-----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, Ojsw1laHUZTBWvwTfOx9Wm/GGATJu/K2+Kk3JMmzpGs1urC28MBXs2HIgtNgIjxH qUm41/tuxF2GvojYlNA6AA== 0000941302-99-000014.txt : 19990209 0000941302-99-000014.hdr.sgml : 19990209 ACCESSION NUMBER: 0000941302-99-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACTV INC /DE/ CENTRAL INDEX KEY: 0000854152 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 942907258 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41394 FILM NUMBER: 99523790 BUSINESS ADDRESS: STREET 1: 1270 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2122622571 MAIL ADDRESS: STREET 1: 12270 AVE OF THE AMERICAS #2401 STREET 2: 12270 AVE OF THE AMERICAS #2401 CITY: NEW YORK STATE: NY ZIP: 10020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VALUE PARTNERS LTD /TX/ CENTRAL INDEX KEY: 0000926614 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752291866 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O FISHER EWING PARTNERS STREET 2: 2200 ROSE AVE SUITE 4660 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149991900 MAIL ADDRESS: STREET 1: C/O FISHER EWING PARTNERS STREET 2: 2200 ROSS AVE #4660 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT No. 1) Under the Securities Exchange Act of 1934 ACTV, INC. ------------------------------------------------------------------------- (Name of Issuer) Shares of Common Stock, par value $0.10 per share ------------------------------------------------------------------------- (Title of Class of Securities) 00088E112 ------------------------------------------------------------------------- (CUSIP NUMBER) Timothy G. Ewing Value Partners, Ltd. c/o Ewing & Partners Suite 808 4514 Cole Avenue Dallas, Texas 75205 Tel. No.: (214) 522-2100 ------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 2, 1999 ------------------------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement 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. 00088E112 13D 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Value Partners, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF 7 SOLE VOTING POWER 1,417,746* SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 1,417,746* REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,417,746* 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.62% 14 TYPE OF REPORTING PERSON PN *But See Item 5 CUSIP No. 00088E112 13D 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Ewing & Partners 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF 7 SOLE VOTING POWER 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0* OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0* 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0* 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%* 14 TYPE OF REPORTING PERSON PN * But see Item 5 CUSIP No. 00088E112 13D 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Timothy G. Ewing 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF 7 SOLE VOTING POWER 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0* OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0* 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0* 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%* 14 TYPE OF REPORTING PERSON IN *But see Item 5 AMENDMENT No. 1 to SCHEDULE 13D This Amendment No. 1 to Schedule 13D is being filed on behalf of Value Partners, Ltd., a Texas limited partnership ("Value Partners"), Ewing & Partners, a Texas general partnership ("Ewing & Partners"), and Timothy G. Ewing ("Ewing"), the managing general partner of Ewing and Partners, as an amendment to the initial statement on Schedule 13D, relating to shares of common stock, par value $0.10 per share ("Common Stock"), of ACTV, Inc. (the "Issuer"), as filed with the Securities and Exchange Commission on January 23, 1998 (the "Initial Statement"). The Initial Statement is hereby amended and supplemented as follows: ITEM 2. IDENTITY AND BACKGROUND Item 2 of the Initial Statement is hereby amended and restated in its entirety to read as follows: (a)-(c) This statement is filed on behalf of Value Partners, Ewing & Partners and Ewing. Ewing & Partners is the general partner of Value Partners. Ewing and Ewing Asset Management, Inc., a Texas limited liability company ("EAM"), are the general partners of Ewing & Partners, and Ewing is the managing general partner of Ewing & Partners. EAM is controlled by Ewing. The principal place of business for Value Partners, Ewing & Partners, EAM and Ewing is: c/o Ewing & Partners, Suite 808, 4514 Cole Avenue, Dallas, Texas, 75205. The present principal occupation or employment of Ewing is managing general partner of Ewing & Partners. The principal business of EAM is acting as a general partner of Ewing & Partners. The principal business of Ewing & Partners is the management of Value Partners. The principal business of Value Partners is the investment in and trading of capital stocks, warrants, bonds, notes, debentures and other securities. (d) None of Value Partners, Ewing & Partners, EAM or Ewing, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of Value Partners, Ewing & Partners, EAM or Ewing has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Ewing is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 of the Initial Statement is hereby amended and restated in its entirety to read as follows: On January 13, 1998, The Texas Individualized Television Network, Inc., a wholly-owned subsidiary of the Issuer ("Texas Network"), ACTV Entertainment, Inc., the