Amendment No. 1 to Schedule 13G

-----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, CM9zzHAPlOtdGS/QkSkkT1bua8wtl6NVCLXVW5YI4KQyfGP7MnHPt9oY/Pfm7pvO MWuvNcR8GMMKp815xaP4cQ== 0001193125-06-242967.txt : 20061128 0001193125-06-242967.hdr.sgml : 20061128 20061128171643 ACCESSION NUMBER: 0001193125-06-242967 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061128 DATE AS OF CHANGE: 20061128 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80507 FILM NUMBER: 061242939 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/A 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/A 1 dsc13ga.htm AMENDMENT NO. 1 TO SCHEDULE 13G Amendment No. 1 to Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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)

NOVEMBER 15, 2006

(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) ¨
		(b) x
3.		SEC USE ONLY

4.		CITIZENSHIP OR PLACE OF ORGANIZATION

		DELAWARE


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER

		3,554,761(1)(2)
		6. SHARED VOTING POWER

		60,690(1)(2)
		7. SOLE DISPOSITIVE POWER

		3,615,451(1)(2)
		8. SHARED DISPOSITIVE POWER

		0


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,615,451(1)(2)
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	3.5%(2)
12.	TYPE OF REPORTING PERSON

	OO

(1)	The shares indicated are shares of Class A Common Stock beneficially owned 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 Viacom Inc. (as successor in interest to 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 have been 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. Those restrictive provisions terminated on November 15, 2006. As of November 20, 2006, Lee owns 3,554,761 shares directly and 60,690 shares through DWA Escrow and may share voting power with respect to the shares held through DWA Escrow. Accordingly, as of November 15, 2006, Lee is no longer deemed to be a member of the Holdco Partners reporting group and is the beneficial owner of less than 5% of the Class A Common Stock.

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.

3rd FLOOR

602 SHINSA-DONG, GANGNAM-GU

SEOUL, KOREA 135-893

ATTN: HEAD OF LEGAL AFFAIRS

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:

		3,615,451(1)(2)

	(b).	Percent of Class:

		3.5%(2)

	(c).	Number of shares as to which such person has:

		(i).	Sole power to vote or to direct the vote:

			3,554,761(1)(2)

		(ii).	Shared power to vote or to direct the vote:

			60,690(1)(2)

		(iii).	Sole power to dispose or to direct the disposition of:

			3,615,451(1)(2)

		(iv).	Shared power to dispose or to direct the disposition of:

			0

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. x

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

	NOT APPLICABLE

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: November 28, 2006


LEE ENTERTAINMENT L.L.C.

by		/s/ In Seob Oh
Name:		In Seob Oh
Title:		Attorney-in-Fact

EX-24 2 dex24.htm POWER OF ATTORNEY Power of Attorney

Exhibit 24

Power of Attorney

The undersigned Member of Lee Entertainment L.L.C., a Delaware limited liability company (the “Company”), hereby appoints and designates the person or persons named below (collectively, the “Attorneys in Fact,” and each individually an “Attorney in Fact”) and each of them individually, as agents and attorneys in fact for any on behalf of the Company to exercise all powers the Members of the Company, individually or collectively, could exercise on behalf of and in the name of the Company in connection with the proposed offering and sale of DreamWorks Animation SKG Inc. (“DWA”) Common Stock by the Company and certain other selling stockholders of DWA, including, without limitation, to negotiate, finalize, execute and deliver the Underwriting Agreement among DWA, the selling stockholders listed therein including the Company, and the underwriters named therein, and any and all agreements, instruments and documents contemplated thereunder or in connection with such transactions, including without limitation, the execution and delivery of any and all stock certificates and/or stock transfer powers representing the shares being sold by the Company, and to negotiate, execute and deliver on behalf of the Company such other agreements, instruments and documents, and to take all actions, as such Attorneys in Fact, or each of them, shall deem necessary, desirable and appropriate in connection with such transactions.


		Jae-Ho Lee
		Name

		Sung Yup Suh
		Name

		In Seob Oh
		Name

IN WITNESS WHEREOF, I have hereunto set my hand as of the date and location indicated below.


		CJ CORP.

By:		/s/ Jin Soo Kim
		Name: Jin Soo Kim
		Title: President

Date: November 14, 2006

Seoul, Korea

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