UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
ONHEALTH NETWORK COMPANY
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
450707104
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(CUSIP Number)
January 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:
|X| Rule 13d-1(b)
|_| 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
disclosures provided in a prior cover page.
The information required on 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 1 of 8 Pages
<PAGE>
CUSIP No. 450707104
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Van Wagoner Capital Management, Inc. - 94-3235240
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (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
-0-
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
1,926,100
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
-0-
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,926,100
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) |_|
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.21% 1
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
- ---------------
1 Based on an aggregate of 11,880,581 shares outstanding as of November 12,
1998.
Page 2 of 8 Pages
<PAGE>
CUSIP No. 450707104
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Van Wagoner Funds, Inc. - 39-1836333, 39-1836332, 39-1836331,
94-3256573, 94-3256574, 94-3256424, 94-3286386
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF 5 SOLE VOTING POWER
1,683,500
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
-0-
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
-0-
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
-0-
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,683,500
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) |_|
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.17% 2
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IV
- ------------------------------
2 Based upon an aggregate of 11,880,581 shares outstanding as of November 12,
1998
Page 3 of 8 Pages
<PAGE>
CUSIP No. 450707104
Item 1(a). Name of Issuer:
OnHealth Network Company
Item 1(b). Address of Issuer's Principal Executive Offices:
808 Howell Street, Suite 400
Seattle, Washington 98101
Item 2(a). Name of Person Filing:
The persons filing this Schedule 13G are (i) Van Wagoner
Capital Management, Inc., an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940 and
(ii) Van Wagoner Funds, Inc., an investment company
registered under the Investment Company Act of 1940. Van
Wagoner Funds, Inc. has seven portfolios, each with a
separate I.R.S. identification number, Van Wagoner Capital
Appreciation Fund, Van Wagoner Emerging Growth Fund, Van
Wagoner Growth Fund, Van Wagoner Micro-Cap Fund, Van Wagoner
Mid-Cap Fund, Van Wagoner Post-Venture Fund and Van Wagoner
Technology Fund. Van Wagoner Capital Management, Inc. is the
investment adviser to Van Wagoner Funds, Inc. Attached as
Exhibit 1 hereto, which is incorporated by reference herein,
is an agreement between Van Wagoner Capital Management, Inc.
and Van Wagoner Funds, Inc. that this Schedule 13G is filed
on behalf of each of them.
Item 2(b). Address of Principal Business Office or, if none, Residence:
345 California Street, Suite 2450
San Francisco, CA 94104
(for both Van Wagoner Capital Management, Inc. and Van Wagoner
Funds, Inc.)
Item 2(c). Citizenship:
Van Wagoner Capital Management, Inc. is a Delaware corporation.
Van Wagoner Funds, Inc. is a Maryland corporation.
Item 2(d). Title of Class of Securities:
Common Stock
Page 4 of 8 Pages
<PAGE>
CUSIP No. 450707104
Item 2(e) CUSIP Number:
450707104
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b
or (c), check whether the person filing is a:
[ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
[ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
[ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
|X| Investment company registered under section 8 of the
Investment Company Act of 1940
(15 U.S.C. 80a-8).
|X| An investment adviser in accordance with Section 240.13d-1(b)
(1)(ii)(E).
[ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F).
[ ] A parent holding company or control person
in accordance with Section 240.13d-1(b)(1)(ii)(G).
[ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
[ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
[ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
Van Wagoner Capital Management, Inc.
(a) Amount Beneficially Owned: 1,926,100*
(b) Percent of Class: 16.21%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition
of: 1,926,100
(iv) shared power to dispose or to direct the
disposition of: -0-
- ------------------------
* Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc. share
beneficial ownership over the same 1,683,500 shares.
Page 5 of 8 Pages
<PAGE>
CUSIP No. 450707104
Van Wagoner Funds, Inc.
(a) Amount Beneficially Owned: 1,683,500*
(b) Percent of Class: 14.17%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,683,500
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition
of: -0-
(iv) shared power to dispose or to direct the disposition
of: -0-
Item 5. Ownership of Five Percent or Less of a Class.
N/A
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 Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
- ------------------------
* Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc. share
beneficial ownership over the same 1,683,500 shares.
Page 6 of 8 Pages
<PAGE>
CUSIP No. 450707104
Item 10. Certification.
By signing below I certify that, to the best of my 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.
Exhibits.
1. Agreement to file Schedule 13G jointly.
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.
February 4, 1999
Date
VAN WAGONER CAPITAL MANAGEMENT, INC.
By: /s/ Garrett R. Van Wagoner
Garrett R. Van Wagoner, President
VAN WAGONER FUNDS, INC.
By: /s/ Garrett R. Van Wagoner
Garrett R. Van Wagoner, President
Page 7 of 8 Pages
EXHIBIT 1
AGREEMENT dated as of February 4, 1999, by and among Van Wagoner
Capital Management, Inc., a Delaware corporation and Van Wagoner Funds, Inc., a
Maryland corporation.
WHEREAS, in accordance with Rule 13d-1(k) of the Securities Exchange
Act of 1934 (the "Act"), only one such statement need be filed whenever two or
more persons are required to file a statement pursuant to Section 13(d) of the
Act with respect to the same securities, provided that said persons agree in
writing that such statement is filed on behalf of each of them.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
Both Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc.
hereby agree, in accordance with Rule 13d-1(k) under the Act, to file one
Statement on Schedule 13G relating to their ownership of the Common Stock of
OnHealth Network Company, and hereby further agree that said Statement shall be
filed on behalf of both Van Wagoner Capital Management, Inc. and Van Wagoner
Funds, Inc. Nothing herein shall be deemed to be an admission that the parties
hereto, or any of them, are members of a "group" (within the meaning of Section
13(d) of the Act and the rules promulgated thereunder) with respect to any
securities of OnHealth Network Company.
IN WITNESS WHEREOF, the parties have executed this agreement as of the
date first written above.
VAN WAGONER CAPITAL MANAGEMENT, INC.
By: /s/ Garrett R. Van Wagoner
Garrett R. Van Wagoner, President
VAN WAGONER FUNDS, INC.
By: /s/ Garrett R. Van Wagoner
Garrett R. Van Wagoner, President
Page 8 of 8 Pages
