UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
IMPROVENET, INC.
--------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
--------------------------------------------------------------------
(Title of Class of Securities)
45321E 10 6
------------------------------------------------------
(CUSIP Number)
JANUARY 27, 2003
------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
| | 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 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 (the "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).
*SEE INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE 13G
CUSIP No. 45321E 10 6 PAGE 2 OF 11 PAGES
1 NAME OF REPORTING PERSON
/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GE CAPITAL EQUITY INVESTMENTS, INC.
06-1268495
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12 TYPE OF REPORTING PERSON*
CO
CUSIP No. 45321E 10 6 PAGE 3 OF 11 PAGES
1 NAME OF REPORTING PERSON
/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ELECTRIC CAPITAL CORPORATION
13-1500700
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12 TYPE OF REPORTING PERSON*
CO
CUSIP No. 45321E 10 6 PAGE 4 OF 11 PAGES
1 NAME OF REPORTING PERSON
/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ELECTRIC CAPITAL SERVICES, INC.
06-1109503
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE, U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12 TYPE OF REPORTING PERSON*
CO
CUSIP No. 45321E 10 6 PAGE 5 OF 11 PAGES
1 NAME OF REPORTING PERSON
/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ELECTRIC COMPANY
14-0689340
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK, U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13G
Item 1.
(a) NAME OF ISSUER: ImproveNet, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
720 Bay Road, Suite 200
Redwood City, California 94063-2469
Item 2.
1. (a) - (c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS
OFFICE; AND CITIZENSHIP:
GE Capital Equity Investments, Inc.
120 Long Ridge Road
Stamford, Connecticut 06927
Citizenship: Delaware
(d) TITLE OF CLASS OF SECURITIES: Common Stock, par value
$0.001 per share
(e) CUSIP NUMBER: 45321E 10 6
2. (a) - (c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS
OFFICE; AND CITIZENSHIP:
General Electric Capital Corporation
260 Long Ridge Road
Stamford, Connecticut 06927
Citizenship: Delaware
(d) TITLE OF CLASS OF SECURITIES: Common Stock, par value
$0.001 per share
(e) CUSIP NUMBER: 45321E 10 6
3. (a) - (c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS
OFFICE; AND CITIZENSHIP:
General Electric Capital Services, Inc.
260 Long Ridge Road
Stamford, Connecticut 06927
Citizenship: Delaware
(d) TITLE OF CLASS OF SECURITIES: Common Stock, par value
$0.001 per share
(e) CUSIP NUMBER: 45321E 10 6
4. (a) - (c) NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS
OFFICE; AND CITIZENSHIP:
General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut 06431
Citizenship: New York
(d) TITLE OF CLASS OF SECURITIES: Common Stock, par value
$0.001 per share
(e) CUSIP NUMBER: 45321E 10 6
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(15 U.S.C. 78o);
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c);
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act (15 U.S.C. 78c);
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act (15 U.S.C. 80a-8);
(e) [ ] An investment advisor in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person, in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
If this statement is filed pursuant to ss. 240.13d-1(c), check this box. [ ]
Item 4. OWNERSHIP:
As disclosed in the Joint Schedule TO/13E-3 filed by the
Issuer on December 4, 2002 as amended through January 8,
2003, (the "Offer to Purchase") the Issuer offered to
purchase any and all outstanding shares of Common Stock at
a purchase price of $0.14 per share of Common Stock, net
to the seller in cash. Pursuant to the Offer to Purchase
and the related Letter of Transmittal, the Reporting
Persons tendered all shares of Common Stock beneficially
owned on January 2, 2003 and received payment for such
tendered shares on January 27, 2003. Therefore, as of
January 27, 2003, the Reporting Persons no longer
beneficially owned any shares of Common Stock.
1. GE Capital Equity Investments, Inc.
(a) AMOUNT BENEFICIALLY OWNED: 0 shares of Common Stock.
(b) PERCENT OF CLASS: 0%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition
of:
0
(iv) shared power to dispose or to direct the disposition
of:
0
2. General Electric Capital Corporation
(a) AMOUNT BENEFICIALLY OWNED: 0 shares of Common Stock.
(b) PERCENT OF CLASS: 0%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition
of:
0
(iv) shared power to dispose or to direct the disposition
of:
0
3. General Electric Capital Services, Inc.
(a) AMOUNT BENEFICIALLY OWNED: 0
(b) PERCENT OF CLASS: 0%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition
of:
0
(iv) shared power to dispose or to direct the disposition
of:
0
4. General Electric Company
(a) AMOUNT BENEFICIALLY OWNED: 0
(b) PERCENT OF CLASS: 0%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote:
0 shares of Common Stock.
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition
of:
0 shares of Common Stock.
(iv) shared power to dispose or to direct the disposition
of:
0
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 [X].
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Not applicable.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY:
Not applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
See Exhibit 1 for Joint Filing Agreement.
Item 9. NOTICES OF DISSOLUTION OF GROUP:
Not applicable.
Item 10. CERTIFICATION:
Not applicable.
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: February 13, 2003
GE CAPITAL EQUITY INVESTMENTS, INC.
By: /s/ Peter J. Muniz
--------------------------------
Name: Peter J. Muniz
Title: Senior Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Peter J. Muniz
--------------------------------
Name: Peter J. Muniz
Title: Department Operations Manager
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Peter J. Muniz
--------------------------------
Name: Peter J. Muniz
Title: Attorney-in-fact
GENERAL ELECTRIC COMPANY
By: /s/ Peter J. Muniz
--------------------------------
Name: Peter J. Muniz
Title: Attorney-in-fact