SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b)(c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
eToys Inc.
________________
(Name of Issuer)
Common Stock, $0.0001 Par Value
_______________________________
(Title of Class of Securities)
29786210
______________
(CUSIP Number)
November 16, 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:
[ ] Rule 13d-1(b)
[x] 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 disclosure
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 pages)
Page 1 of 12 Pages
Exhibit Index: Page 10
<PAGE>
SCHEDULE 13G
CUSIP No. 29786210 Page 2 of 12 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Louis M. Bacon
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
United States
5 Sole Voting Power
0
Number of
Shares
Beneficially 6 Shared Voting Power
Owned By 8,345,075
Each
Reporting 7 Sole Dispositive
Person 0
With
8 Shared Dispositive Power
8,345,075
9 Aggregate Amount Beneficially Owned by Each Reporting Person
8,345,075
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.97%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 29786210 Page 3 of 12 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Moore Capital Management, Inc.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
Connecticut
5 Sole Voting Power
0
Number of
Shares
Beneficially 6 Shared Voting Power
Owned By 7,271,785
Each
Reporting 7 Sole Dispositive
Person 0
With
8 Shared Dispositive Power
7,271,785
9 Aggregate Amount Beneficially Owned by Each Reporting Person
7,271,785
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
6.07%
12 Type of Reporting Person*
CO, IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 29786210 Page 4 of 12 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Moore Global Investments, Ltd.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
Bahamas
5 Sole Voting Power
0
Number of
Shares
Beneficially 6 Shared Voting Power
Owned By 7,271,785
Each
Reporting 7 Sole Dispositive
Person 0
With
8 Shared Dispositive Power
7,271,785
9 Aggregate Amount Beneficially Owned by Each Reporting Person
7,271,785
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
6.07%
12 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 12 Pages
Item 1(a) Name of Issuer:
eToys Inc. (the "Company").
Item 1(b) Address of the Issuer's Principal Executive Offices:
3100 Ocean Park Boulevard, Suite 300
Santa Monica, CA 90405
Item 2(a) Name of Person Filing:
The Statement is being filed by (1) Louis M. Bacon ("Mr.
Bacon"), in his capacity as (a) Chairman and Chief Executive
Officer, director and controlling shareholder of MCM and (b)
Chairman and Chief Executive Officer, director and majority
interest holder in Moore Capital Advisors, LLC ("MCA"), (2)
Moore Capital Management, Inc. ("MCM") and (3) Moore Global
Investments, Ltd. ("MGI") (collectively, the "Reporting
Persons").
MGI, a non-U.S. investment company, is the sole shareholder of
a Bahamas corporation (the "Bahamas Corporation"), and as such
may be deemed the beneficial owner of the Shares (as defined
herein) held for the account of the Bahamas Corporation. MCM,
a registered commodity trading advisor and member of the
National Futures Association, serves as discretionary
investment manager to MGI and other investment funds. In such
capacity, MCM may be deemed the beneficial owner of the Shares
(as defined herein) held for the accounts of the Bahamas
Corporation and MGI. MCA is a New York limited liability
company and a registered commodity trading advisor and
commodity pool operator. MCA serves as general partner to a
Delaware limited partnership (the "Delaware Partnership"), and
serves as general partner and discretionary investment manager
to Remington Investment Strategies, L.P. ("RIS"), a U.S.
partnership. In such capacities, MCA may be deemed the
beneficial owner of the Shares (as defined herein) held for
the accounts of the Delaware Partnership and RIS. The
principal occupation of Mr. Bacon is the direction of the
investment activities of MCM and MCA, carried out in his
capacity of Chairman and Chief Executive Officer of such
entities. In such capacities, Mr. Bacon may be deemed the
beneficial owner of the Shares (as defined herein) held for
the accounts of the Bahamas Corporation, MGI, the Delaware
Partnership and RIS.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The principal business offices of Mr. Bacon, MCM and MGI are
located at 1251 Avenue of the Americas, New York, New York
10020.
Item 2(c) Citizenship:
i) Mr. Bacon is a United States citizen;
ii) MCM is a Connecticut corporation; and
iii) MGI is a Bahamas corporation.
<PAGE>
Page 6 of 12 Pages
Item 2(d) Title of Class of Securities:
Common Stock, par value $0.0001 per share (the "Shares") of
the Company.
Item 2(e) CUSIP Number:
29786210
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of November 16, 1999, each of the Reporting Persons may be
deemed the beneficial owner of the following number of Shares:
(i) Mr. Bacon may be deemed the beneficial owner of
8,345,075 Shares. This number consists of (A)
2,441,961 Shares held for the account of the Bahamas
Corporation, (B) 4,829,824 Shares held for the
account of MGI, (C) 536,020 Shares held for the
account of the Delaware Partnership and (D) 537,270
Shares held for the account of RIS.
(ii) Each of MCM and MGI may be deemed the beneficial
owner of 7,271,785 Shares. This number consists of
(A) 2,441,961 Shares held for the account of the
Bahamas Corporation and (B) 4,829,824 Shares held for
the account of MGI.
