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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____________)*
Click2Learn.Com, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
045927100
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(CUSIP Number)
10/06/99
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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)
/X/ Rule 13d-1(c)
/ / 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).
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SEC 1745 (2/92)
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CUSIP No. 045927100 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marshall Capital Management, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
1,457,206
NUMBER OF --------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY - 0 -
OWNED BY
EACH --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 1,457,206
WITH
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8 SHARED DISPOSITIVE POWER
- 0 -
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,457,206
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES / /*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
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12 TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Item 1.
(a) Name of Issuer:
Click2Learn.Com, Inc.
(b) Address of Issuer's Principal Executive Offices:
110-110th Avenue NE
Bellevue, WA 98004
(a) Name of Person Filing:
Marshall Capital Management, Inc.
(b) Address of Principal Business Office:
11 Madison Avenue, N.Y., N.Y. 10010
(c) Citizenship:
Delaware
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
045927100
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
Section 240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company or Control Person in accordance with
Section 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 with Section 240.13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to Rule 13d-1(c), check this box /X/
Item 4. Ownership
( 1 ) Marshall Capital Management, Inc.
(a) Amount Beneficially Owned:
1,457,206
(b) Percent of Class:
9.9%
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(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,457,206
(ii) shared power to vote or to direct the vote:
- 0 -
(iii) sole power to dispose or to direct the disposition of:
1,457,206
(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 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.
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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.
Date: 10/19/99 Marshall Capital Management, Inc.
By: /s/ Allan D. Weine
Name: Allan D. Weine
Title: President
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