SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BANK OF AMERICA CORP /DE/

(Last) (First) (Middle)
BANK OF AMERICA CORPORATE CENTER
100 N TRYON ST

(Street)
CHARLOTTE NC 28255

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CMGI INC [ CMGI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 3,897,335 I See Note(1)
Common Stock 08/17/2004 S 25,000 D $1.22 58,875 I See Note(2)
Common Stock 08/18/2004 S 42,158 D $1.21 16,717 I See Note(2)
Common Stock 0 I See Note(3)
Common Stock 68,074 I See Note(4)
Common Stock 26,440 I See Note(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
BANK OF AMERICA CORP /DE/

(Last) (First) (Middle)
BANK OF AMERICA CORPORATE CENTER
100 N TRYON ST

(Street)
CHARLOTTE NC 28255

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BANKAMERICA INVESTMENT CORP

(Last) (First) (Middle)
231 SOUTH LASALLE STREET

(Street)
CHICAGO IL 60697

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Fleet National Bank

(Last) (First) (Middle)
100 FEDERAL STREET

(Street)
BOSTON MA 02110

(City) (State) (Zip)
Explanation of Responses:
1. These securities are owned by BankAmerica Investment Corporation, which is a member of a "group" with other stockholders of the Issuer for purposes of Section 13(d) of the Securities Exchange Act of 1934. These securities may be deemed to be indirectly owned by Bank of America Corporation by virtue of Bank of America Corporation's 100% ownership of BankAmerica Investment Corporation. Bank of America Corporation disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
2. These securities are owned by FSC Corp. These securities may be deemed to be indirectly owned by Bank of America Corporation by virtue of Bank of America Corporation's 100% ownership of FSC Corp. Bank of America Corporation dislcaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
3. Fleet National Bank, as trustee of both the Abegail L. Moore Trust and the Alexander S. Moore Trust, is a member of the Section 13(d) "group" along with certain other stockholders of the Issuer. Fleet National Bank does not have a pecuniary interest in any shares of the Issuer.
4. These securities are beneficially owned by BAS Capital Funding Corporation. These securities may be deemed to be indirectly owned by Bank of America Corporation, by virtue of its 100% ownership of BAS Capital Funding Corporation. Bank of America Corporation disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
5. These securities are owned by Banc of America Securities LLC. Banc of America Securities LLC is a wholly-owned subsidiary of NationsBank Montgomery Holdings Corporation, which is a wholly-owned subsidiary of NB Holdings Corporation, which is a wholly-owned subisidary of Bank of America Corporation. NationsBank Montgomery Holdings Corporation, NB Holdings Corporation, and Bank of America Corporation disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
/s/ Debra M. Ingraham, Attorney-in-Fact, Bank of America Corporation 08/19/2004
/s/ Debra M. Ingraham, Attorney-in-Fact, BankAmerica Investment Corporation 08/19/2004
/s/ Debra M. Ingraham, Attorney-in-Fact, Fleet National Bank 08/19/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
(Page 3 of 5)

EXHIBIT 99.1

JOINT FILER INFORMATION

Name:

BankAmerica Investment Corporation

231 So. LaSalle Street

Chicago, IL 60679

Designated Filer:

Bank of America Corporation

Issuer and Ticker Symbol:

CMGI, Inc. (CMGI)

Date of Event Requiring Statement:

August 17, 2004

Signature:

BANKAMERICA INVESTMENT CORPORATION

 

By: /s/ Debra M. Ingraham

Debra M. Ingraham

Attorney-in-Fact

 

 

Name:

Fleet National Bank

175 Federal Street, 10th Floor

Boston, MA 02110

Designated Filer:

Bank of America Corporation

Issuer and Ticker Symbol:

CMGI, Inc. (CMGI)

Date of Event Requiring Statement:

August 17, 2004

Signature:

Fleet National Bank

 

By: /s/ Debra M. Ingraham

Debra M. Ingraham

Attorney-in-Fact

 

 

 

 

POWER OF ATTORNEY

Exhibit 24.1

LIMITED POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Debra M. Ingraham, Michael B. McNulty and Michael J. Denny, or any of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as 10% beneficial owners of CMGI, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned are no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of this 19th day of August, 2004.

 

BANK OF AMERICA CORPORATION

By:/s/ Charles F. Bowman

Charles F. Bowman

Senior Vice President