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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. )1
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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)
12/31/1999
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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:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
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 ("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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CUSIP No. 579062100 13G Page 2 of 8 Pages
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(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
The TCW Group, Inc.
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (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 1,062,791
REPORTING --------------------------------------------------
PERSON (7) Sole Dispositive Power
WITH -0-
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(8) Shared Dispositive Power
1,062,791
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,062,791
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(10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares* / /
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(11) Percent of Class Represented by Amount in Row (9)
17.0% (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 Nos. of above persons (entities only).
Robert Day
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (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 1,062,791
REPORTING --------------------------------------------------
PERSON (7) Sole Dispositive Power
WITH -0-
--------------------------------------------------
(8) Shared Dispositive Power
1,062,791
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,062,791
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(10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares* / /
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(11) Percent of Class Represented by Amount in Row (9)
17.0% (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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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 Person 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
(United States Citizen)
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 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 of 1940 (15 U.S.C. 80a-8).
(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) /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**
The TCW Group, Inc.
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(a) Amount beneficially owned: 1,062,791
(b) Percent of class: 17.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: none
(ii) Shared power to vote or to direct the vote: 1,062,791
(iii) Sole power to dispose or to direct the disposition of: none
(iv) Shared power to dispose or to direct the disposition of: 1,062,791
Robert Day*
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(a) Amount beneficially owned: 1,062,791
(b) Percent of class: 17.0%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: none
(ii) Shared power to vote or to direct the vote: 1,062,791
(iii) Sole power to dispose or to direct the disposition of: none
(iv) Shared power to dispose or to direct the disposition of: 1,062,791
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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.
*** 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 13th day of January, 2000.
The TCW Group, Inc.
By: /s/ Marie M. Bender
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Marie M. Bender
Authorized Signatory
Robert Day
By: /s/ Marie M. Bender
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Marie M. Bender
Under Power of Attorney dated
March 31, 1999, on File with
Schedule 13G for Hibbett
Sporting Goods, Inc. dated
April 8, 1999.
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EXHIBIT A
RELEVANT SUBSIDIARIES OF PARENT HOLDING COMPANY
PART A: TCW ENTITLES
Parent Holding Company:
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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):
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(i) Trust Company of the West, a California corporation and a
bank as defined in Section 3(a)(6) of the Securities
Exchange Act if 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 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:
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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):
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Oakmont Corporation, a California corporation and an
Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
A-1
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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 13th day of January, 2000.
The TCW Group, Inc.
By: /s/ Marie M. Bender
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Marie M. Bender
Authorized Signatory
Robert Day
By: /s/ Marie M. Bender
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Marie M. Bender
Under Power of Attorney dated
March 31, 1999, on File with
Schedule 13G for Hibbett
Sporting Goods, Inc. dated
April 8, 1999.
B-1
