To: TechHunter who wrote (9 ) 3/21/1999 9:24:00 AM From: TechHunter Read Replies (1) | Respond to of 66
Excerpt from TFSM (24x7 Media) SEC Filing..... Big Flower Holdings has 14.3% of Outstanding shares... Ownership After Offering Ownership Prior to Ownership After and Over-Allotment Offering Offering (2) Shares Option (3) ------------------------ ------------------------ Subject to ----------------------- Over- Number Number Allotment Number Beneficial Owner(1) of Shares Percentage of Shares Percentage Option of Shares Percentage - -------------------------- ----------- ------------ ----------- ------------ ----------- ----------- ----------- David J. Moore (4) (5) 8.5% R. Theodore Ammon (6) 14.3 Yale R. Brown (4) (7) 7.2 Jacob I. Friesel (4) 6.9 C. Andrew Johns (4) (8) * Garrett P. Cecchini (4) 6.9 Scott E. Cohen (4) 5.5 David Chaney (9) 14.3 Michael P. Paolucci (10) 7.3 Jack L. Rivkin (11) 21.0 Charles W. Stryker -- Trinity Ventures (12) 6.2 All directors and executive officers as a group (9 persons) 64.2% - ---------------- * Represents less than 1% of the outstanding Common Stock. (1) Applicable percentage ownership is based on shares of Common Stock outstanding as of May 31, 1998 (which assumes full conversion of the Series A Preferred Stock). Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities, subject to community property laws, where applicable. Shares of Common Stock subject to options or warrants that are presently exercisable within 60 days of May 31, 1998 and beneficially owned by the person holding such options and warrants are treated as outstanding for the purpose of computing the percentage ownership for such person are treated as outstanding, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. (2) Assumes that the Underwriters' over-allotment option to purchase up to shares is not exercised. (3) Assumes that the Underwriters' over-allotment option to purchase shares is exercised in full. (4) The address of Messrs. Moore, Brown, Friesel, Johns, Cecchini and Cohen is c/o 24/7 Media, Inc., 1250 Broadway, New York, New York 10001. (5) Represents shares, Class A warrants to purchase shares and Class B warrants to purchase shares. Includes shares of Common Stock owned by Mr. Moore's wife, as to which Mr. Moore expressly disclaims beneficial ownership. (6) Represents shares, Class A warrants to purchase shares and Class B warrants to purchase shares held by Big Flower Digital Services, Inc., an indirect subsidiary of Big Flower Holdings, Inc. Mr. Ammon is the Chairman of the Board of Directors of the Company and of Big Flower Holdings, Inc.Mr. Ammon does not own any shares of Common Stock of the Company in his individual capacity and expressly disclaims beneficial ownership of the shares held by Big Flower Digital Services, Inc. The address of each of these entities is c/o Big Flower Holdings, Inc., 3 East 54th Street, New York, New York 10022.