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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. ___)
MyPoints.com, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
62855T102
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(CUSIP Number)
Francesca M. Maher
General Counsel and Corporate Secretary
UAL Corporation
1200 E. Algonquin Rd.
Elk Grove Township, Illinois 60007
(847) 700-4000
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
June 1, 2001
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(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(e), 13d-1(f) or 13d-1(g), check the
following box |_|
(Continued on following pages)
(Page 1 of 12 Pages)
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CUSIP NO.: 62855T102 13D
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
UNV Acquisition Corp.
United NewVentures, Inc.
UAL Corporation (943255692)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) []
(b) []
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) []
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
0
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NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 7,999,488 shares
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
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10 WITH SHARED DISPOSITIVE POWER
7,999,488 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,999,488 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6 %
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14 TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $0.001 per share
(the "Company Common Stock"), of MyPoints.com, Inc., a Delaware corporation
("Company"). The Company's principal executive offices are located at 100
California Street, San Francisco, California 94111.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c)UNV Acquisition Inc. ("Sub"), a corporation organized under
the laws of Delaware and a wholly owned subsidiary of United NewVentures, Inc.,
a Delaware corporation ("Parent"), recently was organized for the purpose of
making an offer to purchase all of the outstanding common shares of the Company
(the "Offer") and then, subsequent to the completion of the Offer, effecting a
merger with the Company. The principal executive offices of Sub are located at
1200 E. Algonquin Rd., Elk Grove Township, Illinois 60007.
Parent's principal executive offices are located at 1200 E. Algonquin
Rd., Elk Grove Township, Illinois 60007. Parent is a wholly owned subsidiary of
UAL Corporation ("UAL") that was created to focus the Internet initiatives and
investments of United Air Lines, Inc. ("United") into one company. Parent
provides United's customers with technologies and services for their business
and leisure travel needs.
The names, business addresses an principal occupation or employment
(and the name, principal business and address of any corporation or other
organization in which such employment is conducted) of each of the persons
specified by Instruction C of the Schedule 13D is set forth for UAL on the
attached Schedule I, for the Parent on the attached Schedule II and for the Sub
on the attached Schedule III.
(d) - (e) Neither Parent nor Sub, nor, to the best of their knowledge,
any of the persons specified in the attached Schedule I, Schedule II and
Schedule III has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor has 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.
(f) The citizenship of each of the persons specified by Instruction C
of the Schedule 13D is set forth for UAL on the attached Schedule I, for the
Parent on the attached Schedule II and for the Sub on the attached Schedule III.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Parent and Sub estimate that the total amount of funds required to
purchase all of the outstanding Shares that Parent or its affiliates do not own
pursuant to the Offer and to consummate the Merger and the other transactions
contemplated by the Merger Agreement (as defined below) will be approximately
$112.5 million. Parent expects to obtain such funds from cash on hand and its
other working capital sources.
ITEM 4. PURPOSE OF THE TRANSACTION
On June 1, 2001, the Company, Parent, and Sub, entered into an Agreement
and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement,
Sub has agreed to commence a tender offer (the "Tender Offer") pursuant to which
Sub will offer to purchase all of the outstanding shares ("Shares" or for a
single outstanding share, "Share"), par value
$0.001 per Share, of Company Common Stock, at a purchase price of $2.60 per
Share (the "Offer Price"), net to the seller in cash, without interest thereon.
The Tender Offer will be conditioned upon, among other things, (1) there
being validly tendered and not withdrawn prior to the expiration of the Tender
Offer, Shares representing at least a majority of the total outstanding voting
securities of the Company on a fully-diluted basis after giving effect to the
exercise, conversion or termination of all options, warrants, rights and
securities exercisable or convertible into such voting securities, (2) there
being no material adverse change in the Company's business and (3) the
applicable waiting period (and any extension thereof) under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have
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terminated or expired and any consents, approvals and filings under any foreign
antitrust law, the absence of which would prohibit the purchase of all Shares
tendered pursuant to the Tender Offer shall have been obtained or made prior to
the acceptance of Shares pursuant to the Tender Offer. The Tender Offer will be
subject to certain other terms and conditions.
