UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
EARTHLINK NETWORK, INC.
(Name of Issuer)
COMMON
(Title of Class of Securities)
270322100
(CUSIP Number)
R. David Mishel, c/o Thelen, Marrin, Johnson & Bridges, LLP
Two Embarcadero Center, San Francisco, CA 94111 (415) 392-6320
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 9, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D. and is filing this schedule because of Rule 13d-
l(bX3) or (4), check the following box [].
Check the following box if a fee is being paid with the statement
[]. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13a-l(a) for other
parties to whom copies are to be sent.
*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).
SEC 1746(12-91)
<PAGE>
SCHEDULE 13D
CUSIP 270322100 PAGE 2 OF 8 PAGES
NO.
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Storie Partners, L.P.
Federal I.D. # 94-3229736
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a)[]
(b)[]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
W/C
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) []
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
664,899
NUMBER OF 8 SHARED VOTING POWER
SHARES ------------------
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 664,899
PERSON
WITH
10 SHARED DISPOSITIVE POWER
----------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
664,899
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROM (11) EXCLUDES CERTAIN SHARES* []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.26%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP 270322100 PAGE 3 OF 8 PAGES
NO.
1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Storie Advisors, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a[]
(b[]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A (Reporting person has no direct ownership)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) []
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
-----------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 664,899
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -----------------
PERSON
WITH
10 SHARED DISPOSITIVE POWER
664,899
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
664,899
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROM (11) EXCLUDES CERTAIN SHARES* []
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.26%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
Page 4 of 8 pages
ITEM 1. SECURITY AND ISSUER
Common Stock
$ .01 par value
Earthlink Network, Inc.
3100 New York Drive, Pasadena, CA 91107
ITEM 2. IDENTITY AND BACKGROUND
(A)-(C) Storie Partners, L.P. ("Storie"), a California limited
partnership whose principal business is investment,
located at One Bush Street, Suite 1350, San Francisco, CA
94104
(D) No criminal convictions
(E) No civil judicial or administrative proceedings
(A)-(C) Storie Advisors, Inc., a California corporation whose
principal business is investment management, located at
One Bush Street, Suite 1350, San Francisco, CA 94104
(D) No criminal convictions
(E) No civil judicial or administrative proceedings
(A) Richard E. Dirickson, Jr.
(B) One Bush Street, Suite 1350, San Francisco, CA 94104
(C) Director and Officer of Storie Advisors, Inc., San
Francisco, CA
Manager Member of Amanda Venture Investors, LLC, San
Francisco, CA
Director and Officer of Cypress Advisors, Inc., San
Francisco, CA
Director and Officer of San Francisco Sentry Investment
Group, San Francisco, CA
President of S F Sentry Securities, Inc., San Francisco,
CA
(D) No criminal convictions
(E) No civil judicial or administrative proceedings
(F) USA
(A) Steven A. Ledger
(B) One Bush Street, Suite 1350, San Francisco, CA 94104
(C) Director and Officer of Storie Advisors, Inc., San
Francisco, CA
Manager Member of Amanda Venture Investors, LLC, San
Francisco, CA
Associated Person of Cypress Advisors, Inc., San
Francisco, CA
Associated Person of San Francisco Sentry Investment
Group, San Francisco, CA
Registered Representative of S F Sentry Securities, Inc.,
San Francisco, CA
(D) No criminal convictions
(E) No civil judicial or administrative proceedings
(F) USA
<PAGE>
Page 5 of 8 pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of funds used by Storie for all of its
purchases was investment working capital.
The total amount of funds for its purchases since its
initial filing of May 22, 1997, is $1,419,409.00.
ITEM 4. PURPOSE OF TRANSACTION
The reporting persons have acquired shares of stock of
Earthlink Network, Inc. ("Earthlink") for the purpose of
obtaining an equity position in Earthlink.
(A) The reporting persons may in the future either acquire
additional securities or dispose of securities of
Earthlink.
(B) The reporting persons have no present plans for or
proposals for an extraordinary corporate transaction.
(C) The reporting persons have no present plans or proposals
to sell or transfer a material amount of assets of the
Issuer or any of its subsidiaries.
(D) The reporting persons have no present plans or proposals
for a change in the present Board of Directors or
management of the Issuer.
(E) The reporting persons have no present plans or proposals
for a change in the present capitalization or dividend
policy of the Issuer.
(F)-(J) The reporting persons have no present plans or
proposals for any change in the present business or
corporate structure, for any changes in the Issuer's
organizational documents, to cause a class of securities
of the Issuer to cease to be quoted on NASDAQ, to cause
any class of equity securities of the Issuer to terminate
its registration under Section 12 of the Exchange Act, or
for any action similar to those enumerated above.
<PAGE>
Page 6 of 8 pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(A) On September 9, 1997, Storie beneficially owned 664,899
shares of common stock of Earthlink, which it believes to
be 6.26% of the fully diluted common stock class of
shares of the Issuer outstanding at this time. Storie
Advisors, Inc., through its relationship with Storie, may
be deemed to be a beneficial owner of such securities.
(B) Storie has sole power to vote or direct the vote of all
of its shares of common stock of Earthlink. The
management of Storie is vested exclusively in its General
Partner, Storie Advisors, Inc. Through their
relationship with Storie Advisors, Inc., Richard E.
Dirickson, Jr. and Steven A. Ledger make investment
decisions for Storie. Thus, either may be deemed to have
shared voting and dispositive powers.
(C) During the last sixty days, Storie purchased shares of
Earthlink as follows:
Date No. of Shares Price/Share
7/25/97 2,200 13.06
7/30/97 10,000 10.685
7/31/97 1,300 11.125
8/04/97 10,000 11.435
8/05/97 30,400 11.762
8/06/97 14,000 12.109
8/07/97 5,000 12.247
8/08/97 5,000 12.498
8/11/97 34,500 12.498
8/27/97 4,500 11.31
All shares were purchased on the open market through
broker-dealers.
(D) No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares.
(E) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Storie Advisors, Inc., is the general partner of Storie.
Messrs. Dirickson and Ledger are officers, directors and
shareholders of Storie Advisors, Inc. There are no
contracts, arrangements, understandings or other
relationships between such persons with respect to the
shares of Earthlink owned by Storie. In addition, there
are no contracts, arrangements, understandings or
relationships (legal or otherwise) with any other person
with respect to the shares of Earthlink owned by Storie.
<PAGE>
Page 7 of 8 pages
ITEM 7. MATERIAL SUBMITTED AS EXHIBITS
None.
<PAGE>
Page 8 of 8 pages
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.
September 15, 1997 STORIE PARTNERS, L.P.
By: Storie Advisors, Inc.
General Partner
By: /s/ Steven A. Ledger
Steven A. Ledger
Its: Chief Financial Officer
September 15, 1997 STORIE ADVISORS, INC.
By: /s/ Steven A. Ledger
Steven A. Ledger
Its: Chief Financial Officer
