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. 2)
CORNERSTONE INTERNET SOLUTIONS COMPANY
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(Name of Issuer)
CORNERSTONE INTERNET SOLUTIONS COMPANY
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(Name of Person(s) Filing Statement)
Class B Convertibe Preferred Stock
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(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
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(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
Transaction Valuation1 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
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Form or registration no.: Schedule 13E-4 Date filed: November 9, 1998
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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.
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This constitutes Amendment No. 2 ("Amendment No. 2") to the Schedule
13E-4 filed by the undersigned (the "Schedule 13E-4"). This Amendment No. 2
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 No. 2 to Schedule 13E-4 is being filed to report that
the Exchange Offer terminated on December 9, 1998. As a result of the Exchange
Offer, all 2000 outstanding shares of Class B Preferred Stock were exchanged for
approximately 1,600 newly-issued shares of Class D Convertible Preferred Stock.
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<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
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Name: Edward Schroeder
Title: President and Chief Executive
Officer
Dated: December 4, 1998
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