-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FnxoEHhI2okNzSXAJp7MnZMZ2EFPF0LRpIqwBuO9pznZ/AgHxv9Rh41u1bIEoIgj XLKM3gTRgMDRjFuE/ZFh4g== /in/edgar/work/0000949308-00-000260/0000949308-00-000260.txt : 20001011 0000949308-00-000260.hdr.sgml : 20001011 ACCESSION NUMBER: 0000949308-00-000260 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001010 GROUP MEMBERS: CAPITAL GROUP INTERNATIONAL INC GROUP MEMBERS: CAPITAL GUARDIAN TRUST COMPANY GROUP MEMBERS: CAPITAL INTERNATIONAL S.A. GROUP MEMBERS: CAPITAL INTERNATIONAL, INC. GROUP MEMBERS: EMERGING MARKETS GROWTH FUND, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZORAN CORP \DE\ CENTRAL INDEX KEY: 0001003022 STANDARD INDUSTRIAL CLASSIFICATION: [3674 ] IRS NUMBER: 942794449 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-47739 FILM NUMBER: 737482 BUSINESS ADDRESS: STREET 1: 3112 SCOTT BOULEVARD STREET 2: SUITE 255 CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4089194111 MAIL ADDRESS: STREET 1: 3112 SCOTT BOULEVARD STREET 2: SUITE 255 CITY: SANTA CLARA STATE: CA ZIP: 95054 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL GROUP INTERNATIONAL INC CENTRAL INDEX KEY: 0000949308 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 954154357 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BOULEVARD 15TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90025-3384 BUSINESS PHONE: 2134869501 MAIL ADDRESS: STREET 1: CAPITAL GROUP INTERNATIONAL INC STREET 2: 11100 SANTA MONICA BLVD 15TH FL CITY: LOS ANGELES STATE: CA ZIP: 90025-3384 SC 13G/A 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Zoran Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 98975F101 (CUSIP Number) September 29, 2000 (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) 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 cover 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 ("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). 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Capital Group International, Inc. 95-4154357 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION California 5 SOLE VOTING POWER 1,560,900 6 SHARED VOTING POWER NUMBER OF SHARES NONE BENEFICIALL Y OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING 1,691,900 PERSON WITH: 8 SHARED DISPOSITIVE POWER NONE 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,691,900 Beneficial ownership disclaimed pursuant to Rule 13d-4 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.6% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Capital International, Inc. 95-4154361 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION California 5 SOLE VOTING POWER 138,100 6 SHARED VOTING POWER NUMBER OF SHARES NONE BENEFICIALL Y OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING 1,018,600 PERSON WITH: 8 SHARED DISPOSITIVE POWER NONE 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,018,600 Beneficial ownership disclaimed pursuant to Rule 13d-4 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.0% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA CUSIP: 98975F101 Page 3 of 10 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Emerging Markets Growth Fund, Inc. 95-4026510 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland 5 SOLE VOTING POWER 880,500 6 SHARED VOTING POWER NUMBER OF SHARES NONE BENEFICIALL Y OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING NONE PERSON WITH: 8 SHARED DISPOSITIVE POWER NONE 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 880,500 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IV SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 Amendment No. 1 Item 1(a) Name of issuer: Zoran Corporation Item 1(b) Address of issuer's principal executive offices: 3112 Scott Boulevard Santa Clara, CA 95054 Item 2(a) Name of person(s) filing: Capital Group International, Inc., Capital International, Inc. and Emerging Markets Growth Fund, Inc. Item 2(b) Address or principal business office or, if none, residence: 11100 Santa Monica Blvd. Los Angeles, CA 90025 Item 2(c) Citizenship: N/A Item 2(d) Title of class of securities: Common Stock Item 2(e) CUSIP No.: 98975F101 Item 3 If this statement is filed pursuant to sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filings is a: (d) [X] Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [X] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E). (g) [X] A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G). 