UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)
Under the Securities Exchange Act of 1934
CDnow, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
125086108
(CUSIP Number)
July 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)
Page 1 of 6 Pages
<PAGE>
1 NAME OF REPORTING PERSON:
Grotech Partners IV LP
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
52-1846258
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
0
NUMBER 6 SHARED VOTING POWER
OF SHARES
BENEFICIALLY 0
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1.
(a) Name of Issuer
CDnow, Inc.
(b) Address of Issuer's Principal Executive Offices
1005 Virginia Drive
Fort Washington, PA 19034
Item 2.
(a) Name of Person Filing
Grotech Partners IV LP
(b) Address of Principal Business Office or, if none, Residence
9690 Deereco
Timonium, MD 21093
(c) Citizenship
Delaware
(d) Title of Class of Securities
Common Stock, no par value
(e) CUSIP Number
125086108
Item 3. If this statement is filed pursuant to Rule 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) |_| Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) |_| Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security Act
of 1974 or Endowment Fund; see ss.240.13d-1(b)(1)(ii)(F)
<PAGE>
(g) |_| Parent Holding Company, in accordance with ss.240.13d-1(b)(ii)
(G) (Note: See Item 7)
(h) |_| A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act
(i) |_| 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
(j) |_| Group, in accordance with ss.240.13d-1(b)-1(ii)(J)
Item 4. Ownership
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right to
acquire.
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|.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not applicable.
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
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 or with the effect of changing
or influencing the control of the issuer of such securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
<PAGE>
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.
The parties agree that this statement is filed on behalf of each of
them.
Dated: August 9, 1999
GROTECH CAPITAL GROUP IV, LLC
General Partner
By:/s/ Jeffrey R. Schechter
----------------------------
Name: Jeffrey R. Schechter
Title: Treasurer
