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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
TALK CITY, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
874263106
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(CUSIP Number)
December 31, 1999
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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)
[ ] Rule 13d-1(c)
[X] 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 1 of 6 pages
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CUSIP NO. 874263106
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PATRICOF & CO. VENTURES, INC. / 13-2647531
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ]
(B) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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5 SOLE VOTING POWER
-0-
NUMBER OF -------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 2,038,320
OWNED BY -------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON -------------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
2,038,320
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,038,320
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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Page 2 of 6 pages
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ITEM 1. (a) Name of Issuer:
TALK CITY, INC.
(b) Address of Issuer's Principal Executive Offices:
307 ORCHARD CITY DRIVE, CAMPBELL, CA 95008
ITEM 2. (a) Name of Person Filing:
PATRICOF & CO. VENTURES, INC.
(b) Address of Principal Business Office or, if none, Residence:
445 PARK AVENUE, NEW YORK, NY 10022
(c) Citizenship:
NEW YORK
(d) Title of Class of Securities:
COMMON STOCK
(e) CUSIP Number:
874263106
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO (section)240.13D-1(B),
OR 240.13D-2(B) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) |_| Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) |_| Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) |_| An investment adviser in accordance with (section)
240.13d-1(b)(1)(ii)(E).
(f) |_| An employee benefit plan or endowment fund in
accordance with (section)240.13d-1(b)(1)(ii)(F).
(g) |_| A parent holding company or control person in
accordance with (section)240.13d-1(b)(1)(ii)(G).
Page 3 of 6 pages
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(h) |_| A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) |_| A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) |_| Group, in accordance with
(section)240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP:
(a) Amount Beneficially Owned: 2,038,320
(b) Percent of Class: 8.4%
(c) Number of Shares as to which the person has:
(i) sole power to vote or direct the vote -0-
(ii) shared power to vote or direct the vote 2,038,320*
(iii) sole power to dispose or direct the disposition
of -0-
(iv) shared power to dispose or direct the disposition of
2,038,320*
* SEE RIDER A ATTACHED
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
NOT APPLICABLE
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
NOT APPLICABLE
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR
CONTROL PERSON:
NOT APPLICABLE
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
NOT APPLICABLE
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
NOT APPLICABLE
Page 4 of 6 pages
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ITEM 10. CERTIFICATION
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.
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.
PATRICOF & CO. VENTURES, INC.
By: /s/Alan Patricof
----------------
Name: Alan Patricof
Title: Chairman
Date: February 4, 2000
Page 5 of 6 pages
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RIDER A
AS OF DECEMBER 31, 1999, PATRICOF & CO. VENTURES, INC. ("PATRICOF") MAY BE
DEEMED TO BE THE BENEFICIAL OWNER OF 1,704,849 SHARES OF COMMON STOCK (7.0%)
OWNED BY APA EXCELSIOR IV, L.P., A DELAWARE LIMITED PARTNERSHIP ("EXCELSIOR
IV"), 300,857 SHARES OF COMMON STOCK (1.2%) OWNED BY APA EXCELSIOR IV/OFFSHORE,
L.P., A CAYMAN ISLANDS LIMITED PARTNERSHIP ("OFFSHORE"), AND 32,614 SHARES OF
COMMON STOCK (0.1%) OWNED BY PATRICOF PRIVATE INVESTMENT CLUB, L.P., A DELAWARE
LIMITED PARTNERSHIP EACH OF SUCH ENTITIES IS MANAGED OR ADVISED BY PATRICOF AND,
AS SUCH, PATRICOF MAY BE DEEMED TO HAVE SHARED VOTING AND DISPOSITIVE POWER WITH
THE GENERAL PARTNERS OF EACH PARTNERSHIP WITH RESPECT TO 2,038,320 SHARES OF
COMMON STOCK.
Page 6 of 6 pages
