-----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, K1bpd3b3uYTpLDEAe+Srb9w1TaUErhnuGsDWC1PKH+DbRObnFrE6tbB5k6egPNZX 8XfFIXg9Y0oXDY1ANIvh0g== /in/edgar/work/20000809/0000927946-00-000095/0000927946-00-000095.txt : 20000921 0000927946-00-000095.hdr.sgml : 20000921 ACCESSION NUMBER: 0000927946-00-000095 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000809 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GEMSTAR INTERNATIONAL GROUP LTD CENTRAL INDEX KEY: 0000923282 STANDARD INDUSTRIAL CLASSIFICATION: [3651 ] IRS NUMBER: 980139960 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50973 FILM NUMBER: 689533 BUSINESS ADDRESS: STREET 1: 135 NORTH LOS ROBLES AVE STREET 2: STE 800 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 8187925700 MAIL ADDRESS: STREET 1: 135 N LOS ROBLES AVE STREET 2: STE 800 CITY: PASADENA STATE: CA ZIP: 91101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THOMSON MULTIMEDIA CENTRAL INDEX KEY: 0001080259 STANDARD INDUSTRIAL CLASSIFICATION: [3651 ] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 46 QUAI A LE GALLO STREET 2: 92100 CITY: BOULOGNEFRANCE STATE: I0 MAIL ADDRESS: STREET 1: 46 QUAI A LE GALLO CITY: BOULOGNE FRANCE STATE: I0 SC 13D/A 1 0001.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) GEMSTAR - TV GUIDE INTERNATIONAL, INC. (Name of Issuer) Common Stock, par value $.01 per share (Title or Class of Securities) G-3788-V106 (CUSIP Number) Philippe Andrau THOMSON multimedia S.A. 46 Quai A. LeGallo 92100 Boulogne FRANCE 331-4126-5174 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 12, 2000 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. CUSIP No. G-3788-V106 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) THOMSON multimedia S.A. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| 6. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER...............................None 8. SHARED VOTING POWER.......................12,307,464 9. SOLE DISPOSITIVE POWER..........................None 10. SHARED DISPOSITIVE POWER..................12,307,464 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,307,464 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 Less than 5% 14. TYPE OF REPORTING PERSON CO Page 2 of 6 CUSIP No. G-3788-V106 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Thomson S.A. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| 6. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER...............................None 8. SHARED VOTING POWER.......................12,307,464 9. SOLE DISPOSITIVE POWER..........................None 10. SHARED DISPOSITIVE POWER..................12,307,464 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,307,464 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 Less than 5% 14. TYPE OF REPORTING PERSON CO Page 3 of 6 SCHEDULE 13D AMENDMENT NO. 2 The following information updates and revises the material contained in the Schedule 13D report, Amendment No. 1, filed February 8, 2000 (the "Amendment No.1 13D") by THOMSON multimedia S.A., a French societe anonyme (the "Company") and Thomas S. A., a French societe anonyme (collectively the "Reporting Persons"), relating to the voting Ordinary Shares, par value $.01 per share, of Gemstar International Group Limited, a British Virgin Islands corporation, which, pursuant to the merger described below, is now Gemstar-TV Guide International, Inc., a Delaware corporation (the "Issuer" or "Gemstar"). Item 1. Security and Issuer. This Schedule 13D relates to the Common Stock, par value $.01 per share ("Common Stock") of Gemstar, with principal executive offices located at 135 North Los Robles Avenue, Suite 800, Pasadena, California 91101. Item 2. Identity and Background. Not Applicable Item 3. Sources and Amount of Funds or Other Consideration. Not Applicable Item 4. Purposes of Transaction. Not Applicable Item 5. Interest in Securities of the Issuer. Pursuant to an Agreement and Plan of Merger, dated as of October 4, 1999 and as amended, by and among TV Guide, Inc., a Delaware Corporation ("TVG"), the Issuer and G Acquisition Subsidiary Corp., a wholly owned subsidiary of the Issuer ("Sub"), on July 12, 2000, Sub merged (the "TVG Merger") with and into TVG with TVG being the surviving corporation. As a result of the TVG Merger, TVG (which, prior to the merger, had been a public company), became a wholly owned subsidiary of the Issuer and ceased to be registered. The Issuer then changed its name to "Gemstar - TV Guide International, Inc." Pursuant to the TVG Merger, each issued and outstanding share of TVG's Class A and Class B common stock was converted into 0.6573 of a share of Common Stock. The Reporting Persons are currently the beneficial owners of 12,307,464 shares of Common Stock. As a result of the TVG Merger, the Reporting Persons' beneficial ownership was diluted to below 5% of the outstanding Common Stock. Page 4 of 6 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not Applicable Item 7. Material to be Filed as Exhibits. Not Applicable Page 5 of 6 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. Date: August 7, 2000 THOMSON MULTIMEDIA S.A. By: /s/ Jim Meyer ----------------------------------- Jim Meyer Senior Executive Vice President THOMSON S.A. (1) By: THOMSON multimedia S.A. By: /s/ Jim Meyer ------------------------------- Jim Meyer Senior Executive Vice President - -------- (1) THOMSON multimedia S.A. is filing this Amendment No. 2 to Schedule 13D on behalf of itself and Thomson S.A. pursuant to the Agreement, dated February 7, 2000, entered into pursuant to Rule 13d-1(k) and attached as Exhibit 99.2 to Amendment No. 1 to Schedule 13D filed jointly by THOMSON multimedia S.A. and Thomson S.A. on February 8, 2000. The Agreement is incorporated by reference herein. Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----