-----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, TvfgHp6jKcgdgjKaVNjg06RA6jd+gXuZNXwcVqpWiA4gxoYXMz5TXxz1LWEUeDSM u5Mzkja6/rKLJzoYjeDuwg== 0000932440-05-000476.txt : 20050926 0000932440-05-000476.hdr.sgml : 20050926 20050923185050 ACCESSION NUMBER: 0000932440-05-000476 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050926 DATE AS OF CHANGE: 20050923 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Intermix Media, Inc. CENTRAL INDEX KEY: 0001088244 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL- COMPUTER & PRERECORDED TAPE STORES [5735] IRS NUMBER: 061556248 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57811 FILM NUMBER: 051101499 BUSINESS ADDRESS: STREET 1: 6060 CENTER DRIVE, SUITE 300 CITY: LOS ANGELES STATE: CA ZIP: 90045 BUSINESS PHONE: 3102151001 MAIL ADDRESS: STREET 1: 6060 CENTER DRIVE, SUITE 300 CITY: LOS ANGELES STATE: CA ZIP: 90045 FORMER COMPANY: FORMER CONFORMED NAME: EUNIVERSE INC DATE OF NAME CHANGE: 19990608 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENSPAN BRAD D CENTRAL INDEX KEY: 0001105948 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: EUNIVERSE INC STREET 2: 101 N PLAINS INDUSTRIAL RD CITY: WALLINSFORD STATE: CT ZIP: 06492 BUSINESS PHONE: 2032656412 MAIL ADDRESS: STREET 1: 264 SOUTH LA CIENEGA STREET 2: SUITE 1218 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 SC 13D/A 1 sc13d-a_61968.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* Intermix Media, Inc. ------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share ------------------------------------------- (Title of Class of Securities) 298412107 ------------------------------------------- (CUSIP Number) Jay R. Schifferli, Esq. Kelley Drye & Warren LLP 8000 Towers Crescent Drive, Suite 1200 Vienna, VA 22182 (703) 918-2300 ------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 22, 2005 ------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box: |X| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. * 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). 1 - --------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Brad D. Greenspan - --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - --------- ---------------------------------------------------------------------- 3 SEC USE ONLY - --------- ---------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - --------- ---------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |_| - --------- ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------- ------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 3,988,000 SHARES -------- --------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH REPORTING -------- --------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 3,988,000 -------- --------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - --------- ---------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,988,000 - --------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |X| - --------- ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 11.3% - --------- ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - --------- ---------------------------------------------------------------------- 2 ITEM 4. PURPOSE OF TRANSACTION This Amendment No. 3 to Schedule 13D has been made because Brad D. Greenspan has publicly stated his opposition to the acquisition of Intermix Media, Inc. by News Corporation (the "News Corp Acquisition"). As a result, he may be deemed to hold shares of Intermix Media, Inc. common stock with a purpose or effect of changing or influencing control of Intermix. In addition, on September 23, 2005 Freemyspace LLC submitted an offer to Intermix to acquire a significant interest in Intermix (the "New Transaction"). Mr. Greenspan is the lead investor in the Freemyspace LLC. Mr. Greenspan may hereafter solicit proxies (1) against the News Corp Acquisition and (2) in support of the New Transaction. As described below, Mr. Greenspan intends to file a proxy statement with the Securities and Exchange Commission with respect to any such solicitation. A summary of the New Transaction follows: Q. Who will make the acquisition? A. A new entity, called Freemyspace LLC, will be formed for the purpose of consummating the New Transaction. Freemyspace will be owned by an investment group led by Mr. Greenspan. Mr. Greenspan will contribute all of his shares of Intermix common stock to Freemyspace. Q. What will Intermix stockholders receive in the New Transaction? A. Intermix stockholders will be able to sell up to one-half of their shares of Intermix, at their option, at a price of $13.50 per share. Intermix stockholders will retain the remainder of their shares, which will enable them to continue to participate in the ownership of MySpace.com, Inc. Q. Will Mr. Greenspan sell shares in the New Transaction? A. No. Mr. Greenspan will cause