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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MAIL.COM, INC.
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(Name of Issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
560311 10 2
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(CUSIP Number)
Kevin S. Moore
President
The Clark Estates, Inc.
One Rockefeller Plaza, 31st Floor
New York, New York 10020
Tel. No.: (212) 977-6900
With a copy to:
Robin L. Spear, Esq.
Pillsbury Winthrop LLP
One Battery Park Plaza
New York, New York 10004-1490
Tel. No.: (212) 858-1000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 8, 2001
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(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 that is the subject of this Schedule 13D, and is
filing this Schedule because of Rule 13d-l(e), 13d-1(f) or 13d-1(g), check the
following box: [ ]
* 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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SCHEDULE 13D
<TABLE>
<CAPTION>
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CUSIP NO. 560311 10 2
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<S> <C>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE CLARK ESTATES, INC.
13-5524538
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
6,973,750* (SEE ITEM 5.)
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OWNED BY EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH
0
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9 SOLE DISPOSITIVE POWER
6,973,750* (SEE ITEM 5.)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,973,750* (SEE ITEM 5.)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5% (SEE ITEM 5.)
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14 TYPE OF REPORTING PERSON
CO
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</TABLE>
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* Excludes shares to be issued in payment of interest on the Notes (as
hereinafter defined) but includes shares issuable upon conversion of the
Notes. (See Item 3.)
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SCHEDULE 13D
Item 1. Security and Issuer.
This Statement relates to shares of Class A Common Stock, $.01 par
value per share (the "Class A Common Stock"), of Mail.com, Inc., a Delaware
corporation (the "Issuer"). The address of the Issuer's principal executive
offices is 11 Broadway, Suite 660, New York, New York 10004.
Item 2. Identity and Background.
(a)-(c) This statement is being filed by The Clark Estates, Inc. (the
"Reporting Person"), a New York corporation with its principal business address
and principal office at One Rockefeller Plaza, 31st Floor, New York, New York
10020.
The Reporting Person is principally engaged in the business of
providing management and administrative services for certain institutional,
corporate, partnership, individual and trust accounts affiliated with the Clark
family.
Schedule I sets forth the information required by Items 2(a)-(c) and
2(f) of Schedule 13D for each executive officer and director of the Reporting
Person.
(d) Neither the Reporting Person nor (to the best knowledge of the
Reporting Person) any of its executive officers or directors has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
during the past five years.
(e) Neither the Reporting Person nor (to the best knowledge of the
Reporting Person) any of its executive officers or directors was during the last
five years a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
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prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Accounts for which the Reporting Person provides management
and administrative services purchased in open market transactions shares of
Class A Common Stock which as of the date hereof aggregate 1,943,800 shares of
Class A Common Stock. The purchase price for such shares was provided by funds
available for investment by accounts for which the Reporting Person provides
management and administrative services.
On January 8, 2001, Federal Partners, L.P. ("Federal Partners")
purchased from the Issuer pursuant to a Note Purchase Agreement (the "Note
Purchase Agreement") an aggregate principal amount of $5,000,000 of the Issuer's
10% Senior Convertible Notes due January 8, 2006 (the "Notes"). The Notes are
joint and several obligations of the Issuer and its subsidiaries Mail.com
Business Messaging Services, Inc. and The Allegro Group, Inc. Federal Partners
is a limited partnership, the general partner of which is Ninth Floor
Corporation. The Reporting Person provides management and administrative
services to Federal Partners.
The Notes are convertible at any time at the option of Federal Partners
into Class A Common Stock at an initial conversion price equal to $1.00 per
share. The conversion price is subject to anti-dilution adjustments.
The Notes bear interest semi-annually at the rate of 10% per annum.
Interest is payable on January 15 and July 15 each year, commencing July 15,
2001. One half of each interest payment is payable in cash and one half is
payable in shares of the Issuer's Class A Common Stock until 18 months after the
closing date of the financing. Thereafter, at the option of the Issuer, one half
of each interest payment may be paid in shares of Class A Common Stock. The
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shares issued as interest payments will be deemed to have a value equal to the
applicable conversion price at the time of payment.
