Page 1 of 26 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)*
Beyond.Com Corp. (formerly, Software.Net Corp.)
------------------------------------------------------
(NAME OF ISSUER)
Common Stock
------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
08860E101 (formerly, 83403E108)
------------------------------------------------------
(CUSIP NUMBER)
December 31, 1998
------------------------------------------------------
(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).
(CONTINUED ON FOLLOWING PAGE(S))
<PAGE>
CUSIP NO. 08860E101 13G Page 2 of 26 Pages
1- NAME OF REPORTING PERSON
AXA Assurances I.A.R.D. Mutuelle
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [X]
3- SEC USE ONLY
4- CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES BENEFICIALLY OWNED
AS OF December 31, 1998 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 1,928,694
7- SOLE DISPOSITIVE POWER 0
8- SHARED DISPOSITIVE POWER 1,928,694
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,928,694
(Not to be construed as an admission of beneficial ownership)
10- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * |------|
|------|
11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%
12- TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 08860E101 13G Page 3 of 26 Pages
1- NAME OF REPORTING PERSON
AXA Assurances Vie Mutuelle
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [X]
3- SEC USE ONLY
4- CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES BENEFICIALLY OWNED
AS OF December 31, 1998 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 1,928,694
7- SOLE DISPOSITIVE POWER 0
8- SHARED DISPOSITIVE POWER 1,928,694
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,928,694
(Not to be construed as an admission of beneficial ownership)
10- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * |------|
|------|
11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%
12- TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 08860E101 13G Page 4 of 26 Pages
1- NAME OF REPORTING PERSON
AXA Conseil Vie Assurance Mutuelle
(formerly Alpha Assurances Vie Mutuelle)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [X]
3- SEC USE ONLY
4- CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES BENEFICIALLY OWNED
AS OF December 31, 1998 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 1,928,694
7- SOLE DISPOSITIVE POWER 0
8- SHARED DISPOSITIVE POWER 1,928,694
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,928,694
(Not to be construed as an admission of beneficial ownership)
10- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * |------|
|------|
11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%
12- TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 08860E101 13G Page 5 of 26 Pages
1- NAME OF REPORTING PERSON
AXA Courtage Assurance Mutuelle
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [X]
3- SEC USE ONLY
4- CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES BENEFICIALLY OWNED
AS OF December 31, 1998 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER o
6- SHARED VOTING POWER 1,928,694
7- SOLE DISPOSITIVE POWER 0
8- SHARED DISPOSITIVE POWER 1,928,694
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,928,694
(Not to be construed as an admission of beneficial ownership)
10- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * |------|
|------|
11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%
12- TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 08860E101 13G Page 6 of 26 Pages
1- NAME OF REPORTING PERSON
AXA (formerly AXA-UAP)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [ ]
3- SEC USE ONLY
4- CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES BENEFICIALLY OWNED
AS OF December 31, 1998 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 1,928,694
7- SOLE DISPOSITIVE POWER 0
8- SHARED DISPOSITIVE POWER 1,928,694
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,928,694
(Not to be construed as an admission of beneficial ownership)
10- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * |------|
|------|
11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%
12- TYPE OF REPORTING PERSON *
HC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 08860E101 13G Page 7 of 26 Pages
1- NAME OF REPORTING PERSON
THE EQUITABLE COMPANIES INCORPORATED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-3623351
2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [ ]
3- SEC USE ONLY
4- CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
AS OF December 31, 1998 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 1,928,694
7- SOLE DISPOSITIVE POWER 0
8- SHARED DISPOSITIVE POWER 1,928,694
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,928,694
10- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * |------|
|------|
11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%
12- TYPE OF REPORTING PERSON *
HC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 83403E108 13G Page 8 of 26 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Capital Investors, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 1,928,694
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 1,928,694
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,928,694
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 83403E108 13G Page 9 of 26 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Global Retail Partners, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 1,316,964
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 1,316,964
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,316,964
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 83403E108 13G Page 10 of 26 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Retail Capital Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 1,236,579
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 1,236,579
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,236,579
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.5%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 83403E108 13G Page 11 of 26 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Global Retail Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 1,236,579
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 1,236,579
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,236,579
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.5%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 83403E108 13G Page 12 of 26 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Diversified Associates, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 505,314
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 505,314
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
505,314
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 83403E108 13G Page 13 of 26 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Diversified Partners, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 505,314
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 505,314
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
505,314
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 83403E108 13G Page 14 of 26 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Diversified Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 368,475
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 368,475
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
368,475
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 83403E108 13G Page 15 of 26 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Diversified Partners - A, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 136,839
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 136,839
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
136,839
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 83403E108 13G Page 16 of 26 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GRP Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 80,385
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 80,385
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,385
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 83403E108 13G Page 17 of 26 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ LBO Plans Management Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 21,282
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 21,282
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,282
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 83403E108 13G Page 18 of 26 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ First ESC, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 21,282
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 21,282
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,282
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 83403E108 13G Page 19 of 26 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Global Retail Partners Funding, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 85,134
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 85,134
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,134
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 83403E108 13G Page 20 of 26 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Linda Fayne Levinson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 20,000
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 20,000
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.04%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a) Name of Issuer: Page 21 of 26 Pages
Beyond.Com Corp.
