-----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, Imtdwndine0X0fLcS1sK7/vaq86mdxMSucCiPWhn8E6WJ11B5B9+Lr2AFr8sY7/b TVjSM3K1jnero1hkpXMgbQ== 0000950123-05-001787.txt : 20050214 0000950123-05-001787.hdr.sgml : 20050214 20050214161109 ACCESSION NUMBER: 0000950123-05-001787 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DreamWorks Animation SKG, Inc. CENTRAL INDEX KEY: 0001297401 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 680589190 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80507 FILM NUMBER: 05610347 BUSINESS ADDRESS: STREET 1: GRANDVIEW BUILDING STREET 2: 1000 FLOWER STREET CITY: GLENDALE STATE: CA ZIP: 91201 BUSINESS PHONE: (818) 695-5000 MAIL ADDRESS: STREET 1: GRANDVIEW BUILDING STREET 2: 1000 FLOWER STREET CITY: GLENDALE STATE: CA ZIP: 91201 FORMER COMPANY: FORMER CONFORMED NAME: DreamWorks Animation, Inc. DATE OF NAME CHANGE: 20040715 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DWA Escrow LLLP CENTRAL INDEX KEY: 0001307029 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: DG-DW, L.P. STREET 2: 331 NORTH MAPLE DRIVE, SUITE 220 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 310 288 7300 MAIL ADDRESS: STREET 1: DG-DW, L.P. STREET 2: 331 NORTH MAPLE DRIVE, SUITE 220 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 SC 13G 1 y05701sc13g.txt SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* DREAMWORKS ANIMATION SKG, INC. --------------------------------------------- (Name of Issuer) CLASS A COMMON STOCK (PAR VALUE $.01 PER SHARE) --------------------------------------------- (Title of Class of Securities) 26153 10 3 ---------------------- (CUSIP Number) DECEMBER 31, 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) [_] Rule 13d-1(c) [x] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a 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. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DWA ESCROW LLLP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[x] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6. SHARED VOTING POWER REPORTING PERSON 59,712,991 (1) WITH 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 61,511,884 (2) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,511,884 (2) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 58.5% (3) 12. TYPE OF REPORTING PERSON CO (1) DWA Escrow LLLP ("DWA Escrow") is a Delaware limited liability limited partnership formed by certain members of DreamWorks L.L.C. in connection with the separation of DreamWorks Animation SKG, Inc. (the "Company") from DreamWorks L.L.C. and the Company's initial public offering. DWA Escrow was formed for the sole purpose of holding and voting shares of the Company's common stock contributed to it by its partners, effecting the transactions and fulfilling the obligations contemplated in certain agreements to be effected and fulfilled by it and making the distributions called for in the Limited Liability Limited Partnership Agreement of DWA Escrow, dated as of October 27, 2004 (the "DWA Escrow LLLP Agreement"). DWA Escrow's partners are M&J K Dream Limited Partnership ("M&J K Dream"), M&J K B Limited Partnership ("M&J K B"), DG-DW, L.P. ("DG-DW"), DW Investment II, Inc. ("DWI II"), DW Lips, L.P. ("DW Lips"), Lee Entertainment L.L.C. ("Lee") and Vivendi Universal Entertainment LLLP. Such partners are herein referred to as the "Holdco Partners." DWA Escrow is a party to two separate stockholder agreements governing the voting of all shares of the Company's common stock held of record by the respective parties thereto and entities controlled by them. These stockholder agreements are (i) the Stockholder Agreement, dated as of October 27, 2004 (the "Vulcan Stockholder Agreement"), among the Company, DWA Escrow, Jeffrey Katzenberg and entities controlled by him (including M&J K Dream, M&J K B, The JK Annuity Trust, The MK Annuity Trust, and Katzenberg 1994 Irrevocable Trust (such entities, together with Mr. Katzenberg, being referred to as the "Katzenberg Stockholders")), DG-DW, David Geffen, DWI II and Paul Allen and (ii) the Stockholder Agreement, dated as of October 27, 2004 (the "Class B Stockholder Agreement"), among DWA Escrow, the Katzenberg Stockholders, DG-DW and David Geffen. The aggregate share number indicated above reflects the total of the number of shares of the Company's common stock held of record by (i) each of the parties to the Vulcan Stockholder Agreement, (ii) each of the parties to the Class B Stockholder Agreement, (iii) DWA Escrow and (iv) DreamWorks L.L.C., a Delaware limited liability company controlled by Steven Spielberg, Jeffrey Katzenberg and David Geffen. The total of 59,712,991 shares includes: - 618,571 shares of Class A Restricted Stock and 577,040 shares of Class B Common Stock held of record by Jeffrey Katzenberg, M&J K B and M&J K Dream; - 577,040 shares of Class B Common Stock held of record by DG-DW, an entity controlled by David Geffen; - 7,726,076 shares of Class A Common Stock and one share of Class C Common Stock held of record by DWI II, an entity controlled by Paul Allen; - 49,688,334 shares of Class B Common Stock held of record by DWA Escrow; and - 525,929 shares of Class A Common Stock held of record by DreamWorks L.L.C. DWA Escrow expressly disclaims beneficial ownership of all shares of the Company's common stock owned by each Holdco Partner, and each other party to the Vulcan Stockholder Agreement and the Class B Stockholder Agreement, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934 or for any other purpose. (2) In connection with the Company's separation from DreamWorks L.L.C., members of DreamWorks L.L.C. entered into an agreement (the "Formation Agreement"), dated as of October 27, 2004, governing, among other things, their receipt of shares of the Company's common stock in exchange for limited liability company interests in DreamWorks Animation L.L.C. The Formation Agreement is also the agreement whereby the Holdco Partners agreed to contribute a portion of the Company's common stock they received in the separation to DWA Escrow in exchange for partnership interests in DWA Escrow. Please see "Related Party Agreements -- Formation Agreement and Holdco Arrangement" in the Prospectus, dated October 27, 2004, filed by the Company with the SEC in connection with its initial public offering for a more detailed description of the aforementioned transactions. Certain provisions of the Formation Agreement place certain restrictions on the ability of each of the Holdco Partners to dispose of, and to purchase, shares of the Company's common stock. As a result of these provisions, certain of the Holdco Partners and DWA Escrow may be deemed to share dispositive power over all other shares of the Company's common stock owned directly or indirectly by each other Holdco Partner and DWA Escrow. The aggregate of 61,511,884 shares indicated in Row 8 includes: - the 59,712,991 shares of common stock reported in Row 6 above, in the amounts indicated for each stockholder; - 577,040 shares of Class A Common Stock held of record by DW Lips; and - 1,221,853 shares of Class A Common Stock held of record by Lee. DWA Escrow expressly disclaims beneficial ownership of all shares of the Company's common stock owned by all other Holdco Partners, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934 or for any other