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. See page 2 to 4 (a) Amount beneficially owned: (b) Percent of class: (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: (ii) Shared power to vote or to direct the vote: (iii) Sole power to dispose or to direct the disposition of: (iv) Shared power to dispose or to direct the disposition of: CUSIP: 98975F101 Page 5 of 10 Capital Group International, Inc. is the parent holding company of a group of investment management companies that hold investment power and, in some cases, voting power over the securities reported in this Schedule 13G. The investment management companies, which include a "bank" as defined in Section 3(a)6 of the Securities Exchange Act of 1934 (the "Act") and several investment advisers registered under Section 203 of the Investment Advisers Act of 1940, provide investment advisory and management services for their respective clients which include registered investment companies and institutional accounts. Capital Group International, Inc. does not have investment power or voting power over any of the securities reported herein; however, Capital Group International, Inc. may be deemed to "beneficially own" such securities by virtue of Rule 13d-3 under the Act. Capital International, Inc., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 is deemed to be the beneficial owner of 1,018,600 shares or 7.0% of the 14,589,000 shares of Common Stock believed to be outstanding as a result of acting as investment adviser to various investment companies and institutional accounts. Emerging Markets Growth Fund, Inc. , an investment company registered under the Investment Company Act of 1940, which is advised by Capital International, Inc., is the beneficial owner of 880,500 shares or 6.0% of the 14,589,000 shares of Common Stock believed to be outstanding. Item 5 Ownership of 5 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 5 percent of the class of securities, check the following: [ ] Item 6 Ownership of More than 5% 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 or Control Person. 1. Capital Guardian Trust Company is a bank as defined in Section 3(a)(6) of the Act and a wholly owned subsidiary of Capital Group International, Inc. 2. Capital International Research and Management, Inc. dba Capital International, Inc. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and is a wholly owned subsidiary of Capital Group International, Inc. CUSIP: 98975F101 Page 6 of 10 3. Capital International S.A. (CISA) does not fall within any of the categories described in Rule 13d-1-(b)(ii)(A-F) but its holdings of any reported securities come within the five percent limitation as set forth in a December 15, 1986 no-action letter from the Staff of the Securities and Exchange Commission to The Capital Group Companies, Inc. CISA is a wholly owned subsidiary of Capital Group International, Inc. 4. Capital International, Inc. serves as investment adviser to Emerging Markets Growth Fund, Inc., an investment company registered under the Investment Company Act of 1940. Item 8 Identification and Classification of Members of the Group: N/A Item 9 Notice of Dissolution of Group: N/A Item 10 Certification By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. Date: October 10, 2000 Signature: *David I. Fisher Name/Title: David I. Fisher, Chairman Capital Group International, Inc. Date: October 10, 2000 Signature: *David I. Fisher Name/Title: David I. Fisher, Vice Chairman Capital International, Inc. CUSIP: 98975F101 Page 7 of 10 Date: October 10, 2000 Signature: *David I. Fisher Name/Title: David I. Fisher, Vice Chairman Emerging Markets Growth Fund, Inc. *By Michael J. Downer Attorney-in-fact Signed pursuant to a Power of Attorney dated January 29, 1999 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Capital Group International, Inc. on February 10, 2000 with respect to Acclaim Entertainment, Inc. CUSIP: 98975F101 Page 8 of 10 AGREEMENT Los Angeles, CA September 29, 2000 Capital Group International, Inc. ("CGII"), Capital International Inc. ("CII") and Emerging Markets Growth Fund ("EMGF") hereby agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934 (the "Act") in connection with their beneficial ownership of Common Stock issued by Zoran Corporation. CGII, CII and EMGF state that they are each entitled to individually use Schedule 13G pursuant to Rule 13d-1(k) of the Act. CGII, CII and EMGF are each responsible for the timely filing of the statement and any amendments thereto, and for the completeness and accuracy of the information concerning each of them contained therein but are not responsible for the completeness or accuracy of the information concerning the others. CAPITAL GROUP INTERNATIONAL, INC. BY: *David I. Fisher David I. Fisher, Chairman Capital Group International, Inc. CAPITAL GUARDIAN TRUST COMPANY BY: *David I. Fisher David I. Fisher, Chairman Capital Guardian Trust Company EMERGING MARKETS GROWTH FUND BY: *David I. Fisher ---------------------------------------------------------------------- David I. Fisher, Vice Chairman Emerging Markets Growth Fund *By Michael J. Downer Attorney-in-fact CUSIP: 98975F101 Page 9 of 10 Signed pursuant to a Power of Attorney dated January 29, 1999 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Capital Group International, Inc. on February 10, 2000 with respect to Acclaim Entertainment, Inc. -----END PRIVACY-ENHANCED MESSAGE-----