UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
LookSmart, Ltd.
(Name of Issuer)
Common Stock
(Title Class of Securities)
543442 10 7
(CUSIP Number)
August 20, 1999
(Date of Event Which Requires Filing of this Statement)
CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSANT TO
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 the 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).
CUSIP No. 543442 10 7
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)
The Reader's Digest Association, Inc.
13-1726769
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ______
(b) ______
Not Applicable
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER: 9,000,000 Shares
SHARES
BENEFICIALLY 6. SHARED VOTING POWER: 0 Shares
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER: 9,000,000 Shares
PERSON WITH:
8. SHARED DISPOSITVE POWER: 0 Shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,000,000 Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
SHARES [ ]
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.2%
12. TYPE OF REPORTING PERSON
CO
ITEM 1.
(a) NAME OF ISSUER
LookSmart, Ltd.
(b) ADDRESS OF ISSUER'S PRINICIPAL EXECUTIVE OFFICES
487 Bryant Street
San Francisco, CA 94107-1316
ITEM 2.
(a) NAME OF PERSON FILING
The Reader's Digest Association, Inc.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE
Reader's Digest Road
Pleasantville, NY 10570-7000
(c) CITIZENSHIP
Delaware
(d) TITLE OF CLASS OF SECURITIES
Common Stock
(e) CUSIP NUMBER
543442 10 7
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1
13D-2 (B), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
IF THIS STATEMENT IS FILED PURSUANT TO 240.13d-1(c), CHECK
THIS BOX [X]
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED
9,000,000 Shares
(b) PERCENT OF CLASS
11.2%
(c) NUMBER OF SHARES AS TO WHICH THE PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
9,000,000 Shares
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
0 Shares
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
9,000 Shares
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
0 Shares
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable
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
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.
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: August 26, 1999
THE READER'S DIGEST ASSOCIATION, INC.
/s/CLIFFORD H.R. DUPREE
By: Clifford H.R. DuPree
Title: Vice President, Corporate Secretary
and Associate General Counsel