Upon completion of the Tender Offer and satisfaction or waiver of
certain conditions, Sub will be merged with and into the Company (the "Merger")
and the Company will be the surviving corporation (the "Surviving Corporation").
On the effective date of the Merger (the "Effective Time"), each outstanding
Share (other than Shares owned by Parent, Sub or any subsidiary or affiliate of
Parent, Sub or the Company or held in the treasury of the Company or by
stockholders who have properly perfected appraisal rights under Delaware state
law) will by virtue of the Merger, and without any action by the holder thereof,
be cancelled and converted into the right to receive $2.60 per Share in cash, or
any higher price per Share paid pursuant to the Tender Offer, without interest
thereon.
The closing of the Merger will occur on the second business day after
the date on which the last of the closing conditions to the Merger contained in
the Merger Agreement has been satisfied or waived or on such other date as the
Company and Parent may agree. The Merger is subject to a number of conditions
set forth in the Merger Agreement.
Pursuant to the Merger Agreement, upon consummation of the Merger, (i)
the certificate of incorporation and bylaws of the Company in effect immediately
prior to the Effective Time of the Merger will be the certificate of
incorporation and bylaws of the Surviving Corporation until duly amended as
provided therein or by applicable law; (ii) the directors of Sub at the
Effective Time of the Merger will be the directors of the Surviving Corporation;
and (iii) the officers of the Company at the Effective Time of the Merger will
be the officers of the Surviving Corporation.
Pursuant to the Merger Agreement, the Company must pay Parent a fee of
$4.5 million in cash (the "Termination Fee") if the Merger Agreement is
terminated:
(i) by Parent, if Sub has not accepted for payment any Shares pursuant
to the Tender Offer and the Company breaches or fails to perform in any material
respect any of its representations, warranties, covenants or agreements
contained in the Merger Agreement, and this breach or failure to perform gives
rise to the failure of a condition to the Tender Offer that cannot be cured
within 30 days of receiving written notice from Parent (provided that Parent is
not then in material breach of the Merger Agreement);
(ii) by Parent, if the Company's Board of Directors withdraws or
modifies in a manner adverse to Parent its approval or recommendation of the
Tender Offer, the Merger or the Merger Agreement or fails to recommend that its
stockholders accept the Tender Offer or give the Company Stockholder Approval
(approval by holders of a majority of the outstanding shares of Company Common
Stock) or if the Company's Board of Directors fails to reaffirm publicly and
unconditionally its recommendation to the Company's stockholders within 10
business days of Parent's written request to do so; or
(iii) by the Company, if Sub has not accepted for payment any Shares
pursuant to the Tender Offer and the Company's Board of Directors has finally
determined to approve, endorse or recommend an Alternative Acquisition Proposal
that constitutes a Superior Company Proposal provided that the Company may not
terminate the Merger Agreement unless (1) the Company has complied with its
non-solicitation covenant, (2) at least five business days prior to terminating
the Merger Agreement, the Company has provided written notice to Parent advising
it that it has received a Superior Company Proposal it intends to accept,
specifying the material terms and conditions of such proposal, (3) the Company
has caused its financial and legal advisors to negotiate in good faith with
respect to any attempt or proposal by Parent to make such adjustments in the
financial terms of the Merger Agreement that are equal or superior to the
financial terms of the Superior Company Proposal and the Company and Parent have
not agreed upon any such adjustment, and (iv) the Company has paid or
concurrently pays the Termination Fee (provided the Company has paid or
concurrently pays to Parent the Termination Fee).
Certain stockholders of the Company (the "Major Stockholders"), who own
approximately 19.6% of the issued and outstanding Shares, have agreed,
pursuant to Stock Option and Tender Agreements, each dated June 1,
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2001 (collectively the "Stock Option and Tender Agreements") between Parent and
each of the Major Stockholders, to tender all their respective Shares and to
vote all their respective shares in favor of the merger and against any
alternative acquisition proposal. In addition, the Major Stockholders have
granted Parent an option to purchase (the "Option") and a proxy to vote their
respective Shares exercisable under certain conditions.