Item 1(b) Address of Issuer's Principal Executive Offices:
1195 W. Fremont Ave.
Sunnyvale, CA 94087
Item 2(a) and 2(b)
Name of Person Filing and Address of Principal Business Office:
AXA Conseil Vie Assurance Mutuelle
(formerly Alpha Assurances Vie Mutuelle)
100-101 Terrasse Boieldieu
92042 Paris La Defense France
AXA Assurances I.A.R.D Mutuelle and
AXA Assurances Vie Mutuelle
21, rue de Chateaudun
75009 Paris France
AXA Courtage Assurance Mutuelle
26, rue Louis le Grand
75002 Paris France
as a group (collectively, the 'Mutuelles AXA').
AXA (formerly, AXA-UAP)
9 Place Vendome
75001 Paris France
The Equitable Companies Incorporated
1290 Avenue of the Americas
New York, New York 10104
Global Retail Partners, L.P.
2121 Avenue of the Stars, Los Angeles, CA 90067
DLJ Capital Investors, Inc.,
DLJ Diversified Partners, Inc.,
DLJ Diversified Associates, LP,
Global Retail Partners, Inc.,
Retail Capital Partners, L.P.,
DLJ LBO Plans Management Corporation,
DLJ Diversified Partners, L.P.,
DLJ Diversified Partners -A, L.P.,
GRP Partners, L.P.,
DLJ First ESC, L.P.,
Global Retail Partners Funding, Inc.
277 Park Avenue,
New York, NY 10172.
Linda Fayne Levinson
2121 Avenue of the Stars,
Los Angeles, CA 90067.
(Please contact Patrick Meehan at (212) 641-8234
with any questions.)
<PAGE>
Page 22 of 26 Pages
Item 2(c) Citizenship:
Each of the persons filing this statement is a United States
citizen, a corporation or limited partnership organized under the
laws of a state of the United States or a trust created or
governed under the laws of a state of the United States except as
noted below:
Mutuelles AXA and AXA France
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
08860E101
Item 3. Type of Reporting Person:
Equitable Companies as a parent holding company,
in accordance with 240.13d-1 (b)(ii)(G).
The Mutuelles AXA, as a group, acting as a parent
holding company.
AXA as a parent holding company.
DLJ Capital Investors, Inc. CO
Global Retail Partners, Inc. CO
Retail Capital Partners, L.P. PN
Global Retail Partners, L.P. PN
DLJ Diversified Associates, LP PN
DLJ Diversified Partners, Inc. CO
DLJ Diversified Partners, L.P. PN
DLJ Diversified Partners - A, L.P. PN
GRP Partners, L.P. PN
DLJ LBO Plans Management Corporation CO
DLJ First ESC, L.P. PN
Global Retail Partners Funding, Inc. PN
Linda Fayne Levinson IN
If this statement is filed pursuant to Rule 13d-1(c), check this
box. [X]
<PAGE>
<TABLE>
Page 23 of 26 Pages
Item 4. Ownership as of December 31, 1998:
<CAPTION>
(a) Amount
Beneficially (b) Percent
Owned (Shares): of Class (1)
<S> <C> <C>
The Mutuelles AXA, as a group 1,928,694 7.0%
AXA 1,928,694 7.0%
The Equitable Companies Incorporated 1,928,694 7.0%
DLJ Capital Investors, Inc. (8) 1,928,694 7.0%
Global Retail Partners, Inc. (3), (6) 1,316,964 4.8%
Retail Capital Partners, L.P. (3) 1,236,579 4.5%
Global Retail Partners, L.P. (3) 1,236,579 4.5%
DLJ Diversified Associates, LP (4), (5) 505,314 1.8%
DLJ Diversified Partners, Inc. (4), (5) 505,314 1.8%
DLJ Diversified Partners, L.P. (4) 368,475 1.3%
DLJ Diversified Partners - A, L.P. (5) 136,839 0.5%
GRP Partners, L.P. (6) 80,385 0.3%
DLJ LBO Plans Management Corporation (7) 21,282 0.1%
DLJ First ESC, L.P. (7) 21,282 0.1%
Global Retail Partners Funding, Inc. 85,134 0.3%
Linda Fayne Levinson (9) 20,000 0.07%
</TABLE>
(1) Based on 27,349,201 shares outstanding as of December 3, 1998 as
reported in the Company's Schedule 14A Proxy notice.
