Washington, D.C. 20549

                                Schedule TO

         Tender offer statement under Section 14(d)(1) or 13(e)(1)
                   of the Securities Exchange Act of 1934

                   , Inc.

                     (Name of Subject Company (issuer))

                           UNV ACQUISITION Corp.

                        a Wholly Owned Subsidiary of
                          United NewVentures, Inc.

                    (Names of Filing Persons (offerors))

                  Common Stock, Par Value $.001 Per Share

                               (CUSIP Number)

                            Christine Grawemeyer, Esq.
                               Senior Counsel
                              UAL Corporation
                           1200 E. Algonquin Road
                     Elk Grove Township, Illinois 60007
                               (847) 700-4000

               (Name, Address and Telephone Number of Person
             Authorized to Receive Notices and Communications)

                                  Copy to:

                   Elizabeth Raymond, Esq. and Marc F. Sperber, Esq.
                            Mayer, Brown & Platt
                          190 South LaSalle Street
                        Chicago, Illinois 60603-3441
                               (312) 782-0600

                         CALCULATION OF FILING FEE

 Transaction Valuation                                     Amount of Filing Fee
- -------------------------------------------------------------------------------
    Not Applicable                                             Not Applicable
- -------------------------------------------------------------------------------

[ ]    Check the box if any part of the fee is offset as provided by Rule
       0-11(a)(2) and identify the filing with which the offsetting fee was
       previously paid. Identify the previous filing registration statement
       number, or the Form or Schedule and the date of its filing.

            Amount Previously Paid:     N/A       Filing Party:    N/A

            Form or Registration No.:   N/A       Date Filed:      N/A

[ ]    Check the box if the filing relates solely to preliminary
       communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which
the statement relates:

          [X] third-party tender offer       [ ] going-private transaction
              subject to Rule 14d-1.             subject to Rule 13e-3.

          [ ] issuer tender offer subject    [ ] amendment to Schedule 13D
              to Rule 13e-4.                     under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]

Item 12. Exhibits

Text of Press Release issued by United NewVentures, Inc. and, Inc.
on June 4, 2001.

                                          Contact:    United Airlines
                                                      Andy Plews

                                                      Middleberg Euro RSCG
                                                      Jim Bolen

                                                      Geoff Ossias
                                                      415/676-3700 x2210

                                                      G.S. Schwartz & Co.
                                                      Rachel Peters

                           COMPANY, MYPOINTS.COM

         CHICAGO and SAN FRANCISCO, June 4, 2001 - United NewVentures, a
wholly owned subsidiary of UAL Corporation (NYSE: UAL) responsible for
United Airlines' Internet initiatives and investments, and
(NASDAQ: MYPT), today announced they have signed a merger agreement. is a leading Internet direct marketing and membership services
company, known for its database-driven loyalty infrastructure. Under the
terms of the merger agreement approved by's Board of
Directors, a subsidiary of United NewVentures will commence a cash tender
offer to purchase all outstanding shares of common stock of
for $2.60 per share. The transaction is subject to customary conditions,
including the valid tender of at least a majority of's
outstanding shares on a fully diluted basis. Following completion of the
tender offer, any shares not purchased in the tender offer will be acquired
for the same price in cash in a second-step merger.
's strong direct marketing capabilities will provide
new tailored communications solutions to and Mileage Plus
members. In addition, the proposed acquisition allows United NewVentures
and to together build


United NewVentures to Acquire Leading Internet Direct Marketing
and Membership Services Company,
Page 2

new services for their combined customer base.'s already
active MyPoints(R) Program members will now have access to offers from
United Airlines. One feature of the new relationship will begin immediately
as United Airlines and have entered into a redemption
agreement enabling MyPoints(R) Program members to redeem their points for
travel awards on United Airlines.

         "United NewVentures is committed to the development of new
technologies that improve convenience and choice for our customers and
enhance our core business. This proposed acquisition will allow us to
communicate our special offers, upgrades and fares more effectively with
our existing customers and also reach out to an expanded audience of new
customers," said Doug Hacker, President of United NewVentures.
"'s strong direct marketing capabilities and active user base
make it a perfect complement to United's commitment to better serve our

         "The proposed combination will create an even more powerful direct
marketing organization, with a highly motivated consumer list and a suite
of database-driven online media products that should be compelling to any
advertiser," said John Fullmer, Chairman and CEO of
"MyPoints(R) Program members will also gain access to special offers and
travel awards from United Airlines, and's advertising clients
will benefit from an expanded base of motivated consumers."

 will continue operations as a separate company
headquartered in San Francisco with the technology center remaining in
Schaumburg, IL.

 (Nasdaq: MYPT) is a leading provider of Internet
direct marketing and membership services. The Company's flagship
MyPoints(R) Program features a True Opt-in(R) database of members and
provides advertisers with an integrated suite of targeted media
products--including HTML-enhanced email and dynamically-served Web offers.
The Company has sales offices in cities nationwide. For detailed product
information please call 1-800-890-9351, 212-699-8050, ext. 7702 from
outside North America, or visit at


United NewVentures to Acquire Leading Internet Direct Marketing
and Membership Services Company,
Page 3

About United Airlines

         United Airlines offers nearly 2,300 flights a day on a network
that spans the globe. United's Web site is

About United NewVentures

         United NewVentures, founded in October 2000, is a wholly owned
subsidiary of UAL Corp. that was created to focus the airline's Internet
initiatives and investments into one company. United NewVentures provides
United's customers with the latest technologies and services for their
business and leisure travel needs. These services are provided in part
through, the official Web site for United Airlines, which allows
passengers to research flight, schedule and fare information and purchase
travel on over 500 airlines worldwide.

                                  -- UA --

         The tender offer described in this press release has not yet
commenced, and this press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. Any tender offer will be made
only through an offer to purchase and related letter of transmittal. United
NewVentures intends to file a tender offer statement on Schedule TO with
the Securities and Exchange Commission no later than June 15, 2001.
Investors and security holders are strongly advised to read the tender
offer statement regarding the tender offer referred to in this press
release, if and when such document is filed and becomes available, because
it will contain important information.
         Any such tender offer statement would be filed by United
NewVentures with the SEC. Investors and security holders may obtain a free
copy of the tender offer statement (if and when filed and available) and
other relevant documents on the SEC's web site at . Any such tender offer
statement and related materials may also be obtained for free by directing
such requests to United NewVentures at (847) 700-1923.