The preceding are summaries of certain principal terms of the Merger
Agreement and Stock Option and Tender Agreements and do not purport to be
complete. Reference is made to the full text of such agreements which are filed
as exhibits to this statement and are incorporated in this Schedule 13D by this
reference. The full text of the joint press release filed as an exhibit to this
statement is also incorporated in this Schedule 13D by this reference.
Except as set forth in this Item 4 or as provided in the Merger
Agreement or the Stock Option and Tender Agreements or as otherwise referred to
or described in this Schedule 13D, Parent has no present plan or proposal which
relates to or would result in any of the matters referred to in Items (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) By reason of its execution of the Stock Option and Tender
Agreements, Parent may be deemed to beneficially own 7,999,488 common shares, or
approximately 19.6% of the Company's Common Stock outstanding, which are held
by the Major Stockholders.
(c) Other than the execution of the Stock Option and Tender Agreements
on June 1, 2001, none of Parent or, to Parent's knowledge, any of the persons
named on the attached Schedule I, Schedule II or Schedule III have effected any
transactions in Company Common Stock in the past 60 days.
(d) - (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Reference is made to Item 4 above.
Except as provided in the Merger Agreement and the Stock Option and
Tender Agreements and as otherwise referred to or described in this Schedule
13D, to Parent's knowledge, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between Parent and the
Company or any other person with respect to any securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
*99(a)(1) Agreement and Plan of Merger dated as of June 1, 2001, among
United NewVentures, Inc., UNV Acquisition Corp. and
MyPoints.com, Inc.
*99(a)(2) Stock Option and Tender Agreement, dated June 1, 2001, by
United NewVentures, Inc. and Crystal Asset Management, LLC.
*99(a)(3) Stock Option and Tender Agreement, dated June 1, 2001, by
United NewVentures, Inc. and Mr. Noah Doyle.
*99(a)(4) Stock Option and Tender Agreement, dated June 1, 2001, by
United NewVentures, Inc. and Mr. Nat Goldhaber.
*99(a)(5) Stock Option and Tender Agreement, dated June 1, 2001, by
United NewVentures, Inc. and Mr. Steve Markowitz.
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*99(a)(6) Stock Option and Tender Agreement, dated June 1, 2001, by
United NewVentures, Inc. and Mr. Thomas R. Newkirk.
*99(a)(7) Stock Option and Tender Agreement, dated June 1, 2001, by
United NewVentures, Inc. and Mr. Larry Phillips.
*99(a)(8) Text of Joint Press Release dated June 1, 2001, issued by
United NewVentures, Inc. and MyPoints.com, Inc.
* Incorporated by reference to Schedule TO filed with the Securities and
Exchange Commission on June 13, 2001.
** Incorporated by reference to Schedule TO-C filed with the Securities and
Exchange Commission on June 4, 2001.
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SCHEDULE I
Information Concerning Executive Officers and
Directors of UAL Corporation
The current executive officers and directors of UAL Corporation ("UAL")
are listed below. The address of UAL is: UAL Corporation, 1200 E. Algonquin Rd.,
Elk Grove Township, Illinois 60007. Unless otherwise indicated, the business
address listed for each individual not principally employed by Parent is also
the address of the corporation or other organization which principally employs
that individual.
NAME PRESENT POSITION WITH UAL CITIZENSHIP
CORPORATE OFFICERS
------------------
Rono J. Dutta Director and President USA
James E. Goodwin Director, Chairman and Chief Executive USA
Officer
Douglas A. Hacker Executive Vice President and Chief USA
Financial Officer
William P. Hobgood Senior Vice President USA
Francesca M. Maher Senior Vice President, General Counsel USA
and Secretary
Andrew P. Studdert Executive Vice President and Chief USA
Operating Officer
Page 8 of 12
POSITION/PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT AND
NAME BUSINESS ADDRESS CITIZENSHIP
DIRECTORS
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John W. Creighton, Jr. Served as Chief Executive Officer and President USA
of Weyerhaeuser Company, a manufacturer of
forest products.
