SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Learn2.com, Inc.
(formerly 7th Level, Inc.)
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
817916 10 9
(Cusip Number)
(Date of Event Which Requires Filing of this Statement: December 31, 1999)
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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* 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. 817916 10 9 13G Page 2 of 7 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Fletcher Asset Management, Inc.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
SHARES 650,000
BENEFICIALLY
OWNED BY (6) SHARED VOTING POWER
EACH 0
REPORTING
PERSON WITH: (7) SOLE DISPOSITIVE POWER
650,000
(8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
650,000
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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)
1.3%
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(12) TYPE OF REPORTING PERSON **
IA
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 817916 10 9 13G Page 3 of 7 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Alphonse Fletcher, Jr.
- --------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY (6) SHARED VOTING POWER
EACH 0
REPORTING
PERSON WITH: (7) SOLE DISPOSITIVE POWER
0
(8) SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
650,000
- --------------------------------------------------------------------------
(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 **
HC
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1(a). NAME OF ISSUER:
Learn2.com, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1311 Mamaroneck Avenue, White Plains, New York 10605
ITEM 2(a). NAMES OF PERSONS FILING:
Fletcher Asset Management, Inc. ("FAM") and Alphonse Fletcher,
Jr.
ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
22 East 67th Street, New York, New York 10021
ITEM 2(c). CITIZENSHIP:
FAM is a corporation organized under the laws of the State of
Delaware. Alphonse Fletcher, Jr. is a citizen of the United
States.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.01
ITEM 2(e). CUSIP NUMBER: 817916 10 9
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act
(e) [x] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan or Endowment Fund; see
Rule 13d-1(b)(1)(ii)(F)
(g) [x] Parent Holding Company or control person, in
accordance with Rule 13d-1(b)(1)(ii)(G)
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act
(i) [ ] Church Plan that is excluded from the definition
of an investment company under Section 3(c)(14) of
the Investment Company Act of 1940
(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. [ ]
<PAGE>
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned: 650,000
(b) Percent of class:
1.3% (based on the 51,643,030 shares of Common Stock (the
"Common Stock") of Learn2.com, Inc. (the "Company") (i) reported to be
outstanding as of November 8, 1999 as reflected in the Company's quarterly
report on Form 10-Q filed with the Securities and Exchange Commission by the
Company for the quarter ended September 30, 1999 and (ii) the number of shares
of Common Stock underlying Investment Rights (as defined below) issuable within
60 days as of December 31, 1999).
(c) Number of shares as to which FAM has:
(i) sole power to vote or to direct the vote:
650,000
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the
disposition of:
650,000
(iv) shared power to dispose or to direct the
disposition of:
0
The shares of Common Stock reported to be beneficially owned
are issuable within 60 days of December 31, 1999 upon the exercise of certain
investment rights (the "Investment Rights") pursuant to a Subscription
Agreement, dated December 14, 1998, by and between the Company and Fletcher
International, Ltd. (the "Subscription Agreement"), as amended by Amendment No.
1 to the Subscription Agreement dated January 14, 1999, and an agreement dated
November 12, 1999. The holdings reported reflect the amount of Common Stock that
would have been held had the Investment Rights been exercised on December 31,
1999.
The shares of Common Stock of the Company reported are held in
one or more accounts managed by FAM (the "Accounts"), for Fletcher International
Limited. FAM has sole power to vote and sole power to dispose of all shares of
Common Stock in the Accounts. By virtue of Mr. Fletcher's position as Chairman
and Chief Executive Officer of FAM, Mr. Fletcher may be deemed to have the
shared power to vote or direct the vote of, and the shared power to dispose or
direct the disposition of, such shares, and, therefore, Mr. Fletcher may be
deemed to be the beneficial owner of such Common Stock.
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 [X].
<PAGE>
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
This Schedule l3G is filed by FAM, which is an investment
adviser registered under Section 203 of the Investment Advisers Act of 1940, as
amended, with respect to the shares of Common Stock held at December 31, 1999 in
the Accounts managed by FAM. By reason of the provisions of Rule l3d-3 under the
Act, FAM and Mr. Fletcher may each be deemed to own beneficially the shares of
Common Stock owned by the Accounts. The Accounts have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, such Common Stock purchased for its account.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
This Schedule 13G is filed by FAM and Mr. Fletcher.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
<PAGE>
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b))
By signing below Fletcher Asset Management, Inc. and Alphonse
Fletcher, Jr. certify that, to the best of their knowledge and belief, the
securities referred to above were acquired and are held 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.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct
February 14, 2000
Fletcher Asset Management, Inc.
/s/ Peter Zayfert
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Name: Peter Zayfert
Title: Executive Vice President
Alphonse Fletcher, Jr., in his
individual capacity
/s/ Alphonse Fletcher, Jr.
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Alphonse Fletcher, Jr.
