SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Creative Computers, Inc.
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
22527E107
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(CUSIP Number)
March 23, 2000
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(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 the disclosures provided in a prior cover page.
The information required in 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).
<PAGE>
CUSIP No. 22527E107
1 NAME OF REPORTING PERSON
I.R.S. Identification No. of above person (entities only).
OZ Management, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0 Shares
6 SHARED VOTING POWER
1,180,318 Shares
7 SOLE DISPOSITIVE POWER
0 Shares
8 SHARED DISPOSITIVE POWER
1,180,318 Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,180,318
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.3%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO/IA
<PAGE>
1 NAME OF REPORTING PERSON
I.R.S. Identification No. of above person (entities only).
OZ Master Fund, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0 Shares
6 SHARED VOTING POWER
1,080,318 Shares
7 SOLE DISPOSITIVE POWER
0 Shares
8 SHARED DISPOSITIVE POWER
1,080,318 Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,080,318
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.4%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 22527E107
This Amendment No. 2 to Schedule 13G amends a Schedule 13G, dated July
27, 1999, with respect to the Common Stock, par value $0.001 per share (the
"Shares"), of Creative Computers, Inc., a Delaware corporation (the
"Company"), beneficially owned for purposes of Schedule 13G by OZ Management,
L.L.C., OZ Master Fund, Ltd. and certain discretionary accounts managed by OZ
Management, L.L.C., as follows below. The Amendment is filed to amend Item 4
as of March 23, 2000 contained in the Schedule 13G as most recently amended.
Items 1. - 3. No amendment.
Item 4. Ownership
See cover page for each Reporting Person.
OZ Master Fund is the record owner of 1,080,318 Shares. OZ Management
serves as principal investment manager to OZ Master Fund and as such, may be
deemed for these purposes to share voting and dispositive authority over the
Shares owned of record by OZ Master Fund. OZ Management also manages certain
discretionary accounts, which own 100,000 Shares. Although not identified as
a Reporting Person herein, Mr. Daniel S. Och is the senior managing member of
OZ Management. As such, he may be deemed to control such entity and
therefore, indirectly, the Shares reported hereby.
Items 5. - 9. No amendment.
Item 10. Certificates
By signing below I certify that, to the best of my 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>
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: April 3, 2000
OZ MANAGEMENT, L.L.C.
By: /s/ Daniel S. Och
- ---------------------------------
Name: Daniel S. Och
Title: Senior Managing Member
OZ MASTER FUND, LTD.
By: OZ MANAGEMENT, L.L.C.
as Investment Manager
By: /s/ Daniel S. Och
- ---------------------------------
Name: Daniel S. Och
Title: Senior Managing Member
