UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
EasyLink Services Corporation
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(Name of Issuer)
Class A Common Stock, par value $.01 per share
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(Title of Class of Securities)
27784T 20 0
------------
(CUSIP Number)
Kevin S. Moore
President
The Clark Estates, Inc.
One Rockefeller Plaza, 31st Floor
New York, New York 10020
(212) 977-6900
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Jeffrey E. LaGueux, Esq.
Patterson, Belknap, Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036-6710
(212) 336-2000
May 1, 2003
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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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are 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).
(Page 1 of 7 pages)
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CUSIP NO.
27784T 20 0
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NAME OF REPORTING PERSON
1. I.R.S IDENTIFICATION NO. OF ABOVE PERSON
The Clark Estates, Inc.
13-5524538
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
2. (b) [X]
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3. SEC USE ONLY
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SOURCE OF FUNDS
4. OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5. TO ITEMS 2(d) OR 2(e) [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6. New York
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7. SOLE VOTING POWER
5,589,020
NUMBER OF --------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING --------------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH
5,589,020
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10. SHARED DISPOSITIVE POWER
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11. 5,589,020
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12. SHARES [ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13. 13.1%
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TYPE OF REPORTING PERSON
14. CO
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(Page 2 of 7 pages)
AMENDMENT NO. 4
TO
SCHEDULE 13D
This Amendment No. 4 is filed in accordance with Rule 13d-2 of
the Securities Exchange Act of 1934, as amended, by the Reporting Person and
refers only to information which has materially changed since the filing of
Amendment No. 3 to Schedule 13D by the Reporting Person on February 11, 2002.
The items identified below, or the particular paragraphs of such items which are
identified below, are amended to add the information as set forth below.
Capitalized terms not otherwise defined herein have the meanings ascribed to
them in the original Schedule 13D or the amendments thereto.
ITEM 2. IDENTITY AND BACKGROUND
Schedule I sets forth the information required by Items 2(a) -
(c) and 2(f) of Schedule 13D for each executive officer and director of the
Reporting Person.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Effective as of April 30, 2003, Federal Partners, L.P.
("Federal Partners") purchased from the Issuer in a private placement
transaction 1,923,077 shares of Class A Common Stock (the "Purchased Shares")
for an aggregate purchase price of $1,000,000 pursuant to a Common Stock
Purchase Agreement (the "Stock Purchase Agreement").
Effective as of May 1, 2003, Federal Partners exchanged its
10% Senior Convertible Note, dated as of January 8, 2001, the original principal
amount of which was $5,000,000, into an aggregate of 2,500,000 shares of Class A
Common Stock (the "Exchanged Shares" and collectively with the Purchased Shares,
the "Shares") pursuant to a Debt Exchange Agreement (the "Debt Exchange
Agreement").
Federal Partners is a limited partnership, the general partner
of which is Ninth Floor Corporation. The Reporting Person provides management
and administrative services to Federal Partners. The purchase price for the
Purchased Shares was provided by funds available for investment by accounts for
which the Reporting Person provides management and administrative services.
In connection with the Stock Purchase Agreement, the Issuer
agreed pursuant to a Registration Rights Agreement (the "Registration Rights
Agreement") to file a Registration Statement with the Securities and Exchange
Commission with respect to the Shares and certain other shares of Common Stock
issued in connection with this private placement.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of the Shares was for
investment. The Reporting Person currently does not have any plans or proposals
of the type set forth in Paragraphs (a) through (j) of Item 4 of Schedule 13D,
except that the Reporting Person may acquire additional shares of the Class A
Common Stock in open market transactions for investment purposes and
(Page 3 of 7 pages)
may dispose of shares of Class A Common Stock in open market transactions or
otherwise. Any decision of the Reporting Person either to purchase additional
shares of the Class A Common Stock or to dispose of any of such shares will take
into account various factors, including general economic and stock market
conditions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The 5,589,020 shares of Class A Common Stock beneficially
owned by the Reporting Person (5,394,640 of which are held of record by Federal
Partners) constitute approximately 13.1% of the outstanding shares of Class A
Common Stock (based upon an aggregate of 42,738,720 outstanding shares of the
Class A Common Stock as of May 1, 2003, as disclosed by the Issuer to the
Reporting Person).
(b) The Reporting Person has the sole power to vote or to
direct the vote and to dispose of or direct the disposition of all of the
Shares.
(d) The accounts referred to in Item 3 have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Except for the Stock Purchase Agreement, the Debt Exchange
Agreement, the Registration Rights Agreement, and except as set forth in the
Reporting Person's initial filing on Schedule 13D and the amendments thereto,
neither the Reporting Person nor (to the best knowledge of the Reporting Person)
any of its executive officers or directors has any contract, arrangement,
understanding or relationship (legal or otherwise) with any person with respect
to any securities of the Issuer, including but not limited to the transfer or
voting of any of such securities, finder's fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, division of profits or losses,
or the giving or withholding of proxies.
(Page 4 of 7 pages)
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: May 8, 2003 THE CLARK ESTATES, INC.
By: /s/ Kevin S. Moore
--------------------
Name: Kevin S. Moore
Title: President
(Page 5 of 7 pages)
Schedule I
DIRECTORS AND EXECUTIVE OFFICERS OF THE CLARK ESTATES, INC.
NAME, PRINCIPAL BUSINESS AND
NAME PRINCIPAL OCCUPATION ADDRESS OF EMPLOYER
Jane Forbes Clark Chairman and Director The Clark Estates, Inc.
Management Services
One Rockefeller Plaza, 31st Floor
New York, New York 10020
Kevin S. Moore President and Director The Clark Estates, Inc.
Management Services
One Rockefeller Plaza, 31st Floor
New York, New York 10020
Anne L. Peretz Director The Clark Estates, Inc.
Management Services
One Rockefeller Plaza, 31st Floor
New York, New York 10020
Eric L. Straus Senior Vice President The Clark Estates, Inc.
and Director Management Services
One Rockefeller Plaza, 31st Floor
New York, New York 10020
Marshall F. Wallach Director, The Clark Estates, Inc. The Wallach Corporation
Investment Banking
President, The Wallach Corporation 1401 17th Street,Suite 750
Denver, Colorado 8020 2
Richard C. Vanison Vice President and The Clark Estates, Inc.
Treasurer Management Services
One Rockefeller Plaza, 31st Floor
New York, New York 10020
William T. Burdick Secretary The Clark Estates, Inc.
Management Services
One Rockefeller Plaza, 31st Floor
New York, New York 10020
(Page 6 of 7 pages)
NAME, PRINCIPAL BUSINESS AND
NAME PRINCIPAL OCCUPATION ADDRESS OF EMPLOYER
Stephen M. Duff Chief Investment Officer The Clark Estates, Inc.
Management Services
One Rockefeller Plaza, 31st Floor
New York, New York 10020
All of the executive officers and directors of The Clark Estates, Inc. are
United States citizens.
(Page 7 of 7 pages)