Page 1 of 23 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
()*
EXACTIS.COM, INC.
------------------------------------------------------
(NAME OF ISSUER)
COM
-----------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
30064G104
-----------------------------------------------------
(CUSIP NUMBER)
December 31, 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)
Rule 13d-1(c)
X 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. 30064G104 13G Page 2 of 23 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, 1999 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 944,393
7- SOLE DISPOSITIVE POWER 0
8- SHARED DISPOSITIVE POWER 944,393
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
944,393
(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
7.8%
12- TYPE OF REPORTING PERSON *
THIS SCHEDULE 13G IS FILED PURSUANT TO RULE 13d-1(d)
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 30064G104 13G Page 3 of 23 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, 1999 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 944,393
7- SOLE DISPOSITIVE POWER 0
8- SHARED DISPOSITIVE POWER 944,393
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
944,393
(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
7.8%
12- TYPE OF REPORTING PERSON *
THIS SCHEDULE 13G IS FILED PURSUANT TO RULE 13d-1(d)
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 30064G104 13G Page 4 of 23 Pages
1- NAME OF REPORTING PERSON
AXA Conseil Vie 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, 1999 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 944,393
7- SOLE DISPOSITIVE POWER 0
8- SHARED DISPOSITIVE POWER 944,393
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
944,393
(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
7.8%
12- TYPE OF REPORTING PERSON *
THIS SCHEDULE 13G IS FILED PURSUANT TO RULE 13d-1(d)
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 30064G104 13G Page 5 of 23 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, 1999 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 944,393
7- SOLE DISPOSITIVE POWER 0
8- SHARED DISPOSITIVE POWER 944,393
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
944,393
(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
7.8%
12- TYPE OF REPORTING PERSON *
THIS SCHEDULE 13G IS FILED PURSUANT TO RULE 13d-1(d)
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 30064G104 13G Page 6 of 23 Pages
1- NAME OF REPORTING PERSON
AXA
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, 1999 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 944,393
7- SOLE DISPOSITIVE POWER 0
8- SHARED DISPOSITIVE POWER 944,393
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
944,393
(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
7.8%
12- TYPE OF REPORTING PERSON *
THIS SCHEDULE 13G IS FILED PURSUANT TO RULE 13d-1(d)
HC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 30064G104 13G Page 7 of 23 Pages
1- NAME OF REPORTING PERSON
AXA FINANCIAL, INC.
(formerly known as 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, 1999 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 944,393
7- SOLE DISPOSITIVE POWER 0
8- SHARED DISPOSITIVE POWER 944,393
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
944,393
10- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * |------|
|------|
11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.8%
12- TYPE OF REPORTING PERSON *
THIS SCHEDULE 13G IS FILED PURSUANT TO RULE 13d-1(d)
HC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 30064G104 13G Page 8 of 23 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 944,393
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 944,393
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
944,393
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%
12. TYPE OF REPORTING PERSON*
THIS SCHEDULE 13G IS FILED PURSUANT TO RULE 13d-1(d)
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 30064G104 13G Page 9 of 23 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 644,854
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 644,854
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
644,854
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
12. TYPE OF REPORTING PERSON*
THIS SCHEDULE 13G IS FILED PURSUANT TO RULE 13d-1(d)
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 30064G104 13G Page 10 of 23 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 605,492
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 605,492
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
605,492
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
12. TYPE OF REPORTING PERSON*
THIS SCHEDULE 13G IS FILED PURSUANT TO RULE 13d-1(d)
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 30064G104 13G Page 11 of 23 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 605,492
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 605,492
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
605,492
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
12. TYPE OF REPORTING PERSON*
THIS SCHEDULE 13G IS FILED PURSUANT TO RULE 13d-1(d)
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 30064G104 13G Page 12 of 23 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Diversified Associates, 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 247,429
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 247,429
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
247,429
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.0%
12 TYPE OF REPORTING PERSON*
THIS SCHEDULE 13G IS FILED PURSUANT TO RULE 13d-1(d)
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 30064G104 13G Page 13 of 23 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 247,429
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 247,429
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
247,429
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.0%
12. TYPE OF REPORTING PERSON*
THIS SCHEDULE 13G IS FILED PURSUANT TO RULE 13d-1(d)
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 30064G104 13G Page 13 of 23 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 180,426
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 180,426
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,426
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5%
12. TYPE OF REPORTING PERSON*
THIS SCHEDULE 13G IS FILED PURSUANT TO RULE 13d-1(d)
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 30064G104 13G Page 14 of 23 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 67,003
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 67,003
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,003
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*
THIS SCHEDULE 13G IS FILED PURSUANT TO RULE 13d-1(d)
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 30064G104 13G Page 15 of 23 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 39,362
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 39,362
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,362
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*
THIS SCHEDULE 13G IS FILED PURSUANT TO RULE 13d-1(d)
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 30064G104 13G Page 16 of 23 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ ESC II, 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 10,421
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 10,421
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,421
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*
THIS SCHEDULE 13G IS FILED PURSUANT TO RULE 13d-1(d)
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 30064G104 13G Page 17 of 23 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 41,689
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 41,689
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,689
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*
THIS SCHEDULE 13G IS FILED PURSUANT TO RULE 13d-1(d)
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a) Name of Issuer: Page 18 of 23 Pages
EXACTIS.COM, INC.
