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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)
(Amendment No. 2)(1)
McAfee.Com Corp.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
579062100
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(CUSIP Number)
04/30/2000
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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:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / 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. 579062100 13G Page 2 of 8 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The TCW Group, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada corporation
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NUMBER OF 5. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -------------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 2,553,264
REPORTING -------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH -0-
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8. SHARED DISPOSITIVE POWER
2,553,264
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,553,264
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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)
33.3% (see response to Item 4)
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12. TYPE OF REPORTING PERSON*
HC/CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 579062100 13G Page 3 of 8 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Robert Day
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
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NUMBER OF 5. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -------------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 2,553,264
REPORTING -------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH -0-
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8. SHARED DISPOSITIVE POWER
2,553,264
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,553,264
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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)
33.3% (see response to Item 4)
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12. TYPE OF REPORTING PERSON*
HC/IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 4 of 8 Pages
Item 1(a). Name of Issuer:
McAfee.Com Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
2805 Bowers Ave.
Santa Clara, CA 95051
Item 2(a). Name of Persons Filing:
Item 2(b). Address of Principal Business Office, or if None,
Residence:
Item 2(c). Citizenship:
The TCW Group, Inc.
865 South Figueroa Street
Los Angeles, CA 90017
(Nevada Corporation)
Robert Day
865 South Figueroa Street
Los Angeles, CA 90017
(United States Citizen)
Item 2(d). Title of Class of Securities:
Class A Common Stock
Item 2(e). CUSIP Number:
579062100
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Page 5 of 8 Pages
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 with13d-1(b)(1)(ii)(F).
(g) /X/ A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G).
(SEE Item 7)
The TCW Group, Inc.
Robert Day (individual who may be deemed
to control The TCW Group, Inc. and other
entities which hold the Class A Common Stock
of the issuer)
(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./ /
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Page 6 of 8 Pages
Item 4. Ownership**
Issuer has two classes of common stock, Class A ("Class A Common") and Class B
("Class B Common") (collectively, the "Issuer Common Stock"). The Issuer's 10-K
as of December 31, 1999 states that as of March 15, 2000, Issuer will have
7,656,827 shares of Class A Common outstanding and 36,000,000 shares of Class B
outstanding. Reporting Persons understand that on all matters on which the
holders of common stock shall be entitled to vote, each holder of Class A Common
shall be entitled to vote one (1) vote per share and each holder of Class B
Common shall be entitled to vote three (3) votes per share; provided, however,
that in certain circumstances, as fully set forth in a Stockholders Agreement
dated as of October 31, 1999 between the Issuer and Network Associates, Inc.,
and as amended from time to time, each holder of Class B Common shall be
entitled to one (1) vote per share. Reporting Persons understand that pursuant
to a 13G filed by Networks Associates Inc. on February 10, 2000 that all Class B
Common are held by Networks Associates Inc. Each share of Class B Common shall
automatically convert into Class A Common immediately upon any sale, conveyance,
assignment or other transfer of such share.
THE TCW GROUP, INC.
(a) Amount beneficially owned: 2,553,264 Class A Common
(b) Percent of Class A Common: 33.3%***
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: none.
(ii) Shared power to vote or to direct the vote: 2,553,264
(iii) Sole power to dispose or to direct the disposition
of: none.
(iv) Shared power to dispose or to direct the disposition
of: 2,553,264
ROBERT DAY****
(a) Amount beneficially owned: 2,553,264 Class A Common
(b) Percent of Class A Common: 33.3%***
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: none.
(ii) Shared power to vote or to direct the vote: 2,553,264
(iii) Sole power to dispose or direct the disposition
of: none.
(iv) Shared power to dispose or to direct the disposition
of: 2,553,264
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** The filing of this Schedule 13G shall not be construed as an admission
that the reporting person or any of its affiliates is, for the purposes
of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the
beneficial owner of any securities covered by this Schedule 13G. In
addition, the filing of this Schedule 13G shall not be construed as an
admission that the reporting person or any of its affiliates is the
beneficial owner of any securities covered by this Schedule 13G for any
other purposes than Section 13(d) of the Securities Exchange Act of
1934.
*** Assuming that the Class B Common has not been converted to Class A
Common, the number of votes represented by the Issuer Common Stock on
all matters for which the Class B Common is entitled to 3 votes per
share would be 115,657,827 which the Reporting Persons 2,553,264 Class
A Common represents 2.2% of the outstanding votes. Assuming all Class B
Common were converted into Class A Common or assuming the Class B
Common were entitled to 1 vote per share on a particular matter, the
aggregate number of votes represented by the Issuer Common Stock would
be 43,656,827 votes of which the Reporting Persons 2,553,264 Class A
Common represents 5.8%.
**** Shares reported for Robert Day include shares reported for The TCW
Group, Inc.
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Page 7 of 8 Pages
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.
Various persons other than as described in Item 4 have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Class A Common Stock of
McAfee.Com Corp.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
SEE Exhibit A.
Item 8. Identification and Classification of Members of the Group.
Not applicable. SEE Exhibits A and B.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Because this statement is filed pursuant to Rule 13d-1(b), the
following certification is included:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired 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 the 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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Page 8 of 8 Pages
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 this 9th day of May, 2000.
The TCW Group, Inc.
By: /s/ Linda D. Barker
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Linda D. Barker
Authorized Signatory
Robert Day
By: /s/ Linda D. Barker
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Linda D. Barker
Under Power of Attorney dated March 31, 2000,
on File with Schedule 13G for Cox Radio, Inc.
dated May 9, 2000.
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EX. 99-1
EXHIBIT A
RELEVANT SUBSIDIARIES OF PARENT HOLDING COMPANY
PART A: TCW ENTITIES
PARENT HOLDING COMPANY:
The TCW Group, Inc.
Robert Day (an individual who may be deemed to control The TCW
Group, Inc.)
RELEVANT SUBSIDIARIES THAT ARE PERSONS DESCRIBED IN RULE 13d-1(b):
(i) Trust Company of the West, a California corporation and a bank
as defined in Section 3(a)(6) of the Securities Exchange Act
of 1934.
(ii) TCW Asset Management Company, a California corporation and an
Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
(iii)TCW Investment Management Company, fka: TCW Funds Management,
Inc., a California corporation and an Investment Adviser
registered under Section 203 of the Investment Advisers Act of
1940.
Note: No Class A Common Stock of McAfee.Com Corp. is held directly by The
TCW Group, Inc. Other than the indirect holdings of The TCW Group,
Inc., no Class A Common Stock of McAfee.Com Corp. is held directly
or indirectly by Robert Day, an individual who may be deemed to
control The TCW Group, Inc.
PART B: NON TCW ENTITIES
PARENT HOLDING COMPANY:
Robert Day (an individual who may be deemed to control the entities
described below which are not subsidiaries of The TCW Group, Inc.)
RELEVANT SUBSIDIARIES THAT ARE PERSONS DESCRIBED IN RULE 13d-1(b):
Oakmont Corporation, a California corporation and an Investment
Adviser registered under Section 203 of the Investment Advisers Act
of 1940.
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EX. 99-2
EXHIBIT B
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G shall be
filed on behalf of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned acknowledge that
each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him or it
contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other, except to the extent that
he or it knows or has reason to believe that such information is accurate.
Dated this 9th day of May, 2000.
The TCW Group, Inc.
By: /s/ Linda D. Barker
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Linda D. Barker
Authorized Signatory
Robert Day
By: /s/ Linda D. Barker
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Linda D. Barker
Under Power of Attorney dated March 31, 2000,
on File with Schedule 13G for Cox Radio, Inc.
dated May 9, 2000.
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