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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
1-800-FLOWERS.COM, Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
68243Q
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(CUSIP Number)
12/31/01
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(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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(1) 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).
CUSIP No. 68243Q SCHEDULE 13G Page 2 of 4 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James F. McCann
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
30,618,105 (1)
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,000,000 (1)(2)
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 30,618,105 (1)
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,000,000 (1)(2)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,618,105
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[x](3)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
51.0% (4)
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12 TYPE OF REPORTING PERSON*
IN
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(1) All shares of Class A Common Stock indicated as beneficially owned by Mr.
McCann are, as of the date of this Schedule 13G, held as shares of Class B
Common Stock. The Class B Common Stock has ten votes per share on all matters
subject to the vote of stockholders. The Class B Common Stock is convertible at
any time into an equal number of shares of Class A Common Stock at the option of
the holder thereof. Also includes 32,000 shares of Class A Common Stock subject
to currently vested options and options that vest within 60 days.
(2) Shares indicated are held by a limited partnership, of which Mr. McCann is a
limited partner.
(3) Excludes 3,875,000 shares of class B common stock for which Mr. McCann
disclaims beneficial ownership that is held by a limited partnership over which
he does not exercise control.
(4)Based on 27,456,889 shares of Class A Common Stock outstanding on the date
hereof.
Item 1.
(a) Name of Issuer: 1-800-FLOWERS.COM, Inc.
(b) Address of Issuer's Principal Executive Offices:
1600 Stewart Ave
Westbury, NY 11590
Item 2.
(a) - (c) Name, Address of Principal Business Offices, and Citizenship of
Persons Filing:
James F. McCann
1600 Stewart Ave
Westbury, NY 11590
Citizenship: USA
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 68243Q
Item 3.
N/A
Item 4. Ownership
The information in items 1 and 5 through 11 on the cover page (p. 2) of
this Schedule 13G (regarding the holdings of James F. McCann) is hereby
incorporated by reference.
Item 5. Ownership of Five Percent or Less of a Class
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
N/A
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that that information set forth in this statement is true, complete and
correct.
2/12/02
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Date
/s/ James F. McCann
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Signature
James F. McCann / Chairman and Chief Executive Officer
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power or attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)