UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
EARTHLINK NETWORK, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
270322-10-0
(CUSIP Number)
Donald S. Scherer
Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, CA 94111
(415) 434-1600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 5, 1998
(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-1(c), 13d-1(f) or 13d-1(g), check the following box
[ ].
See Rule 13d-7(b) 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 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 1 of 7<PAGE>
CUSIP No. 270322-10-0 SCHEDULE 13D Page 2 of 7
1 Name of Reporting Person STORIE PARTNERS, L.P.
IRS Identification No. of Above Person 94-3229736
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
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 500,034*
NUMBER OF
SHARES 8 Shared Voting Power -0-
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 500,034*
REPORTING
PERSON WITH
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 500,034*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 3.6%*
14 Type of Reporting Person PN
* See response to Item 5.<PAGE>
CUSIP No. 270322-10-0 SCHEDULE 13D Page 3 of 7
1 Name of Reporting Person STORIE ADVISORS, INC.
IRS Identification No. of Above Person 94-3190755
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
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 -0-
NUMBER OF
STORIE 8 Shared Voting Power 500,034*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 500,034*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 500,034*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 3.6*
14 Type of Reporting Person CO
* See response to Item 5.<PAGE>
CUSIP No. 270322-10-0 SCHEDULE 13D Page 4 of 7
Item 1. Security and Issuer.
This Amendment to Schedule 13D relates to the common
stock (the "Common Stock") of EarthLink Network, Inc., a
Delaware corporation (the "Issuer"). The principal executive
office of the Issuer is located at 3100 New York Drive,
Pasadena, CA 91107.
This Amendment to Schedule 13D is being filed to
report (i) the sale of shares of Common Stock pursuant to the
consummation of the tender offer reported in the previous
Amendment, (ii) the termination of any group that may have
existed between the reporting persons and other "granting
stockholders," as reported in the previous Amendment, and
(iii) the reduction in the reporting persons' beneficial
ownership in the Common Stock to less than 5%.
Item 2. Identity and Background.
No changes from previous Amendment.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds used for all previous purchases
of Common Stock was investment working capital of Storie
Partners, L.P.
Item 4. Purpose of Transaction.
The reporting persons purchased the securities of the
Issuer to obtain or to increase their respective equity
interests in the Issuer. Depending on market conditions and
other factors, the reporting persons may, at any time or from
time to time, sell all or some of their securities of the
Issuer, or may purchase additional securities of the Issuer
in the open market or in private transactions. The reporting
persons have no plans or proposals which relate to or would
result in the following types of transactions or events:
(a) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer
or any of its subsidiaries;
(b) a sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries;
(c) any change in the present board of directors or
management of the Issuer, including any plans or proposals to
change the number or term of directors or fill any existing
vacancies on the board;<PAGE>
CUSIP No. 270322-10-0 SCHEDULE 13D Page 5 of 7
(d) any material change in the present capitalization
or dividend policy of the Issuer;
(e) any other material change in the Issuer's
business or corporate structure;
(f) changes in the Issuer's charter, by-laws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any
person;
(g) causing a class of securities of the Issuer to be
delisted from a national securities exchange or cease to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(h) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act; or
(i) any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) & (b) Reference is made to Items 7-11 and 13 of
each of the cover pages to this Schedule, which Items are
incorporated by reference herein. According to information
furnished to the reporting persons by the Issuer, there were
13,744,228 shares of Common Stock issued and outstanding as
of a recent date. After the sale reported in Item 5(c)
below, Storie Partners, L.P. owns 500,034 shares of Common
Stock, which is 3.6% of the outstanding Common Stock
(calculated in accordance with Rule 13d-3(d)(1)(i) of the
Exchange Act). Storie Advisors, Inc., through its
relationship with Storie Partners, L.P., may be deemed to be
a beneficial owner of such securities.
Storie Partners, L.P. has sole power to vote or
direct the vote of all of its shares of Common Stock. 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. Neither the filing of this Schedule nor any of its
contents shall be deemed to constitute an admission that any
of such individuals is, for any purpose, the beneficial owner
of any of the securities to which this Schedule relates, and
such beneficial ownership is expressly disclaimed.<PAGE>
CUSIP No. 270322-10-0 SCHEDULE 13D Page 6 of 7
(c) During the past 60 days, the reporting persons
effected the following transaction in the Issuer's
securities. On June 5, 1998, Storie Partners, L.P. sold
87,815 shares of Common Stock to Sprint Corp. at a purchase
price of $45.00 per share pursuant to the consummation of the
tender offer described in the previous Amendment to
Schedule 13D.
(d) Not applicable.
(e) On June 5, 1998, the reporting persons ceased to
be the beneficial owners of more than 5% of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
None of the reporting persons is a party to any
contract, arrangement, understanding or relationship with
respect to any securities of the Issuer, including but not
limited to the transfer or voting of any securities of the
Issuer, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
None.<PAGE>
CUSIP No. 270322-10-0 SCHEDULE 13D Page 7 of 7
Signatures
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.
DATED: June 17, 1998
STORIE PARTNERS, L.P.
By Storie Advisors, Inc.
Its General Partner
By /s/ Steven A. Ledger
___________________________
Steven A. Ledger
Its Chief Financial Officer
STORIE ADVISORS, INC.
By /s/ Steven A. Ledger
______________________________
Steven A. Ledger
Its Chief Financial Officer<PAGE>
