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OMB Number: 3235-0145
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
ALTERNATE MARKETING NETWORKS, INC.
(Name of Issuer)
COMMON STOCK, no par value
(Title of Class of Securities)
02145P
(CUSIP Number)
HARRY EDELSON, EDELSON TECHNOLOGY PARTNERS II, L.P.
300 TICE BOULEVARD, WOODCLIFF LAKE, NJ 07675
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
SEPTEMBER 10, 1999
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with statement [ ]. (A fee is not
required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* 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
CUSIP No. 02145P Page 2 of 4 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
EDELSON TECHNOLOGY PARTNERS II, L.P.
IRS Identification #22-2848790
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [X]
N/A
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds*
WC
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
N/A
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
DE
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NUMBER OF SHARES 7 Sole Voting Power
BENEFICIALLY
OWNED BY EACH NONE
REPORTING PERSON -------------------------------------------------------------
WITH 8 Shared Voting Power
-------------------------------------------------------------
9 Sole Dispositive Power
NONE
-------------------------------------------------------------
10 Shared Dispositive Power
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
NONE
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
NONE
- --------------------------------------------------------------------------------
14 Type of Reporting Person*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. Security and Issuer
The issuer is Alternate Marketing Networks, Inc. (the "Company"), with
its principal executive offices at One Ionia S.W., Suite 300, Grand Rapids,
Michigan 49503. This statement relates to the Company's common stock, no par
value.
Item 2. Identity and Background
(a) Edelson Technology Partners II ("Edelson"), a Delaware limited
partnership.
(b) Edelson is a venture capital firm.
(c) 300 Tice Boulevard, Woodcliff Lake, NJ 07675.
(d) During the last five years, Edelson has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Edelson has not been 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 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
n/a (See reponse to Item 4.)
Item 4. Purposes of Transaction
On September 10, 1999, the reporting company closed on the sale of all
of its beneficial ownership in the Company (339,552 shares of common stock, no
par value) to the Times Mirror Company for an aggregate sale price of
$933,768.00 ($2.75 per share).
Item 5. Interest in Securities of the Issuer
Following the sale (see reponse to Item 4), Edelson no longer owns
beneficially any shares of the Company's outstanding common stock. The sale to
the Times Mirror Company was a private, negotiated transaction.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Upon closing of the sale of the shares, Harry Edelson, the General
Partner of the reporting Company resigned as a member of the Board of Directors
of the issuer, pursuant to agreement with the issuer and the Times Mirror
Company.
Item 7. Material to be Filed as Exhibits
None
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: September 10, 1999 EDELSON TECHNOLOGY PARTNERS II, L.P.
By: HARRY EDELSON
_________________________________
Harry Edelson, General Partner
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