-----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, VjmYGzd8rz2TR4zHdYyC0epRCNPeGGXN0D9VNYSjj42AMxVlIL7QI84IM++tQEms s+DK9XYrGPP8asQaKX7APQ== 0000950164-04-000040.txt : 20040310 0000950164-04-000040.hdr.sgml : 20040310 20040310140534 ACCESSION NUMBER: 0000950164-04-000040 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040310 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHIVERICK PAUL C CENTRAL INDEX KEY: 0001134123 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: SRG ASSOCIATES STREET 2: 150 EAST 52ND ST 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-6017 MAIL ADDRESS: STREET 1: SRG ASSOCIATES STREET 2: 150 EAST 52ND ST 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-6017 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TIVO INC CENTRAL INDEX KEY: 0001088825 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 770463167 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-57007 FILM NUMBER: 04659731 BUSINESS ADDRESS: STREET 1: 2160 GOLD STREET STREET 2: PO BOX 2160 CITY: ALVISO STATE: CA ZIP: 95002 BUSINESS PHONE: 4087476080 MAIL ADDRESS: STREET 1: 894 ROSS DRIVE STREET 2: SUITE 100 CITY: SUNNYVALE STATE: CA ZIP: 94089 SC 13G 1 seminole40295tivo.txt SCHEDULE 13-G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* TiVo Inc. ------------------------- (Name of Issuer) Common Stock, par value $0.001 per share ---------------------------------------- (Title of Class of Securities) 888706108 --------- (CUSIP Number) February 3, 2004 ---------------- (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) [X] 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 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. 888706108 1. Name of Reporting Person I.R.S. Identification No. of the above person (entities only). Paul C. Shiverick 2. Check the Appropriate Box if a Member of a Group. (a) [ ] (b) [X] 3. SEC Use Only. 4. Citizenship or Place of Organization. United States Number of Shares 5. Sole Voting Power Beneficially Owned -0- by Each Reporting 6. Shared Voting Power Person With 4,858,000 7. Sole Dispositive Power -0- 8. Shared Dispositive Power 4,858,000 9. Aggregate Amount Beneficially Owned by Reporting Person. 4,858,000 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares N/A 11. Percent of Class Represented by Amount in Row (9) 7.1% 12. Type of Reporting Person IN CUSIP No. 888706108 1. Name of Reporting Person I.R.S. Identification No. of the above person (entities only). Michael G. Messner 2. Check the Appropriate Box if a Member of a Group. (a) [ ] (b) [X] 3. SEC Use Only. 4. Citizenship or Place of Organization. United States Number of Shares 5. Sole Voting Power Beneficially Owned -0- by Each Reporting 6. Shared Voting Power Person With 4,858,000 7. Sole Dispositive Power -0- 8. Shared Dispositive Power 4,858,000 9. Aggregate Amount Beneficially Owned by Reporting Person. 4,858,000 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares N/A 11. Percent of Class Represented by Amount in Row (9) 7.1% 12. Type of Reporting Person IN Item 1(a): Name of Issuer: TiVo Inc. Item 1(b): Address of Issuer's Principal Executive Offices: 2160 Gold Street, P.O. Box 2160 Alviso, CA 95002 Items 2(a) Name of Person Filing; Address of Principal Business Office and 2(b): This statement is filed by and on behalf of Mssrs. Paul C. Shiverick and Michael G. Messner, in their capacities as (i) principals of Seminole Management Co., Inc. ("Seminole"), which acts as investment manager to two offshore investment funds (the "Funds") and two institutional managed accounts (the "Managed Accounts"), (ii) principals of Seminole Capital Management LLC ("Seminole Capital"), which acts as general partner to a private investment partnership (the "Small Cap Partnership"), and (iii) general partners to two private investment partnerships (together with the Small Cap Partnership, the "Partnerships"). The principal business address of each reporting person is 150 East 52nd Street, 29th Fl., New York, NY 10022. Item 2(c): Citizenship: Mssrs. Shiverick and Messner are United States citizens. Item 2(d): Title of Class of Securities: Common Stock, par value $0.001 per share ("Common Stock") Item 2(e): CUSIP Number: 888706108 Item 3: If this statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with ss.240.13d-1 (b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with ss.240.13d-1 (b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) [ ] Group, in accordance with ss.240.13d-1 (b)(1)(ii)(J). Item 4: Ownership: The following states the beneficial ownership of the reporting persons as of March 4, 2004. This report relates to the same shares of Common Stock which may be deemed to be owned (i) directly (in the aggregate) by the Funds, the Managed Accounts, and the Partnerships, none of which individually beneficially own more than 5% of the class; and (ii) indirectly by Mssrs. Shiverick and Messner, who, as principals of Seminole and Seminole Capital, and as general partners of one or more of the Partnerships, share the power to direct the vote or disposition of such securities. A. Mr. Shiverick. (a) Amount beneficially owned: Mr. Shiverick is deemed to have beneficial ownership of 4,858,000 shares of Common Stock by virtue of his position as a principal of Seminole and Seminole Capital and as general partner of one or more of the Partnerships. Mr. Shiverick shares voting and dispositive power over his holdings of Common Stock with Mr. Messner, the Funds, the Managed Accounts and the Partnerships. (b) Percent of class: 7.1%. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 4,858,000 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 4,858,000 B. Mr. Messner. (a) Amount beneficially owned: Mr. Messner is deemed to have beneficial ownership of 4,858,000 shares of Common Stock by virtue of his position as a principal of Seminole and Seminole Capital and as general partner of one or more of the Partnerships. Mr. Messner shares voting and dispositive power over his holdings of Common Stock with Mr. Shiverick, the Funds, the Managed Accounts and the Partnerships. (b) Percent of class: 7.1%. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 4,858,0000 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 4,858,000 Item 5: Ownership of Five Percent or Less of a Class: Not Applicable Item 6: Ownership of More than Five Percent on Behalf of Another Person: The Partnerships, the Funds, and the Managed Accounts have the right to receive dividends from and the proceeds of the sale of the subject securities owned by such entities. None of such parties owns beneficially more than 5% of the class. Item 7: Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: Not Applicable. Item 8: Identification and Classification of Members of the Group: Not Applicable. Item 9: Notice of Dissolution of Group: Not Applicable. Item 10: Certification: By signing below each of the undersigned certifies that, to the best of the undersigned's knowledge and belief, the securities referred to above 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 the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 9, 2004 /s/Paul C. Shiverick ---------------------------------- Paul C. Shiverick /s/Michael G. Messner ---------------------------------- Michael G. Messner JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such statement and that such statement is and all amendments to such statement are made on behalf of each of them. IN WITNESS WHEREOF, the undersigned hereby execute this agreement on March 9, 2004. /s/Paul C. Shiverick ---------------------------------- Paul C. Shiverick /s/Michael G. Messner ---------------------------------- Michael G. Messner -----END PRIVACY-ENHANCED MESSAGE-----