SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)(1)
CORNERSTONE INTERNET SOLUTIONS CO.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
293636106
(CUSIP Number)
Copy to: Stephen A. Cohen, Esq.
Eli Oxenhorn Morrison Cohen Singer & Weinstein, LLP
56 The Intervale 750 Lexington Avenue
Roslyn Estates, New York 11576 New York, New York 10022
Telephone (516) 625-7005 Telephone (212) 735-8600
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
October 27, 1999
(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d- 1(f) or 240.13d-1(g), check
the following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
(Continued on following page(s))
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(1) 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).
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CUSIP
No. 293636106 13D
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1 Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Eli Oxenhorn
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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 Source of Funds* PF
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5 Check Box if Disclosure of Legal Proceedings is Required |_|
Pursuant to Item 2(d) or 2(e)
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6 Citizenship or Place of Organization United States
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7 Sole Voting Power
Number of 425,000 shares 3.1%
Shares ----------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned By 0 shares 0%
Each ----------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person 425,000 shares 3.1%
With ----------------------------------------------------------
10 Shared Dispositive Power
0 shares 0%
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
425,000 shares
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares*
|_|
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13 Percent of Class Represented by Amount in Row (11)
3.1%
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14 Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This statement, dated October 27, 1999, constitutes Amendment No. 3 to the
Schedule 13D, dated June 17, 1997, regarding the reporting person's ownership of
certain securities of Cornerstone Internet Solutions Co. (the "Issuer").
Schedule 13D is hereinafter referred to as the "Schedule." All capitalized
terms used herein and otherwise undefined shall have the meanings ascribed in
the Schedule.
This Amendment No. 3 to the Schedule is filed in accordance with Rule 13d-2
of the Securities Exchange Act of 1934, as amended. It shall refer only to
information which has materially changed since the filing of the Schedule.
ITEM 3. Source and Amounts of Funds or Other Consideration
The reporting person obtained funds for the purchase of the securities from
his personal funds.
The amount of funds used in making the purchase of the additional shares of
Common Stock is set forth below:
Name Amount of Consideration
---- -----------------------
Eli Oxenhorn $475,000
ITEM 4. Purpose of Transaction
Other than the reporting person's purchase or sale of additional
securities, the reporting person does not have any plans or proposals which
relate to or would result in any of the actions set forth in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. Interests in Securities of the Issuer.
(a) The following list sets forth the aggregate number and percentage
(based on an aggregate of 13,669,292 shares of Common Stock outstanding as of
August 31, 1999 as reported by the Issuer in its Form 10-Q for the quarter ended
August 31, 1999) of outstanding shares of Common Stock owned beneficially by the
reporting person named in Item 2, as of October 27, 1999:
Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned Beneficially Owned
- ---- ------------------ ------------------
Eli Oxenhorn 425,000 3.1%
(b) Eli Oxenhorn has sole power to vote and to dispose of 425,000 shares of
Common Stock (including 125,000 shares issuable upon the exercise of the
Non-Qualified Option, and 50,000 shares held by the Eli Oxenhorn Rollover IRA),
representing approximately 3.1% of the outstanding Common Stock.
(c) The following is a description of all transactions in the shares of
Common Stock of the Issuer by the person identified in Item 2 of this Schedule
13D effected from August 27, 1999 through October 27, 1999, inclusive:
On October 27, 1999, Eli Oxenhorn, a general partner of Revwood, exercised
one-half of the Revwood Option (an option to acquire 400,000 shares of Common
Stock in the aggregate) and purchased
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200,000 shares of Common Stock of the Issuer for $2.375 per share. Mr. Oxenhorn
sold 200,000 shares of Common Stock at $2.4375 per share in the over-the-counter
market on such date.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of such securities.
(e) Effective October 27, 1999, the reporting person ceased to
be the beneficial owner of more than five percent (5%) of the Common Stock of
the Issuer.
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Signature
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned hereby certifies that the information set forth in this Schedule is
true, complete, and correct.
Date: November 10, 1999
/s/ Eli Oxenhorn
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Eli Oxenhorn
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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