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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. )*
FreeMarkets, Inc.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
356602102
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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:
|X| 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 9 pages
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CUSIP No. 356602102 Page 2 of 9 Pages
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13G
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (Entities only)
Saturn Capital, Inc.
- -------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
- -------- ----------------------------------------------------------------------
3 SEC USE ONLY
- -------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
- ------------------- ------ -----------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF
2,428,269 shares, 2,409,000 of which are held by
SHARES Saturn Capital, Inc. and 19,269 of which are held by
Saturn Asset Management, Inc. Saturn Capital, Inc.
is wholly owned by Saturn Asset Management, Inc., of
which Jeffrey S. McCormick is the controlling
shareholder.
------ ----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
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7 SOLE DISPOSITIVE POWER
REPORTING
2,428,269 shares, 2,409,000 of which are held by
Saturn Capital, Inc. and 19,269 of which are held by
PERSON Saturn Asset Management, Inc. Saturn Capital, Inc.
is wholly owned by Saturn Asset Management, Inc., of
which Jeffrey S. McCormick is the controlling
shareholder.
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WITH 8 SHARED DISPOSITIVE POWER
0
- -------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,428,269 shares, 2,409,000 of which are held by Saturn Capital, Inc.
and 19,269 of which are held by Saturn Asset Management, Inc. Saturn
Capital, Inc. is wholly owned by Saturn Asset Management, Inc., of
which Jeffrey S. McCormick is the controlling shareholder.
- -------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.84 %
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12 TYPE OF REPORTING PERSON
BD
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Page 2 of 9 pages
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CUSIP No. 356602102 Page 3 of 9 Pages
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13G
- -------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (Entities only)
Saturn Asset Management, Inc.
- -------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
- -------- ----------------------------------------------------------------------
3 SEC USE ONLY
- -------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF
2,428,269 shares, 2,409,000 of which are held by
Saturn Capital, Inc. and 19,269 of which are held by
SHARES Saturn Asset Management, Inc. Saturn Capital, Inc.
is wholly owned by Saturn Asset Management, Inc., of
which Jeffrey S. McCormick is the controlling
shareholder.
------ ----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
------ ----------------------------------------------------
7 SOLE DISPOSITIVE POWER
REPORTING
2,428,269 shares, 2,409,000 of which are held by
Saturn Capital, Inc. and 19,269 of which are held by
PERSON Saturn Asset Management, Inc. Saturn Capital, Inc.
is wholly owned by Saturn Asset Management, Inc., of
which Jeffrey S. McCormick is the controlling
shareholder.
------ ----------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
0
- -------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,428,269 shares, 2,409,000 of which are held by Saturn Capital, Inc.
and 19,269 of which are held by Saturn Asset Management, Inc. Saturn
Capital, Inc. is wholly owned by Saturn Asset Management, Inc., of
which Jeffrey S. McCormick is the controlling shareholder.
- -------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |
- -------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.84 %
- -------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
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Page 3 of 9 pages
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CUSIP No. 356602102 Page 4 of 9 Pages
------------ --------- --------
13G
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (Entities only)
Jeffrey S. McCormick
- -------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
- -------- ----------------------------------------------------------------------
3 SEC USE ONLY
- -------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF
2,428,269 shares, 2,409,000 of which are held by
Saturn Capital, Inc. and 19,269 of which are held by
SHARES Saturn Asset Management, Inc. Saturn Capital, Inc.
is wholly owned by Saturn Asset Management, Inc., of
which Jeffrey S. McCormick is the controlling
shareholder.
------ ----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
------ ----------------------------------------------------
7 SOLE DISPOSITIVE POWER
REPORTING
2,428,269 shares, 2,409,000 of which are held by
Saturn Capital, Inc. and 19,269 of which are held by
PERSON Saturn Asset Management, Inc. Saturn Capital, Inc.
is wholly owned by Saturn Asset Management, Inc., of
which Jeffrey S. McCormick is the controlling
shareholder.
------ ----------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
0
- -------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,428,269 shares, 2,409,000 of which are held by Saturn Capital, Inc.
and 19,269 of which are held by Saturn Asset Management, Inc. Saturn
Capital, Inc. is wholly owned by Saturn Asset Management, Inc., of
which Jeffrey S. McCormick is the controlling shareholder.
- -------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |
- -------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.84 %
- -------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
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Page 4 of 9 pages
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Item 1(a). NAME OF ISSUER
FREEMARKETS, INC.
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL OFFICE
ONE OLIVER PLAZA
210 SIXTH AVENUE
PITTSBURGH, PA 15222
Item 2(a). NAME OF PERSON FILING
SATURN CAPITAL, INC.
SATURN ASSET MANAGEMENT, INC.
JEFFREY S. MCCORMICK
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR
IF NONE, RESIDENCE
75 FEDERAL STREET
SUITE 1320
BOSTON, MA 02110
Item 2(c). CITIZENSHIP OR PLACE OF ORGANIZATION
SATURN CAPITAL, INC.: MASSACHUSETTS
SATURN ASSET MANAGEMENT, INC.: DELAWARE
JEFFREY S. MCCORMICK: UNITED STATES OF
AMERICA
Item 2(d). TITLE OF CLASS OF SECURITIES
COMMON STOCK, $.01 PAR VALUE
Item 2(e). CUSIP NUMBER
356602102
Item 3. If this statement is filed pursuant to
Rules 13d-1(b), or 13d-2(b) or (c), check
whether the person filing is a:
(a) [x] Broker or dealer registered under Section
15 of the Exchange Act(1)
(b) [ ] Bank as defined in Section 3(a)(6) of the
Exchange Act.
