UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
VitaminShoppe.com, Inc.
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(Name of Issuer)
Class A Common Stock, par value $0.01 per share
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(Title of Class of Securities)
92848M 10 4
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(CUSIP Number)
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 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
922594.1
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<TABLE>
<CAPTION>
CUSIP No. 92848M 10 4 SCHEDULE 13G
<S> <C> <C>
1 Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
FdG Capital Partners LLC
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) / /
(b) / /
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
NUMBER OF 531,767 (See Item 4, below)
SHARES
BENEFICIALLY 6 Shared Voting Power
OWNED BY 0
EACH 7 Sole Dispositive Power
REPORTING 531,767 (See Item 4, below)
PERSON WITH:
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
531,767 (See Item 4, below)
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) / /
11 Percent of Class Represented by Amount in Row (9)
7.3%
12 Type of Reporting Person (See Instructions)
OO
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CUSIP No. 92848M 10 4 SCHEDULE 13G
1 Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
FdG - Chase Capital Partners LLC
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) / /
(b) / /
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
NUMBER OF 41,982 (See Item 4, below)
SHARES
BENEFICIALLY 6 Shared Voting Power
OWNED 0
BY EACH
REPORTING 7 Sole Dispositive Power
PERSON 41,982 (See Item 4, below)
WITH:
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
41,982 (See Item 4, below)
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) / /
11 Percent of Class Represented by Amount in Row (9)
0.6%
12 Type of Reporting Person (See Instructions)
OO
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CUSIP No. 92848M 10 4 SCHEDULE 13G
1 Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
FdG Capital Associates LLC
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) / /
(b) / /
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
NUMBER OF 573,749 (See Item 4, below)
SHARES
BENEFICIALLY 6 Shared Voting Power
oWNED 0
BY EACH
REPORTING 7 Sole Dispositive Power
PERSON 573,749 (See Item 4, below)
WITH:
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
573,749 (See Item 4, below)
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) / /
11 Percent of Class Represented by Amount in Row (9)
7.9%
12 Type of Reporting Person (See Instructions)
OO
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CUSIP No. 92848M 10 4 SCHEDULE 13G
1 Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
M. Anthony Fisher
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) / /
(b) / /
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
NUMBER OF 576,249 (See Item 4, below)
SHARES
BENEFICIALLY 6 Shared Voting Power
OWNED 0
BY EACH
REPORTING 7 Sole Dispositive Power
PERSON 576,249 (See Item 4, below)
WITH:
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
576,249 (See Item 4, below)
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) / /
11 Percent of Class Represented by Amount in Row (9)
7.9%
12 Type of Reporting Person (See Instructions)
IN
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CUSIP No. 92848M 10 4 SCHEDULE 13G
Item 1(a) Name of Issuer
VitaminShoppe.com, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices
444 Madison Avenue, Suite 802
New York, New York 10022
Item 2(a) Name of Persons Filing
This statement is filed by:
(i) FdG Capital Partners LLC ("Partners"), a Delaware limited
liability company;
(ii) FdG - Chase Capital Partners LLC ("Chase"), a Delaware
limited liability company;
(iii) FdG Capital Associates LLC ("Associates"), a Delaware
limited liability company and the managing member of Partners
and Chase; and
(iv) M. Anthony Fisher ("Fisher"), a citizen of the United
States and the manager of Associates.
The foregoing persons are hereinafter referred to as the "Reporting
Persons."
Item 2(b) Address of Principal Business Office or, if none, Residence
The principal place of business of each of Partners, Chase, Associates
and Fisher is c/o Fisher Brothers, 299 Park Avenue, New York, New York
10171.
Item 2(c) Citizenship
See Item 2(a)
Item 2(d) Title of Class of Securities
Shares of Class A Common Stock, par value $0.01 per share ("Class A
Common Stock").
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CUSIP No. 92848M 10 4 SCHEDULE 13G
Item 2(e) CUSIP Number
92848M 10 4
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
Inapplicable.
Item 4. Ownership
See Items (5)-(9) and (11) of the cover pages to this Schedule 13G.
The Reporting Persons beneficially own 576,249 shares of Class A Common
Stock in the aggregate. The foregoing shares represent approximately
7.9% of the outstanding shares of Class A Common Stock (calculated in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934,
as amended). Partners holds of record and thereby directly beneficially
owns and has the sole direct power to vote and dispose of 531,767
shares of Class A Common Stock (the "Partners Reported Shares").
Associates and Fisher each have the indirect power to vote and dispose
of the Partners Reported Shares. Chase holds of record and thereby
directly beneficially owns and has the sole direct power to vote 41,982
shares of Class A Common Stock (the "Chase Reported Shares").
Associates and Fisher each have the indirect power to vote and dispose
of the Chase Reported Shares. Each of five children of Fisher owns 500
shares of Class A Common Stock and Fisher may therefore be deemed to be
the owner of those 2,500 shares of Class A Common Stock. Fisher
disclaims beneficial ownership of those 2,500 shares of Class A Common
Stock and of all other shares described in this paragraph which he has
indirect power to vote or dispose of.
In addition to shares of stock of the Issuer beneficially owned by the
Reporting Persons, Vitamin Shoppe Industries Inc. ("Vitamin Shoppe"), a
New York corporation, owns 13,081,500 shares of Class B Common Stock of
the Issuer, par value $0.01 per share (the "Vitamin Shoppe Shares").
Each share of Class B Common Stock is convertible into an equal number
of shares of Class A Common Stock. VS Investors LLC ("VS LLC"), a
Delaware limited liability company, owns 70% of the capital stock of
Vitamin Shoppe. FdG Associates Acquisition L.P. ("Associates"), a
Delaware limited partnership, is the managing member of VS LLC. FdG
Acquisition Corp. ("Acquisition"), a Delaware corporation, is the
general partner of Associates. Fisher is on the board of directors of
Acquisition, Vitamin Shoppe and the Issuer, and is also the
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CUSIP No. 92848M 10 4 SCHEDULE 13G
owner of 50% of the capital stock of Acquisition. Neither Fisher nor
any of the other Reporting Persons has the power to vote or dispose of
the Vitamin Shoppe Shares.
Item 5. Ownership of Five Percent or Less of a Class
Inapplicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Inapplicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company
Inapplicable.
Item 8. Identification and Classification of Members of the Group
Inapplicable.
Item 9. Notice of Dissolution of Group
Inapplicable.
Item 10. Certification
Inapplicable.
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SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct. In addition, each of the undersigned
hereby agrees that this statement is filed on behalf of each of the parties
listed below.
Dated: February 11, 2000
FDG CAPITAL PARTNERS LLC
By: FdG Capital Associates LLC, its
managing member
By: /s/ M. Anthony Fisher
---------------------------------
Name: M. Anthony Fisher
Title: Manager
FDG - CHASE CAPITAL PARTNERS LLC
By: FdG Capital Associates LLC, its
managing member
By: /s/ M. Anthony Fisher
---------------------------------
Name: M. Anthony Fisher
Title: Manager
FDG CAPITAL ASSOCIATES LLC
By: /s/ M. Anthony Fisher
---------------------------------
Name: M. Anthony Fisher
Title: Manager
/s/ M. Anthony Fisher
---------------------------------
M. ANTHONY FISHER
922594.1
