SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 1)
CORNERSTONE INTERNET SOLUTIONS COMPANY
- --------------------------------------------------------------------------------
(Name of Issuer)
CORNERSTONE INTERNET SOLUTIONS COMPANY
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Statement)
Class B Convertible Preferred Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Edward Schroeder
Cornerstone Internet Solutions Company
584 Broadway, Suite 509
New York, New York 10012
(212) 343-3920
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
Steven Wolosky, Esq.
Kenneth A. Schlesinger, Esq.
Olshan Grundman Frome & Rosenzweig LLP
505 Park Avenue
New York, NY 10022
(212) 753-7200
Facsimile: (212) 755-1467
November 9, 1998
- --------------------------------------------------------------------------------
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
- -------------------------------------------------------------------------------
Transaction Valuation(1) Amount of Filing Fee
- -------------------------------------------------------------------------------
$2,000,000 $400
- -------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing.
Amount previously paid: $400 Filing party: N/A
---------------- ----------------
Form or registration no.: Schedule 13E-4 Date filed: November 9, 1998
-------------- ----------------
- --------------------
1 Estimated solely for purposes of calculating the fee in accordance with
Rule 0-11 under the Securities Exchange Act of 1934, as amended. Based
upon the book value of the Class B Convertible Preferred Stock $ 1,000,
multiplied by the number of shares of Class B Convertible Preferred
Stock (2,000) that the issuer, Cornerstone Internet Solutions Company
(the "Company"), is offering to acquire.
<PAGE>
This constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule
13E-4 filed by the undersigned (the "Schedule 13E-4"). This Amendment No. 1
supplements the Schedule 13E-4 as specifically set forth. All capitalized terms
used herein which are not otherwise defined have the meaning ascribed to them in
the Schedule 13E-4.
This Amendment to Schedule 13E-4 is being filed to amend Item 9 so
that it reads in its entirety as follows:
Item 9. Material to be Filed as Exhibits.
(a)(1) Offering Circular dated November 6, 1998. *
(2) Form of Letter of Transmittal. *
(3) Form of Press Release. *
(4) 1998 Annual Report on Form 10-KSB. *
(5) Quarterly Report on Form 10-QSB for the quarter ended
August 31, 1998. *
(6) Certificate of Designation. *
(7) Supplement to Offering Circular.
(b)-(f) Not Applicable.
- ------------------------
* Previously filed.
<PAGE>
SIGNATURE
After due 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.
CORNERSTONE INTERNET SOLUTIONS COMPANY
By: /s/ Edward Schroeder
------------------------
Name: Edward Schroeder
Title: President and Chief Executive
Officer
Dated: December 4, 1998
<PAGE>
CORNERSTONE INTERNET SOLUTIONS COMPANY
Supplement No. 1 Dated December 4, 1998 to
the Offering Circular dated November 6, 1998 To Exchange
.8 of a Share of Class D Preferred Stock for each outstanding Share of
Class B Preferred Stock of
Cornerstone Internet Solutions Company
----------------------------
<PAGE>
SUMMARY OF SUPPLEMENT
This is the Supplement No. 1 dated December 4, 1998 (the "Supplement")
to the Offering Circular dated November 6, 1998 (the "Offering Circular") to
exchange .8 of a share of Class D Preferred Stock ("Class D Stock") for each
outstanding share of Class B Preferred Stock ("Class B Stock") of Cornerstone
Internet Solutions Company (the "Company") pursuant to the Offering Circular
dated November 6, 1998. The Company is supplementing the Offering Circular in
order to clarify certain information relating to the terms of the exchange of
the Class D Stock for Class B Stock. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to such terms in the Offering
Circular.
The terms of the Exchange Offer are hereby clarified as follows:
1) The Exchange Offer will expire on December 9, 1998 as opposed to
December 7, 1998.
2) Any extension of the Exchange Offer will be at the reasonable
discretion of the Company as opposed to the sole discretion of the
Company.