(c) [ ] Insurance company as defined in Section
3(a)(19) of the Exchange Act.
(d) [ ] Investment company registered under
Section 8 of the Investment Company Act.
(e) [ ] Investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E).
(f) [ ] Employee benefit plan, or endowment fund
in accordance with Rule
13d-1(b)(1)(ii)(F).
(g) [ ] Parent holding company or control person,
in accordance with Rule
13d-1(b)(1)(ii)(G).
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(1) This applies to Saturn Capital, Inc. only.
Page 5 of 9 pages
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(h) [ ] A savings association as defined in
Section 3(b) of the Federal Deposit
Insurance Act.
(i) [ ] A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment
Company Act.
(j) [ ] Group, in accordance with Rule
13d-1(b)(1)(ii)(J). If this statement is
filed pursuant to Rule 13d-1(c), check
this box [ ].
Item 4. OWNERSHIP
Provide the following information regarding
the aggregate number and percentage of the
class of the securities of the issuer
identified in Item 1.
(a) Amount Beneficially Owned:
2,428,269 SHARES, 2,409,000 OF WHICH ARE
HELD BY SATURN CAPITAL, INC. AND 19,269 OF
WHICH ARE HELD BY SATURN ASSET MANAGEMENT,
INC. SATURN CAPITAL, INC. IS WHOLLY OWNED BY
SATURN ASSET MANAGEMENT, INC., OF WHICH
JEFFREY S. MCCORMICK IS THE CONTROLLING
SHAREHOLDER.
(b) Percent of Class:
6.84 %
(c) Number of shares as to which such
persons has:
(i) sole power to vote or to direct
the vote:
2,428,269 SHARES, 2,409,000 OF WHICH
ARE HELD BY SATURN CAPITAL, INC. AND
19,269 OF WHICH ARE HELD BY SATURN
ASSET MANAGEMENT, INC. SATURN
CAPITAL, INC. IS WHOLLY OWNED BY
SATURN ASSET MANAGEMENT, INC., OF
WHICH JEFFREY S. MCCORMICK IS THE
CONTROLLING SHAREHOLDER.
(ii) shared power to vote or to
direct the vote:
-0-
(iii) sole power to dispose or to
direct the disposition of:
2,428,269 SHARES, 2,409,000 OF WHICH
ARE HELD BY SATURN CAPITAL, INC. AND
19,269 OF WHICH ARE HELD BY SATURN
ASSET MANAGEMENT, INC. SATURN
CAPITAL, INC. IS WHOLLY OWNED BY
SATURN ASSET MANAGEMENT, INC., OF
WHICH JEFFREY S. MCCORMICK IS THE
CONTROLLING SHAREHOLDER.
(iv) shared power to dispose or to
direct the disposition of:
-0-
Page 6 of 9 pages
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Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A
CLASS.
If this statement is being filed to report
the fact that as of the date hereof the
reporting person has ceased to be the
beneficial owner of more than five percent
of the class of securities, check the
following [ ].
INAPPLICABLE
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON
BEHALF OF ANOTHER PERSON.
If any other person is known to have the
right to receive or the power to direct the
receipt of dividends from, or the proceeds
from the sale of, such securities, a
statement to that effect should be included
in response to this item and, if such
interest relates to more than five percent
of the class, such person should be
identified. A listing of the shareholders of
an investment company registered under the
Investment Company Act of 1940 or the
beneficiaries of employee benefit plan,
pension fund or endowment fund is not
required.
INAPPLICABLE
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY
BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
If a parent holding company has filed this
schedule, pursuant to Rule 13d-1(b)(ii)(G),
so indicate under Item 3(g) and attach an
exhibit stating the identity and Item 3
classification of the relevant subsidiary.
If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c), attach
an exhibit stating the identification of the
relevant subsidiary.
INAPPLICABLE
Item 8. IDENTIFICATION AND CLASSIFICATION OF
MEMBERS OF THE GROUP.
If a group has filed this schedule, pursuant
to Rule 13d-1(b)(1)(ii)(J), so indicate
under Item 3(h) and attach an exhibit
stating the identity and Item 3
classification of each member of the group.
If a group has filed this schedule pursuant
to Rule 13d-1(d), attach an exhibit stating
the identity of each member of the group.
INAPPLICABLE
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Notice of dissolution of a group may be
furnished as an exhibit stating the date of
the dissolution and that all further filings
with respect to transactions in the security
reported on
Page 7 of 9 pages
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will be filed, if required, by the
members of the group, in their individual
capacity. (See Item 5.)
INAPPLICABLE
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 such purposes or effect.
Page 8 of 9 pages
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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.
Date: April 14, 2000
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Signature: /s/ Jeffrey S. McCormick
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Saturn Capital, Inc.
By: Jeffrey S. McCormick
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Its: President
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Signature: /s/ Jeffrey S. McCormick
----------------------------------
Saturn Asset Management, Inc.
By: Jeffrey S. McCormick
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Its: President
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Signature: /s/ Jeffrey S. McCormick
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Jeffrey S. McCormick
Page 9 of 9 pages
