-----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, DmvPI5ZfTrfDnlbppBFam0CQARYn588jwykgHoiTDVuH4M/Q0Y3OtkJ6K+9FeBun lbQ13qV63oldnCjOyv+cCQ== 0000950136-05-000794.txt : 20050214 0000950136-05-000794.hdr.sgml : 20050214 20050214161227 ACCESSION NUMBER: 0000950136-05-000794 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 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: 05610400 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: Lee Entertainment LLC CENTRAL INDEX KEY: 0001306915 IRS NUMBER: 954544887 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 26TH FLOOR, STAR TOWER STREET 2: 737 YEOKSAM-DONG, KANGNAM-GU CITY: SEOUL STATE: M5 ZIP: 135-984 BUSINESS PHONE: 82-2-2112-6548 MAIL ADDRESS: STREET 1: 26TH FLOOR, STAR TOWER STREET 2: 737 YEOKSAM-DONG, KANGNAM-GU CITY: SEOUL STATE: M5 ZIP: 135-984 SC 13G 1 file001.htm FORM SC 13G



                                  UNITED STATES
                       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).







CUSIP NO. 26153 10 3                   13G


- --------------------------------------------------------------------------------
1.        NAME OF REPORTING PERSON
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          LEE ENTERTAINMENT L.L.C.

- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
                       5.       SOLE VOTING POWER

                                1,221,853(1)
    NUMBER OF          ---------------------------------------------------------
     SHARES            6. SHARED VOTING POWER
  BENEFICIALLY
    OWNED BY                    0
      EACH             ---------------------------------------------------------
   REPORTING           7. SOLE DISPOSITIVE POWER
     PERSON
      WITH                      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

          OO




                                       2


CUSIP NO. 26153 10 3                   13G



(1) The shares indicated are shares of Class A Common Stock held of record by
Lee Entertainment L.L.C. ("Lee").

(2) In connection with the separation of DreamWorks Animation SKG, Inc. (the
"Company") 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 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"), DreamWorks Investment II, Inc. ("DWI II"), DW Lips, L.P. ("DW
Lips"), Lee and Vivendi Universal Entertainment LLLP (collectively, the "Holdco
Partners") agreed to contribute a portion of the Company's common stock they
received in the separation to DWA Escrow LLLP ("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:

            o    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;

            o    577,040 shares of Class B Common Stock held of record by DG-DW,
                 an entity controlled by David Geffen;

            o    7,726,076 shares of Class A Common Stock and one share of Class
                 C Common Stock held of record by DWI II;

            o    49,688,334 shares of Class B Common Stock held of record by DWA
                 Escrow;

            o    525,929 shares of Class A Common Stock held of record by
                 DreamWorks L.L.C., a Delaware limited liability company
                 controlled by Steven Spielberg, Jeffrey Katzenberg and David
                 Geffen;

            o    577,040 shares of Class A Common Stock held of record by DW
                 Lips; and

            o    1,221,853 shares of Class A Common Stock held of record by Lee.

Lee expressly disclaim beneficial ownership of all shares of the Company's
common stock owned by all other Holdco Partners and by DreamWorks L.L.C., 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.




                                       3


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:

                     LEE ENTERTAINMENT L.L.C.

Item 2(b).  Address of Principal Business Office or, if none, Residence:

                     C/O CJ ENTERTAINMENT INC.
                     26TH FLOOR, STAR TOWER
                     737 YEOKSAM-DONG, KANGNAM-GU
                     SEOUL, KOREA 135-984
                     ATTN:  MARK SHAW

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:

                                       4


                     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 [ ].

                     NOT APPLICABLE

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
                     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

                                       5


Item 9.     Notice of Dissolution of Group

                     NOT APPLICABLE

Item 10.    Certifications

                     NOT APPLICABLE










































                                       6






                                     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



                                    LEE ENTERTAINMENT L.L.C.

                                       by     /s/ Gyeong C Park
                                              ----------------------------------
                                              Name:  Gyeong C Park
                                              Title: Attorney-in-Fact




































                                       7

EX-24 2 file002.htm POWER OF ATTORNEY





                                POWER OF ATTORNEY


         Know all by these presents, that Lee Entertainment L.L.C. ("Lee")
hereby constitutes and appoints each of Gyeong C Park and Chong Hyun Lim, or
either of them signing singly, and with full power of substitution, Lee's true
and lawful attorney-in-fact to:

         (1)      execute, acknowledge, deliver and file, for and on behalf of
                  Lee, in any and all capacities, Schedules 13D and 13G and any
                  and all amendments thereto in accordance with Section 13(g) of
                  the Securities Exchange Act of 1934 and the rules and
                  regulations thereunder, and Forms 3, 4, and 5 in accordance
                  with Section 16(a) of such act, and the rules and regulations
                  thereunder, and any requisite exhibit or other documents in
                  connection with such filings, respecting securities of
                  DreamWorks Animation SKG, Inc., a Delaware corporation
                  ("DreamWorks");

         (2)      do and perform any and all acts for and on behalf of Lee which
                  may be necessary or desirable to complete and execute any such
                  Schedules and Forms, complete and execute any amendment or
                  amendments thereto, and timely file such Schedules and Forms
                  with the Securities and Exchange Commission and any stock
                  exchange or similar authority; and

         (3)      take any other action of any type whatsoever in connection
                  with the foregoing which, in the opinion of such
                  attorney-in-fact, may be of benefit to, in the best interest
                  of, or legally required by, Lee, it being understood that the
                  documents executed by such attorney-in-fact on behalf of Lee
                  pursuant to this Power of Attorney shall be in such form and
                  shall contain such terms and conditions as such
                  attorney-in-fact may approve in such attorney-in-fact's
                  discretion.

         Lee hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as Lee might or could do,
with full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted.

         This Power of Attorney shall remain in full force and effect until Lee
is no longer required to file Schedules 13D and 13G and Forms 3, 4, and 5 with
respect to Lee's holdings of and transactions in securities issued by
DreamWorks, unless earlier revoked by Lee in a signed writing delivered to the
foregoing attorneys-in-fact.

                            [Signature Pages Follow]









         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 11 day of February, 2005.



                                      LEE ENTERTAINMENT L.L.C.

                                      By:  CJ CORPORATION
                                           (formerly known as Cheil
                                           Jedang Corporation)
                                      Title: Member

                                          By:    /s/ Kim Ju Hyung
                                          ------------------------------------
                                          Name:  Kim Ju Hyung
                                          ------------------------------------
                                          Title: President and Chief Executive
                                                 Officer
                                          ------------------------------------



                                      By:  /s/ Mie Kyung Lee
                                           -----------------------------------
                                      Name:  MIE KYUNG LEE
                                      Title:    Member


                                      By:  /s/ Jay Hyun Lee
                                           -----------------------------------
                                      Name:  JAY HYUN LEE
                                      Title: Member

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