Item 1(b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
707 17TH STREET
DENVER, CO 80202
Item 2(a) and (b)
Name of Person Filing and Address of Principal Business Office:
AXA Conseil Vie Assurance 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
9 Place Vendome
75001 Paris France
AXA Financial, Inc.
(formerly known as 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.,
Global Retail Partners Funding, Inc.
DLJ ESC II, L.P.,
277 Park Avenue,
New York, NY 10172.
(Please contact Patrick Meehan at (212) 314-5644 with any questions.)
<PAGE>
Page 19 of 23 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:
COM
Item 2(e) CUSIP Number:
30064G104
Item 3. Type of Reporting Person:
AXA Financial, Inc. 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
DLJ ESC II, L.P. PN
THIS SCHEDULE 13G IS FILED PURSUANT TO RULE 13d-1(d)
<PAGE>
<TABLE>
Page 20 of 23 Pages
Item 4. Ownership as of December 31, 1999:
(a) Amount Beneficially Owned:
944,393 shares of common stock beneficially owned including:
<CAPTION>
Common Stock Total Number
Common Issuable Upon of Shares Percent
Common Conversion of Beneficially Beneficially
Stock Warrants Owned Owned (1)
<S> <C> <C>
The Mutuelles AXA, as a group 944,393 7.8%
AXA 944,393 7.8%
AXA Finacnial, Inc. 944,393 7.8%
DLJ Capital Investors, Inc. 944,393 7.8%
Global Retail Partners, Inc. 644,854 5.3%
Retail Capital Partners, L.P. 605,492 5.0%
Global Retail Partners, L.P. 575,902 29,590 605,492 5.0%
DLJ Diversified Associates, LP 247,429 2.0%
DLJ Diversified Partners, Inc. 247,429 2.0%
DLJ Diversified Partners, L.P. 171,609 8,817 247,429 2.0%
DLJ Diversified Partners - A, L.P. 63,729 3,274 67,003 0.5%
GRP Partners, L.P. 37,439 1,923 39,362 0.3%
Global Retail Partners Funding, Inc. 39,652 2,037 41,689 0.3%
DLJ ESC II, L.P. 9,912 509 10,421 0.1%
-------- --------
898,243 46,150
(1) Based on 12,117,479 shares outstanding (12,071,329 shares outstanding
after the initial ofering and 46,150 shares issuable upon conversion
of warrants).
</TABLE>
<PAGE>
<TABLE>
ITEM 4. Ownership as of 12/31/99(CONT.) Page 21 of 23 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 0 944,393 0 944,393
AXA 0 944,393 0 944,393
The Equitable Companies Incorporated 0 944,393 0 944,393
DLJ Capital Investors, Inc. 0 944,393 0 944,393
Global Retail Partners, Inc. 0 644,854 0 644,854
Retail Capital Partners, L.P. 0 605,492 0 605,492
Global Retail Partners, L.P. 0 605,492 0 605,492
DLJ Diversified Associates, LP 0 247,429 0 247,429
DLJ Diversified Partners, Inc. 0 247,429 0 247,429
DLJ Diversified Partners - A, L.P. 0 67,003 0 67,003
GRP Partners, L.P. 0 39,362 0 39,362
Global Retail Partners Funding, Inc. 0 41,689 0 41,689
DLJ ESC II, L.P. 0 10,421 0 10,421
(Each of the above subsidiaries of the Equitable Companies operates under
independent management and makes independent voting and investment
decisions).
</TABLE>
<PAGE>
Page 22 of 23 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 AXA Financial, Inc.; AXA,
which beneficially owns a majority interest in AXA Financial, Inc.;
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 AXA Financial, Inc.'s capacity as a parent holding company
with respect to the holdings of its following subsidiaries:
(X) Alliance Capital Management L.P.
(X) The Equitable Life Assurance Society of the United States
(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) Global Retail Partners Funding, Inc.
(X) DLJ ESC II, L.P.
<PAGE>
Page 23 of 23 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 10, 2000 AXA FINANCIAL, INC.*
/s/ 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 AXA Financial, Inc., 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 10, 2000
AXA Financial, Inc.
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 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 10th day of February 2000.
DLJ CAPITAL INVESTORS, INC.
/s/ Marjorie White
- - --------------------------------------
by: Marjorie White/Corporate Secretary