purpose. (3) For purposes of this calculation, the aggregate of 50,842,414 shares of Class B Common Stock held of record by DWA Escrow, M&J K B, M&J K Dream and DG-DW have been deemed to be outstanding shares of Class A Common Stock in accordance with Rule 13d-3(d)(1) of the Securities Exchange Act of 1934. Shares of Class B common stock are immediately convertible into shares of Class A Common Stock on a one-for-one basis and do not expire. Item 1(a). Name of Issuer: DREAMWORKS ANIMATION SKG, INC. Item 1(b). Address of Issuer's Principal Executive Offices: 1000 FLOWER STREET GLENDALE, CA 91201 Item 2(a). Name of Persons Filing: DWA ESCROW LLLP Item 2(b). Address of Principal Business Office or, if none, Residence: DWA ESCROW LLLP C/O DG-DW, L.P. 331 NORTH MAPLE DRIVE, SUITE 230 BEVERLY HILLS, CA 90210-3827 Item 2(c). Citizenship: DELAWARE Item 2(d). Title of Class of Securities: CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE Item 2(e). CUSIP Number: 26153 10 3 Item 3. NOT APPLICABLE. THIS SCHEDULE 13G IS FILED PURSUANT TO RULE 13D-1(D). Item 4. Ownership (a). Amount beneficially owned: SEE THE RESPONSE TO ITEM 9 ON THE ATTACHED COVER PAGE. (b). Percent of Class: SEE THE RESPONSE TO ITEM 11 ON THE ATTACHED COVER PAGE. (c). Number of shares as to which such person has: (i). Sole power to vote or to direct the vote: SEE THE RESPONSE TO ITEM 5 ON THE ATTACHED COVER PAGE. (ii). Shared power to vote or to direct the vote: SEE THE RESPONSE TO ITEM 6 ON THE ATTACHED COVER PAGE. (iii). Sole power to dispose or to direct the disposition of: SEE THE RESPONSE TO ITEM 7 ON THE ATTACHED COVER PAGE. (iv). Shared power to dispose or to direct the disposition of: SEE THE RESPONSE TO ITEM 8 ON THE ATTACHED COVER PAGE. Item 5. Ownership of Five 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 FIVE PERCENT OF THE CLASS OF SECURITIES, CHECK THE FOLLOWING [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. NOT APPLICABLE Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person NOT APPLICABLE Item 8. Identification and Classification of Members of the Group THE FOLLOWING SHAREHOLDERS ARE MEMBERS OF A GROUP BASED ON VOTING AND DISPOSITION ARRANGEMENTS IN THE FORMATION AGREEMENT, DATED AS OF OCTOBER 27, 2004 AND THE LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT OF DWA ESCROW LLLP, DATED AS OF OCTOBER 27, 2004: M&J K B LIMITED PARTNERSHIP M&J K DREAM LIMITED PARTNERSHIP DG-DW, L.P. DW LIPS, L.P. DW INVESTMENT II, INC. LEE ENTERTAINMENT, L.L.C. DWA ESCROW LLLP THE FOLLOWING SHAREHOLDERS ARE MEMBERS OF A GROUP BASED ON VOTING AND DISPOSITION ARRANGEMENTS IN A STOCKHOLDER AGREEMENT (THE "VULCAN STOCKHOLDER AGREEMENT"), DATED AS OF OCTOBER 27, 2004: JEFFREY KATZENBERG M&J K DREAM LIMITED PARTNERSHIP M&J K B LIMITED PARTNERSHIP THE JK ANNUITY TRUST THE MK ANNUITY TRUST KATZENBERG 1994 IRREVOCABLE TRUST DAVID GEFFEN DG-DW, L.P. PAUL ALLEN DW INVESTMENT II, INC. DWA ESCROW LLLP THE FOLLOWING SHAREHOLDERS ARE MEMBERS OF A GROUP BASED ON VOTING AND DISPOSITION ARRANGEMENTS IN A STOCKHOLDER AGREEMENT (THE "CLASS B STOCKHOLDER AGREEMENT"), DATED AS OF OCTOBER 27, 2004: JEFFREY KATZENBERG M&J K DREAM LIMITED PARTNERSHIP M&J K B LIMITED PARTNERSHIP THE JK ANNUITY TRUST THE MK ANNUITY TRUST KATZENBERG 1994 IRREVOCABLE TRUST DAVID GEFFEN DG-DW, L.P. DWA ESCROW LLLP Item 9. Notice of Dissolution of Group NOT APPLICABLE Item 10. Certifications NOT APPLICABLE SIGNATURES 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: February 14, 2005 DWA ESCROW LLLP, by M&J K B Limited Partnership, A General Partner by /s/ JEFFREY KATZENBERG ----------------------------- Jeffrey Katzenberg -----END PRIVACY-ENHANCED MESSAGE-----