SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Marketing Services Group, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
570907 10 5
(CUSIP Number)
December 31, 2001
(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)
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* 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 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 (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).
CUSIP No. 570907 10 5 13G Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
CMGI, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(See Instructions)
(b) [_]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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SOLE VOTING POWER
5
NUMBER OF 0 shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
0 shares
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 0 shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
0 shares
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions) [_]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12 TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP No. 570907 10 5 13G Page 3 of 5 Pages
Item 1(a). Name of issuer:
Marketing Services Group, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
333 Seventh Avenue, 20th Floor, New York, NY 10001
Item 2(a). Name of Person Filing:
CMGI, Inc.
Item 2(b). Address of Principal Offices or, if None, Residence:
100 Brickstone Square, Andover, MA 01810
Item 2(c). Citizenship:
Delaware
Item 2(d). Title of Class of Securities:
Common Stock, $0.01 par value
Item 2(e). CUSIP Number:
570907 10 5
Item 3. If the statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(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) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(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).
CUSIP No. 570907 10 5 13G Page 4 of 5 Pages
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
0 shares
(b) Percent of class:
0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
0 shares
(ii) Shared power to vote or direct the vote:
0 shares
(iii) Sole power to dispose or to direct the disposition of:
0 shares
(iv) Shared power to dispose or to direct the disposition of:
0 shares
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 or
Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
Not applicable.
CUSIP No. 570907 10 5 13G Page 5 of 5 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.
February 14, 2002
-----------------------------------
(Date)
CMGI, INC.
/S/ George A. McMillan
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By: George A. McMillan
Its: Chief Financial Officer and
Treasurer