Freemyspace to retain all of its Intermix shares, and it will NOT exchange any of its Intermix shares for cash. As noted above, Mr. Greenspan will contribute all of his Intermix shares to Freemyspace prior to the New Transaction. Q. Why does Mr. Greenspan support the New Transaction? A. Mr. Greenspan believes that the News Corp Acquisition does not provide sufficient value to the stockholders of Intermix and that the Intermix Board of Directors did not take undertake sufficient efforts to obtain the maximum value for stockholders. Specifically, Mr. Greenspan believes that the recently reported operating statistics for MySpace.com support his contention that the purchase price in the News Corp Acquisition is insufficient. For example, Nielsen Netratings reports that online display advertising for Myspace.com rose from 6.3% of all online advertising impressions delivered online in May 2005 to 12.9% in August 2005. As another example, News Corp recently announced the acquisition of IGN (an online video game company) at a higher valuation than Intermix, notwithstanding that IGN has lower revenue, lower net income, lower monthly site visits and slower user growth than MySpace.com. 3 Additionally, Mr. Greenspan is disappointed with the process that resulted in the News Corp Acquisition and the proxy statement for the stockholder meeting called to consider and act upon the News Corp Acquisition, since he believes that an auction for the company should have been held and that the proxy statement issued by Intermix does not adequately explain management's conflicts of interest in supporting the News Corp Acquisition. Prior to deciding to propose the New Transaction, Mr. Greenspan discussed the News Corp Acquisition with several stockholders who expressed their disappointment with the News Corp Acquisition and communicated to him their intention to vote against the News Corp Acquisition. Mr. Greenspan expects, subject to compliance with applicable law, to discuss opposition to the News Corp Acquisition with additional Intermix stockholders. Q. What plans does Mr. Greenspan have for the future business and management of Intermix? A. Mr. Greenspan supports the exercise by Intermix of its option to acquire all of the ownership interests in MySpace, Inc. Once that process is completed, Mr. Greenspan supports focusing the company's business on MySpace.com and selling Intermix' non-core assets to provide additional working capital to fund expansion, marketing and, potentially, strategic acquisitions for MySpace. Mr. Greenspan would like the management team of MySpace.com, Inc. to become the executive team of Intermix after MySpace becomes wholly-owned by Intermix. Also, Mr. Greenspan supports the removal of most or all of the Intermix Board of Directors, but he has not yet determined which, if any, directors he believes should remain with Intermix or who he might suggest nominating as replacement directors. Q. How will the New Transaction be financed? A. Mr. Greenspan, on behalf of Freemyspace, has held discussions with private equity investors who have expressed interest in financing the New Transaction. The amount of financing will include (1) the cost of paying for the shares of Intermix to be acquired from the current Intermix stockholders at $13.50 per share, (2) the cost of funding the option exercise price for the shares of MySpace.com, Inc. not currently owned by Intermix and (3) working capital for the business. Some of this amount may be funded from the proceeds of the sale of the businesses of Intermix not directly related to the MySpace.com business (as described above). Mr. Greenspan does not expect it will be necessary to borrow funds to finance the New Transaction. Freemyspace does not yet have binding financing commitments from persons other than Mr. Greenspan, because the investors require a due diligence review of Intermix prior to providing definitive investment agreements. The investors, however, have reviewed the publicly available information regarding Intermix, and it is expected that if they are given access to the management and appropriate employees of Intermix, then the necessary information can be compiled and reviewed in a matter of days. In any event, Mr. Greenspan is confident that equity financing for the New Transaction is available on acceptable terms. Q. How will the New Transaction be structured? A. Mr. Greenspan believes that a tender offer would be the preferable structure for the New Transaction, in which Freemyspace LLC will acquire shares directly from the Intermix stockholders, and the Intermix stockholders will retain the remainder of their shares. Under the terms of the News Corp Acquisition, however, it may be necessary to structure the New Transaction as a merger of Intermix with a new company formed by Freemyspace for this purpose (which would also