(2) Each of the Mutuelles AXA, as a group, and AXA expressly declares that
the filing of this Schedule 13G shall not be construed as an admission
that it is, for purposes of Section 13(d) of the Exchange Act, the
beneficial owner of any securities covered by this Schedule 13G.
(3) The general partner of Global Retail Partners, L.P. is Retail Capital
Partners, L.P. and the managing general partner of Global Retail
Partners, L.P. is Global Retail Partners, Inc.
(4) The managing general partner of DLJ Diversified Partners, L.P. is DLJ
Diversified Partners, Inc. and the associate general partner DLJ
Diversified Partners, L.P. is DLJ Diversified Associates, LP.
(5) The managing general partner of DLJ Diversified Partners -A, L.P. is
DLJ Diversified Partners, Inc. and the associate general partner of
DLJ Diversified Partners -A, L.P. is DLJ Diversified Associates, L.P.
(6) The managing general partner of GRP Partners, L.P. is Global Retail
Partners, Inc.
(7) DLJ LBO Plans Management Corporation is the managing general partners
of DLJ First ESC, L.P.
(8) Includes shares of Common Stock beneficially owned by Global Retail
Partners, L.P., DLJ Diversified Partners, L.P., DLJ Diversified
Partners -A, L.P., GRP Partners, L.P., DLJ First ESC, L.P. and Global
Retail Partners Funding, Inc.
(9) Represents options to purchase 20,000 shares of Common Stock held by
Linda Fayne Levinson who is a principal of Global Retail Partners, L.P.
and a director of the Company.
<PAGE>
<TABLE>
ITEM 4. Ownership as of 12/31/98(CONT.) Page 24 of 26 Pages
(c) Deemed Voting Power and Disposition Power:
<CAPTION>
(i) Sole (ii) Shared (iii) Sole power (iv) Shared
power to vote power to vote to dispose or to power to dispose
or to direct or to direct direct the or to direct the
the vote the vote disposition of disposition of
<S> <C> <C> <C> <C>
The Mutuelles AXA, as a group 0 1,928,694 0 1,928,694
AXA 0 1,928,694 0 1,928,694
The Equitable Companies Incorporated 0 1,928,694 0 1,928,694
DLJ Capital Investors, Inc. 0 1,928,694 0 1,928,694
Global Retail Partners, Inc. 0 1,136,964 0 1,136,964
Retail Capital Partners, L.P. 0 1,236,579 0 1,236,579
Global Retail Partners, L.P. 0 1,236,579 0 1,236,579
DLJ Diversified Associates, LP 0 505,314 0 505,314
DLJ Diversified Partners, Inc. 0 505,314 0 505,314
DLJ Diversified Partners, L.P. 0 368,475 0 368,475
DLJ Diversified Partners - A, L.P. 0 136,839 0 136,839
GRP Partners, L.P. 0 80,385 0 80,385
DLJ LBO Plans Management Corporation 0 21,282 0 21,282
DLJ First ESC, L.P. 0 21,282 0 21,282
Global Retail Partners Funding, Inc. 0 85,134 0 85,134
Linda Fayne Levinson 20,000 0 20,000 0
(Each of the above subsidiaries of the Equitable Companies operates under
independent management and makes independent voting and investment
decisions).
</TABLE>
<PAGE>
Page 25 of 26 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. N/A
Item 7.
