UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)
MyPoints.com, Inc
___________________________
(Name of Issuer)
Common Stock, par value $.001 per share
________________________________________
(Title of Class of Securities)
62855T102
____________
(CUSIP Number)
August 24, 1999
_______________
(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).
<PAGE>
CUSIP No. 62855T102
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above
Person:
PRIMEDIA VENTURES, INC.
2) Check the Appropriate Box if a Member of a (a) /_/
Group (See Instructions): (b) /x/
3) SEC Use Only
4) Citizenship or Place of Organization: Delaware
Number of 5) Sole Voting Power: 1,233,158
Shares
Beneficially 6) Shared Voting Power: 0
Owned by
Each 7) Sole Dispositive Power: 1,233,158
Reporting
Person With 8) Shared Dispositive Power: 0
9) Aggregate Amount Beneficially Owned by Each
Reporting Person: 1,233,158
10) Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions): /_/
11) Percent of Class Represented by Amount in
Row (9): 5.1%
12) Type of Reporting Person (See Instructions): CO
(Page 2 of 8 Pages)
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CUSIP No. 62855T102
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above
Person:
PRIMEDIA INC.
2) Check the Appropriate Box if a Member of (a) /_/
a Group (See Instructions): (b) /x/
3) SEC Use Only
4) Citizenship or Place of Organization: Delaware
Number of 5) Sole Voting Power: 1,233,158
Shares
Beneficially 6) Shared Voting Power: 0
Owned by
Each Reporting 7) Sole Dispositive Power: 1,233,158
Person With
8) Shared Dispositive Power: 0
9) Aggregate Amount Beneficially Owned by Each
Reporting Person: 1,233,158
10) Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions): /_/
11) Percent of Class Represented by Amount in
Row (9): 5.1%
12) Type of Reporting Person (See Instructions): CO
(Page 3 of 8 Pages)
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SCHEDULE 13G
Item 1(a). Name of Issuer:
MyPoints.com, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
565 Commercial Street
San Francisco, CA 94111-3031
Item 2(a). Name of Persons Filing:
PRIMEDIA Ventures, Inc.
PRIMEDIA Inc.
Item 2(b). Address of Principal Business Office or, if None, Residence:
745, Fifth Avenue, New York, NY 10151
Item 2(c). Citizenship:
Delaware
Item 2(d). Title of Class of Securities:
Common Stock, par value $.001 per share
Item 2(e). CUSIP Number:
62855T102
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.
(Page 4 of 8 Pages)
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(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 Rule 13d-1(b)(1)(ii)(F);
(g) /_/ A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(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. /X/
Item 4. Ownership.
(a) Amount Beneficially Owned
PRIMEDIA Ventures, Inc. ("Ventures") holds directly, and has
sole voting and dispositive power with respect to, 1,233,158
shares of Common Stock. As the owner of all the capital stock
in Ventures, PRIMEDIA Inc. may be deemed to be the beneficial
owner of the shares of Common Stock held by Ventures.
(b) Percent of Class
See Item 11 of each cover page, which is based upon Item 5 of
each cover page. See Item 4(a).
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
See Item 5 of each cover page.
(ii) shared power to vote or to direct the vote
See Item 6 of each cover page.
(iii) sole power to dispose or to direct the disposition of
See Item 7 of each cover page.
(iv) shared power to dispose or to direct the disposition of
See Item 8 of each cover page.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
(Page 5 of 8 Pages)
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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. Certifications.
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.
(Page 6 of 8 Pages)
<PAGE>
SIGNATURES
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.
PRIMEDIA VENTURES, INC.
By: /s/ Lawrence E. Phillips
______________________________
Name: Lawrence E. Phillips
Title: Managing Director
PRIMEDIA INC.
By: /s/ Beverly C. Chell
______________________________
Name: Beverly C. Chell
Title: Vice Chairman, General
Counsel, Secretary and
Director
(Page 7 of 8 Pages)
<PAGE>
<PAGE>
EXHIBITS
Exhibit 1 - Joint Filing Agreement
(Page 8 of 8 Pages)
<PAGE>
Exhibit 1
JOINT FILING AGREEMENT
We, the signatories of the statement on Schedule 13G to which this
Agreement is attached, hereby agree that such statement is, and any
amendments thereto filed by any of us will be, filed on behalf of each of us.
PRIMEDIA VENTURES, INC.
By: /s/ Lawrence E. Phillips
______________________________
Name: Lawrence E. Phillips
Title: Managing Director
PRIMEDIA INC.
By: /s/ Beverly C. Chell
______________________________
Name: Beverly C. Chell
Title: Vice Chairman, General
Counsel, Secretary and
Director
September 3, 1999