become a reporting company, like Intermix, under the Securities Act of 1933 and the Securities Exchange Act of 1934). Mr. Greenspan is flexible regarding the structure of the transaction, and will defer to the structure preferred by the Intermix Board of Directors, so long as the benefits to the Intermix stockholders that he intends to provide to them in the New Transaction are, in fact, provided to them. 4 Q. Are there conditions to the New Transaction? A. In order to consummate the New Transaction, either (1) the Intermix Board of Directors must defer the scheduled stockholder meeting scheduled for September 28, 2005 at which the News Corp Acquisition is to be considered and acted upon or (2) the News Corp Acquisition must not be approved by the stockholders at the scheduled stockholders meeting. Mr. Greenspan intends to vote his Intermix shares (and if the shares are then held by Freemyspace to cause Freemyspace to vote its shares) against the News Corp Transaction. In addition, in order to consummate the New Transaction Freemyspace LLC will have to obtain the necessary financing, as described above. Also, approval of the New Transaction under the Hart Scott Rodino Antitrust Improvements Act will have to be obtained, but, similar to the News Corp Acquisition, Mr. Greenspan does not foresee that there will be an issue in obtaining this approval on a timely basis and he expects the New Transaction can be completed within 60 days. Q. Where can I find additional information with respect to the Mr. Greenspan's positions? A. Mr. Greenspan will file a proxy statement with the Securities and Exchange Commission relating to a solicitation of proxies from the stockholders of Intermix in connection with the meeting of Intermix stockholders to be held for the purpose of voting on the News Corp Acquisition. Intermix securityholders are advised to read that proxy statement when it becomes available, because it will contain important information. The proxy statement, along with any other relevant documents, will be available for free at www.sec.gov. You may also obtain a free copy of the proxy statement, when it becomes available, by contacting Sebastian Hill of Kelley Drye & Warren LLP at (703) 918-2300 or by sending an email to jschifferli@kelleydrye.com. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Mr. Greenspan beneficially and directly owns, and has the sole power to vote and the sole power to dispose of 3,988,000 shares of common stock of Intermix Media, Inc., which represents approximately 11.3% of the outstanding shares of common stock. This percentage is based on the information set forth in the Intermix preliminary proxy statement, as filed with the Securities and Exchange Commission on August 12, 2005. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Mr. Greenspan's letter to the Intermix Board of Directors describing his proposal to acquire a significant interest in Intermix Media, Inc. is attached as Exhibit A. 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. DATED: September 23, 2005 Signature: /s/ Brad D. Greenspan ---------------------------- Name: Brad D. Greenspan 5 EX-2 2 ex-a_61947.txt EXHIBIT A EXHIBIT A September 23, 2004 Intermix Media, Inc. 6060 Center Drive, Suite 300 Los Angeles, CA 90045 Attention: Richard M. Rosenblatt, Chief Executive Officer Dear Mr. Rosenblatt: As representative of Freemyspace, LLC, I am submitting this proposal to acquire a controlling interest in Intermix Media, Inc. on the terms and conditions described below. We are aware of the pending acquisition of Intermix by Fox Interactive Media, Inc., but we believe the transaction described in this letter provides significantly greater value to the Intermix stockholders and we trust the Intermix Board of Directors will agree once they have reviewed the terms of our proposal. Freemyspace LLC is a company that will be formed and to which I intend to transfer all of my shares of Intermix. The financial terms of our offer are as follows: o Our price per share is $13.50, a substantial premium over the Fox Interactive price. o The number of shares we will purchase from the current stockholders of Intermix will be approximately one-half of the number of currently outstanding shares of Intermix not owned by us. We have flexibility regarding how the acquisition will be structured. We are willing to structure this as a tender offer for the appropriate number of shares, in which each of the current stockholders of Intermix, at such holder's option, would be able to sell to us at least one-half of such holder's shares. (For example, we currently own approximately 10% of the Intermix shares, leaving 90% owned by stockholders other than us, so we would offer to purchase up to an additional 45% of the outstanding shares.) Alternatively, we could structure this as a merger or recapitalization