseph W. Abrams, as Trustee and
Beneficiary of the Trust
/s/ Patricia G. Abrams
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Patricia G. Abrams, as Trustee
and Beneficiary of the Trust