Identification and Classification of the Subsidiary which Acquired
the Security Being Reporting on by the Parent Holding Company:
This Schedule 13G is being filed by Equitable Companies; AXA,
which beneficially owns a majority interest in Equitable Companies;
and the Mutuelles AXA, which as a group control AXA:
( ) in the Mutuelles AXAs' capacity, as a group, acting as a parent
holding company with respect to the holdings of the following
AXA entity or entities;
( ) in AXA's capacity as a parent holding company with respect
to the holdings of the following AXA entity or entities:
(X) in EQUITABLE COMPANIES capacity as a parent holding company
with respect to the holdings of its following subsidiaries:
(X) DLJ Capital Investors, Inc.
(X) Global Retail Partners, Inc.
(X) Retail Capital Partners, L.P.
(X) Global Retail Partners, L.P.
(X) DLJ Diversified Associates, LP
(X) DLJ Diversified Partners, Inc.
(X) DLJ Diversified Partners, L.P.
(X) DLJ Diversified Partners - A, L.P.
(X) GRP Partners, L.P.
(X) DLJ LBO Plans Management Corporation
(X) DLJ First ESC, L.P.
(X) Global Retail Partners Funding, Inc.
(X) Linda Fayne Levinson
<PAGE>
Page 26 of 26 Pages
Item 8. Identification and Classification of Members of the Group. N/A
---------------------------------------------------------
Item 9. Notice of Dissolution of Group: N/A
------------------------------
Item 10. Certification:
-------------
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 for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes 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.
Date: February 16, 1999 THE EQUITABLE COMPANIES INCORPORATED*
/s/ Alvin H. Fenichel
--------------------------------------------
Alvin H. Fenichel
Senior Vice President
and Controller
*Pursuant to the Joint Filing Agreement with respect to Schedule 13G
attached hereto as Exhibit I, among The Equitable Companies Incorporated,
AXA Conseil Vie Assurance Mutuelle, AXA Assurances I.A.R.D Mutuelle, AXA
Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle, and AXA,
this statement Schedule 13G is filed on behalf of each of them.
EXHIBIT I
JOINT FILING AGREEMENT
----------------------
Each of the undersigned hereby agrees that the
Schedule 13G filed herewith is filed jointly, pursuant to
Rule 13d-1(f)(1) of the Securities Exchange Act of 1934,
as amended on behalf of each of them.
Dated: February 16, 1999
The Equitable Companies Incorporated
BY: /s/ Alvin H. Fenichel
-------------------------
Alvin H. Fenichel
Senior Vice President
and Controller
AXA Assurances I.A.R.D. Mutuelle; AXA Assurances Vie Mutuelle;
AXA Conseil Vie Assurance Mutuelle; AXA Courtage Assurance
Mutuelle, as a group, and AXA
Signed on behalf of each of the above entities
BY: /s/ Alvin H. Fenichel
-----------------------------------------
Alvin H. Fenichel
Attorney-in-Fact
(Executed pursuant to Powers of Attorney)
<PAGE>
Exhibit 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT that I, LINDA FAYNE LEVINSON, hereby
constitute and appoint Alvin H. Fenichel, from the date hereof until such time
as this Power of Attorney is revoked in writing, to act as my true and lawful
agent and attorney-in-fact, in my name and on my behalf to execute, consent
to, swear to, acknowledge, file, amend and/or modify and deliver one or more
filings on Schedule 13-G and any and all subsequent filings made by or on
behalf of the Securities and Exchange Commission pursuant to the Securities
Act and/or the Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 16th day of February 1999.
LINDA FAYNE LEVINSON
/s/ Linda Fayne Levinson
- - -------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT that DLJ CAPITAL INVESTORS, INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints Alvin H.
Fenichel, from the date hereof until such time as this Power of Attorney is
revoked in writing, to act as its true and lawful agent and attorney-
in-fact with full power and authority, in the name of and on behalf of the
Company to execute, consent to, swear to, acknowledge, file, amend and/or
modify and deliver one or more filings on Schedule 13-G and any and all
subsequent filings made by or on behalf of the Securities and Exchange
Commission pursuant to the Securities Act and/or the Securities Exchange Act of
1934, as amended.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 16th day of February 1999.
DLJ CAPITAL INVESTORS, INC.
/s/ Marjorie White
- - --------------------------------------
by: Marjorie White/Corporate Secretary