in which each current stockholder will receive a fixed amount of cash and stock. We are willing to explore any of these structures with you. o Shareholders will retain an equity position in Intermix, if we structure the transaction as a tender offer or recapitalization, or in the newco entity (which will be a public reporting company) if we structure the transaction as a merger. Under either structure, this will enable the current public stockholders to continue to participate in the future performance of MySpace.com, Inc. o We will make an equity investment in the common stock of Intermix sufficient to fund the exercise of the option for Myspace.com, Inc., at the $13.50 per share price. This would enable the stockholders to benefit from the ownership of MySpace.com as a wholly-owned subsidiary of Intermix. The timing of our transaction will not impact the consummation of the Myspace.com acquisition by February 2006. We find the terms of Section 6.2 to the Agreement and Plan of Merger by and among Intermix Media, Inc., Fox Interactive Media, Inc., Project Ivory Acquisition Corporation and News Corporation dated as of July 18, 2005 to be unclear with respect to the treatment of our offer. While we would prefer to retain Intermix Media as the surviving company in our transaction, if it is necessary for us to acquire at least 75% of the outstanding common stock in order to constitute a `Superior Proposal', we are willing and able to structure our transaction as a merger that will satisfy this condition. 1 We believe our offer is superior to the offer from Fox Interactive because the Fox Interactive offer undervalues the shares of Intermix, especially in light of the most recently announced user statistics related to MySpace.com. The continued significant improvement in the MySpace.com business, and in the sector generally, support our view that continued growth in the sector is not only possible but probable. In addition, the Fox Interactive offer was at the low end of the range of fair prices set forth in the fairness opinions referred to in the Intermix proxy statement. We believe that the value of MySpace.com has increased since the Fox Interactive agreement was signed, particularly in light of the surge in the MySpace.com business and in the sector generally. Accordingly, we believe that our offer of cash payments to the current Intermix stockholders (other than ourselves) at a price higher than the Fox Interactive offer coupled with the continued participation in the MySpace.com business contemplated in our offer add up to proposal to stockholders that is clearly superior proposal to the Fox Interactive offer. We would also like to advise you that certain significant Intermix stockholders have advised us that they support our proposal, and specifically prefer our proposal to the Fox Interactive proposal. With respect to financing, we do not expect to incur any debt in order to fund our transaction. We have obtained indications of interest from several private equity investment firms (who are not currently stockholders) that they would be willing to participate with us as equity investors; however, they will need access to more detailed financial data regarding Intermix before these investors can provide definitive agreements. Because the potential investors have already reviewed the publicly available information regarding Intermix, we expect that if we are given access to the management and appropriate employees of Intermix this information can be compiled and reviewed in a matter of days. We have the resources standing by to conduct an expedited due diligence review of Intermix, to prepare the necessary documentation and to negotiate and consummate the transaction on an expedited basis. In terms of documentation, we would anticipate relying generally on the representations, warranties, conditions and covenants previously negotiated with Fox Interactive, however there would need to be adjustments made to reflect the different structural and financial terms of our offer. We have obtained all necessary internal approvals required for us to execute, deliver and perform transaction agreements, and we do not believe we will require any governmental approvals in connection with the transaction other than a Hart Scott Rodino filing. We do not foresee any delay resulting from the Hart Scott Rodino antitrust review. We expect the Freemyspace transaction can be negotiated, signed and closed within 60 days. Thank you for your consideration of our offer. If you require any clarifications regarding this offer, please contact the undersigned at: Jay Schifferli of Kelley Drye & Warren LLP 703-918-2394 Telephone: We very much look forward to proceeding further with our proposed transaction, and we are prepared to do so at your earliest convenience. 2 -----END PRIVACY-ENHANCED MESSAGE-----