The purchase price for the Notes was provided by funds available for
investment by accounts for which the Reporting Person provides management and
administrative services.
Item 4. Purpose of Transaction.
The purpose of the purchase of the Notes and the shares of the Class A
Common Stock was for investment. The Reporting Person currently does not have
any plans or proposals of the type set forth in Paragraphs (a) through (j) of
Item 4 of Schedule 13D, except that the Reporting Person may acquire additional
shares of the Class A Common Stock in open market transactions for investment
purposes. Any decision of the Reporting Person either to purchase additional
shares of the Class A Common Stock or to dispose of any of such shares will take
into account various factors, including general economic and stock market
conditions.
Pursuant to a Designation Agreement dated January 8, 2001 (the
"Designation Agreement") between the Issuer and Federal Partners, Federal
Partners, at its option, has the right to designate one director to the Issuer's
Board of Directors for so long as Federal Partners and its affiliates (or such
other accounts for which the Reporting Person provides management services) hold
at least 3,000,000 shares of Class A Common Stock of the Issuer on a fully
diluted basis (including the shares issuable upon conversion of the Notes and
shares issued in payment of interest on the Notes). Pursuant to the Designation
Agreement, the Board of Directors appointed Stephen M. Duff as a director of the
Issuer.
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Item 5. Interest in Securities of the Issuer.
(a) The 6,943,800 shares of the Class A Common Stock, including
the 5,000,000 shares issuable upon conversion of the Notes but excluding shares
to be issued in payment of interest on the Notes, held by the accounts referred
to in Item 3 above, together with the 29,950 shares of Class A Common Stock of
the Issuer held by executive officers of the Reporting Person constitute
approximately 10.5% of the outstanding shares of Class A Common Stock and Class
B Common Stock of the Issuer (based upon an aggregate of 51,642,222 outstanding
shares of the Class A Common Stock and 10,000,000 outstanding shares of Class B
Common Stock as of October 31, 2000, as reported in the Issuer's Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2000, and
filed on November 14, 2000, and after giving effect to conversion of the Notes
at the initial conversion price).
(b) The Reporting Person and each of the executive officers
referred to above has the sole power to vote or to direct the vote and to
dispose of or direct the disposition of their respective shares of the Class A
Common Stock.
(c) Neither the Reporting Person, nor any of the accounts
referred to above, nor (to the best knowledge of the Reporting Person) any of
its executive officers or directors, has effected any transaction in the Class A
Common Stock during the past 60 days.
(d) Each of the accounts referred to in Item 3 and each of the
executive officers referred to above has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, their
respective shares of the Class A Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Except for the Designation Agreement, the Notes, the Note Purchase
Agreement, the Registration Rights Agreement (referred to below) and the Pledge
Agreement (referred to below) (collectively, the "Transaction Agreements"),
neither the Reporting Person nor (to the best
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knowledge of the Reporting Person) any of its executive officers or directors,
has any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to any securities of the Issuer,
including but not limited to the transfer or voting of any of such securities,
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.
