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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. 3)(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)
05/31/2000
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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 -0-
SHARES --------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER 3,021,941
OWNED BY --------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER -0-
REPORTING --------------------------------------------------------------
PERSON 8. SHARED DISPOSITIVE POWER 3,021,941
WITH
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,021,941
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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)
39.2%(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 -0-
SHARES --------------------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER 3,021,941
OWNED BY --------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER -0-
REPORTING --------------------------------------------------------------
PERSON 8. SHARED DISPOSITIVE POWER 3,021,941
WITH
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,021,941
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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)
39.2%(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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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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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
with 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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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-Q
as of March 31, 2000 states that as of April 30, 2000, Issuer will have
7,701,005 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.
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(a) Amount beneficially owned: 3,021,941 Class A Common
(b) Percent of Class A Common: 39.2%***
(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: 3,021,941
(iii) Sole power to dispose or to direct the disposition of: none.
(iv) Shared power to dispose or to direct the disposition
of: 3,021,941
Robert Day ****
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(a) Amount beneficially owned: 3,021,941 Class A Common
(b) Percent of Class A Common: 39.2%***
(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: 3,021,941
(iii) Sole power to dispose or direct the disposition of: none.
(iv) Shared power to dispose or to direct the disposition
of: 3,021,941
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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 115,701,005 which the Reporting Persons 3,021,941 Class
A Common represents 2.6% 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 43,701,005 votes of which the Reporting Persons 3,021,941 Class A
Common represents 6.9%.
**** Shares reported for Robert Day include shares reported for The TCW
Group, Inc.
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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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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 7th day of June, 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.