Item 4(b) Percent of Class:
(i) The number of Shares of which Mr. Bacon may be deemed
to be the beneficial owner constitutes approximately
6.97% of the total number of Shares outstanding.
(ii) The number of Shares of which each of MCM and MGI may
be deemed to be the beneficial owner constitutes
approximately 6.07% of the total number of Shares
outstanding.
<PAGE>
Page 7 of 12 Pages
Item 4(c) Number of shares as to which such person has:
Mr. Bacon:
----------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 8,345,075
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 8,345,075
MCM:
----
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 7,271,785
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 7,271,785
MGI:
----
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 7,271,785
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 7,271,785
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Ownership of More than Five Percent on Behalf of Another
Person:
(i) The shareholders of the Bahamas Corporation have the
right to participate in the receipt of dividends
from, or proceeds from the sale of, Shares held by
the Bahamas Corporation in accordance with their
ownership interests in the Bahamas Corporation.
(ii) The shareholders of MGI have the right to participate
in the receipt of dividends from, or proceeds from
the sale of, Shares held by MGI in accordance with
their ownership interests in MGI.
(iii) The partners of the Delaware Partnership have the
right to participate in the receipt of dividends
from, or proceeds from the sale of, the Shares held
by the Delaware Partnership in accordance with their
partnership interests in the Delaware Partnership.
<PAGE>
Page 8 of 12 Pages
(iv) The partners of RIS have the right to participate in
the receipt of dividends from, or proceeds from the
sale of, the Shares held by RIS in accordance with
their partnership interests in RIS.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each of the undersigned certifies that, to
the best of the undersigned's knowledge and belief, the securities referred to
above 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.
<PAGE>
Page 9 of 12 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: November 24, 1999
LOUIS M. BACON
By: /S/ STEPHEN R. NELSON
---------------------------------
Name: Stephen R. Nelson
Title: Attorney-in-Fact
MOORE CAPITAL MANAGEMENT, INC.
By: /S/ STEPHEN R. NELSON
---------------------------------
Name: Stephen R. Nelson
Title: Attorney-in-Fact
MOORE GLOBAL INVESTMENTS, LTD.
By: /S/ STEPHEN R. NELSON
---------------------------------
Name: Stephen R. Nelson
Title: Attorney-in-Fact
<PAGE>
Page 10 of 12 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement dated November 24, 1999 by and
between Louis M. Bacon, Moore Capital Management and
Moore Global Investments, Ltd........................... 11
B. Power of Attorney dated November 28, 1997 granted by
Louis M. Bacon in favor M. Elaine Crocker, Kevin F.
Shannon and Stephen R. Nelson........................... 12
Page 11 of 12 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G dated
November 24, 1999 with respect to the Common Stock of eToys Inc., is, and any
amendments thereto (including amendments on Schedule 13D) signed by each of the
undersigned shall be, filed on behalf of each of the undersigned pursuant to and
in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934.
This Agreement may be executed in counterparts, each of which shall for
all purposes be deemed to be an original and all of which shall constitute one
and the same instrument.
Date: November 24, 1999
LOUIS M. BACON
By: /S/ STEPHEN R. NELSON
---------------------------------
Name: Stephen R. Nelson
Title: Attorney-in-Fact
MOORE CAPITAL MANAGEMENT, INC.
By: /S/ STEPHEN R. NELSON
---------------------------------
Name: Stephen R. Nelson
Title: Attorney-in-Fact
MOORE GLOBAL INVESTMENTS, LTD.
By: /S/ STEPHEN R. NELSON
---------------------------------
Name: Stephen R. Nelson
Title: Attorney-in-Fact
Page 12 of 12 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Louis M. Bacon, hereby make
constitute and appoint each of M. Elaine Crocker, Kevin F. Shannon and Stephen
R. Nelson, acting individually, s my agent and attorney-in-fact for the purpose
of executing in my name (a) in my personal capacity or (b) in my capacity as
Chairman and Chief Executive Officer of each of Moore Capital Management, Inc.
and Moore Capital Advisors, LLC and their respective affiliates all documents,
certificates, instruments, statements, filing and agreements ("documents") to be
filed with or delivered to any foreign or domestic governmental or regulatory
body or required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any other
documents relating or ancillary thereto, including but not limited to, all
documents relating to filings with the United States Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934 (the "Act") and the rules and regulations promulgated
thereunder, including: (1) all documents relating to the beneficial ownership of
securities required to be filed with the SEC pursuant to Section 13(d) or
Section 16(a) of the Act including, without limitation: (a) any acquisition
statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any
joint filing agreements pursuant to Rule 13d-1(f), and (c) any initial
statements of, or states of changes in, beneficial ownership of securities on
Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required
to be filed with the SEC pursuant to Section 13(f) of the Act.
This power of attorney shall be valid from the date hereof until
revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 28th day
of November, 1997.
/s/ Louis M. Bacon
__________________________
Louis M. Bacon