The provisions of the Note Purchase Agreement allow for prepayment of
the Notes in certain circumstances. The Issuer may prepay the Notes, in whole or
in part, at any time (i) on or after the third anniversary of the closing date
of the financing, (ii) if the closing price of the Class A Common Stock on the
NASDAQ stock market, or other securities market on which the Class A Common
Stock is then traded, is at or above $5.00 per share (such amount to be
appropriately adjusted in the event of a stock split, stock dividend, stock
combination or recapitalization or similar event having a similar effect) for 30
consecutive trading days or (iii) the Issuer desires to effect a merger,
consolidation or sale of all or substantially all of its assets in a manner that
is prohibited by the Note Purchase Agreement and the holders of the Notes fail
to consent to a waiver of such prohibition to permit such merger, consolidation
or sale. Additionally, at the option of the holder, the Issuer is required, upon
the closing of the event giving rise to such prepayment, to prepay in whole or
in part any or all of the Notes for which the Issuer has received written notice
from any holder of Notes that elects to be prepaid upon such event if either of
the following conditions shall occur (each, a "Mandatory Prepayment"); provided
that, in the case of clause (ii) below, such Mandatory Prepayment shall not
exceed the amount of net proceeds received by the Issuer in connection with such
event: (i) the lenders of any of the additional $40 million of indebtedness
permitted to be incurred as provided by the Note Purchase Agreement (excluding
the $15 million of Notes permitted to be incurred under the Note Purchase
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Agreement) require a security interest in, or the release of the holders'
security interest in, the shares of India.com, Inc. ("India.com") that are
pledged to secure the Notes and any of such holders elect to be prepaid upon the
consummation of such financing, in which case the proceeds of such financing
shall be applied to the repayment of the Notes the holders of which have so
elected to be prepaid, or (ii) the Issuer decides to sell the pledged shares of
India.com pledged to the holders of the Notes and any of such holders elect to
be prepaid upon the consummation of such sale, in which case the net proceeds of
such sale received by the Issuer shall be applied to the repayment of the Notes
so electing to be prepaid.
The Issuer granted shelf and piggyback resale registration rights to
the holders of the Notes with respect to the shares of Class A Common Stock
issuable upon conversion of the Notes or in payment of interest on the Notes
pursuant to a Registration Rights Agreement.
Pursuant to the Pledge Agreement, the Notes are secured by a pledge of
the Issuer's and its wholly-owned subsidiary World.com, Inc.'s share interest in
its majority owned subsidiary, India.com. The security interest will be
released, among other circumstances, (i) upon repayment of the Notes and accrued
interest thereon, (ii) upon a sale, transfer or other disposition of the shares
as permitted under the Note Purchase Agreement and the prepayment of Notes as
become subject to prepayment in accordance with the Note Purchase Agreement, or
(iii) if the Issuer raises at least $35 million in cash proceeds from the sale
of assets (including the pledged shares) or from the issuance of certain
additional debt or equity financings on or before April 30, 2001. The
Transaction Agreements were filed by the Issuer with the Securities and Exchange
Commission as Exhibits 99.1, 99.2, 99.3 and 99.4 to its Current Report on Form
8-K dated January 8, 2001.
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Item 7. Material to be Filed as Exhibits.
Not applicable.
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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.
Dated: January 17, 2001
THE CLARK ESTATES, INC.
By: s/ Kevin S. Moore
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Name: Kevin S. Moore
Title: President
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SCHEDULE I
Directors and Executive Officers of
The Clark Estates, Inc.
Principal Occupation, and
Name, Principal Business and
Name Address of Employer
Jane Forbes Clark Chairman and Director
The Clark Estates, Inc.
Management Services
One Rockefeller Plaza
Thirty-First Floor
New York, NY 10020
Kevin S. Moore President and Director
The Clark Estates, Inc.
Management Services
One Rockefeller Plaza
Thirty-First Floor
New York, NY 10020
Anne L. Peretz Director
The Clark Estates, Inc.
Management Services
One Rockefeller Plaza
Thirty-First Floor
New York, NY 10020
Eric L. Straus Senior Vice President and Director
The Clark Estates, Inc.
Management Services
One Rockefeller Plaza
Thirty-First Floor
New York, NY 10020
Marshall F. Wallach Director, The Clark Estates, Inc.
President
The Wallach Corporation
Investment Banking
1401 17th Street
Suite 750
Denver, CO 80202
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Richard C. Vanison Vice President and Treasurer
The Clark Estates, Inc.
Management Services
One Rockefeller Plaza
Thirty-First Floor
New York, NY 10020
William T. Burdick Secretary
The Clark Estates, Inc.
Management Services
One Rockefeller Plaza
Thirty-First Floor
New York, NY 10020
All of the executive officers and directors of The Clark Estates, Inc. are
United States citizens.
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