Frederick C. Dubinsky Chairman of the ALPA-MEC, a USA
labor union, and as a Captain for
United. The address for ALPA- MEC is
6400 Shafer Court, Suite 700, Rosemont,
Illinois 60018.
Rono J. Dutta Director and President USA
W. James Farrell Chairman of Illinois Tool Works, Inc. The USA
address for Illinois Tool Works, Inc. is 3600
West Lake Avenue, Glenview, Illinois 60025
James E. Goodwin Director, Chairman and Chief Executive Officer USA
Richard D. McCormick Chairman Emeritus of US West, Inc. The USA
address for US West, Inc. is 3200 Cherry Creek
South Drive, Suite 230, Denver, Colorado 80209.
James J. O'Connor Served as Chief Executive Officer of Unicom USA
Corporation and as Chief Executive Officer of
its wholly owned subsidiary Commonwealth
Edison Company.
Hazel R. O'Leary President and Chief Operating Officer of USA
Blaylock & Partners. The address for Blaylock
& Partners is 609 5th Avenue, Suite 911, New
York, New York 10017.
Deval L. Patrick Executive Vice President and General Counsel USA
The Coca Cola Company, Inc. The address for
The Coca Cola Company, Inc. is 1 Coca-Cola
Plaza, Georgia 30313.
John F. Peterpaul Served as General Vice President of IAM, a USA
labor union.
Paul E. Tierney, Jr. General Partner of Darwin Capital Partners, an USA
investment management firm and as the
Managing Member of Development Capital,
LLC, an investment management firm. The
address of Darwin Capital Partners and
Development Capital is 500 Park Avenue, Suite
510, New York, New York 10022.
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John K. Van de Kamp President of Thoroughbred Owners of USA
California, a trade association and as Of Counsel
for Dewey Ballantine, a law firm. The address
for the Thoroughbred Owners of California is
2260 Jimmy Durante Boulevard, Del Mar,
California 92014 and the address for Dewey
Ballantine is 333 South Grand Avenue, 26th
Floor, Los Angeles, California 90071.
Page 10 of 12
SCHEDULE II
Information Concerning Executive Officers and
Directors of United NewVentures, Inc.
The current executive officers and directors of United NewVentures, Inc.
("Parent") are listed below. The address of Parent is: United NewVentures,
Inc., 1200 E. Algonquin Rd., Elk Grove Township, Illinois 60007. Unless
otherwise indicated, the business address listed for each individual not
principally employed by Parent is also the address of the corporation or other
organization which principally employs that individual.
NAME POSITION WITH PARENT CITIZENSHIP
DIRECTORS AND EXECUTIVE
OFFICERS
--------
James E. Goodwin Director USA
Douglas A. Hacker Director and President USA
Francesca M. Maher Director, Vice President, General USA
Counsel and Secretary
Rick J. Poulton Chief Financial Officer and Treasurer USA
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SCHEDULE III
Information Concerning Executive Officers and
Directors of UNV Acquisition Corp.
The current executive officers and directors of UNV Acquisition Corp.
("Sub") are listed below. The address of Sub is: UNV Acquisition Corp.,
1200 E. Algonquin Rd., Elk Grove Township, Illinois 60007. Unless otherwise
indicated, the business address listed for each individual not principally
employed by Sub is also the address of the corporation or other organization
which principally employs that individual.
NAME PRESENT POSITION WITH SUB CITIZENSHIP
DIRECTORS AND
EXECUTIVE OFFICERS
------------------
James E. Goodwin Director USA
Douglas A. Hacker Director and President USA
Francesca M. Maher Director, Vice President, General Counsel USA
and Secretary
Rick J. Poulton Chief Financial Officer and Treasurer USA
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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.
UNV ACQUISITION CORP.
By: /s/ Douglas A. Hacker
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Name: Douglas A. Hacker
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Title: President
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UNITED NEWVENTURES, INC.
By: /s/ Douglas A. Hacker
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Name: Douglas A. Hacker
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Title: President
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UAL CORPORATION
By: /s/ Douglas A. Hacker
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Name: Douglas A. Hacker
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Title: Executive Vice President and Chief
Financial Officer
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Dated: June 13, 2001