Issuer, and the Purchasers (as such term is defined in the Agreement (as defined below)) entered into a Note Purchase Agreement, dated as of January 13, 1998 (the "Agreement"). Pursuant to the Agreement, as a Purchaser, Value Partners purchased a $4.5 million note from Texas Network for $4.5 million. All of such funds came from the working capital of Value Partners. In connection with the purchase of such note and for no additional consideration, Value Partners received on January 14, 1998 a common stock purchase warrant (the "Warrant") of Texas Network that grants Value Partners the right to purchase shares of common stock of Texas Network. The Warrant also grants Value Partners the right to exchange the Warrant for such number of shares of Common Stock, at the time of and giving effect to such exchange, equal to 4.95% of the fully diluted number of shares of Common Stock outstanding, after giving effect to the exercise or conversion of all then outstanding options, warrants and other rights to purchase or acquire shares of Common Stock. On January 27, 1999, Value Partners exchanged (the "Exchange") the Warrant for 2,266,246 shares of Common Stock, which represents 4.95% of the fully diluted number of shares of Common Stock outstanding as of January 27, 1999, after giving effect to the exercise or conversion of all then outstanding options, warrants and other rights to purchase, or acquire shares of Common Stock. ITEM 4. PURPOSE OF TRANSACTION Item 4 of the Initial Statement is hereby amended and restated in its entirety to read as follows: Value Partners acquired the Warrant and, pursuant to the Exchange, the underlying shares of Common Stock solely for investment purposes. Depending on its evaluation of the Issuer, other investment opportunities, market conditions, and such other factors as it may deem material, Value Partners may seek to acquire additional shares of Common Stock in the open market, in private transactions, or otherwise, or may dispose of all or a portion of the Common Stock owned by it. Except as set forth above, none of Value Partners, Ewing & Partner, EAM, or Ewing has any plans or proposals of the type referred to in clauses (a) through (j) of Item 4 of the instructions to Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Initial Statement is hereby amended and restated in its entirety to read as follows: (a) On January 27, 1999, Value Partners, pursuant to the Exchange, received 2,266,246 shares of Common Stock. In addition, Value Partners sold shares of Common Stock held by it in such amounts, at such prices, and on such dates as listed in Annex A attached hereto, which such Annex A summarizes the daily sales by Value Partners. After the Exchange and the sales listed in Annex A, as of the date hereof, Value Partners directly and beneficially owns 1,417,746 shares of Common Stock, which represents 4.62% of the Issuer's outstanding shares of Common Stock, which such percentage was calculated by dividing (i) 1,417,746 shares of Common Stock beneficially owned by Value Partners as of the date hereof by (ii) 30,666,528 shares of Common Stock, which equals the sum of (x) 28,400,282 shares of Common Stock outstanding based upon the Issuer's latest Quarterly Report on Form 10-Q/A filed with the Securities and Exchange Commission on November 19, 1998 (the "Form 10-Q/A"), and (y) 2,266,246 shares of Common Stock, which were issued to Value Partners pursuant to the Exchange after the date of filing the Form 10-Q/A. Thus, Value Partners, Ewing & Partners and Ewing beneficially own the 1,417,746 shares of Common Stock as follows: Shares of % of Common Stock Name Common Stock Outstanding - ---- ------------ ----------- Value Partners 1,417,746 4.62% Ewing & Partners -0- -0- Ewing -0- -0- (b) Value Partners has the sole power to vote and dispose of the 1,417,746 shares of Common Stock beneficially owned by it. However, Ewing & Partners, as general partner of Value Partners, may direct the vote and disposition of the 1,417,746 shares of Common Stock owned by Value Partners. Similarly, Ewing, as managing general partner of Ewing & Partners, may direct the vote and disposition of the 1,417,746 shares of Common Stock owned by Value Partners. (c) The transactions in the Issuer's securities by Value Partners during the past 60 days were (i) the Exchange and (ii) the transactions listed on Annex A attached hereto. (d) Ewing and Ewing & Partners may be deemed to have the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by Value Partners. (e) As of February 4, 1999, Value Partners, Ewing & Partners, and Ewing ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock of the Issuer. As such, Value Partners, Ewing & Partners, and Ewing no longer have a continuing reporting obligation with respect to the Common Stock. [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK] ANNEX A Transaction Buy/ Quantity Price per Date Sell (shares) Share ($) ----------- ---- --------- --------- 01/29/99 Sell 100,000 $5.98 01/29/99 Sell 5,000 $6.01 02/01/99 Sell 63,000 $6.00 02/02/99 Sell 162,000 $5.84 02/03/99 Sell 312,000 $5.79 02/04/99 Sell 136,500 $6.01 02/04/99 Sell 70,000 $6.43 ------- Total 848,500 ======= SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 8, 1999 VALUE PARTNERS, LTD. By: EWING & PARTNERS as General Partner By: /S/TIMOTHY G. EWING --------------------------- Timothy G. Ewing as Managing Partner EWING & PARTNERS By: /S/TIMOTHY G. EWING --------------------------- Timothy G. Ewing as Managing Partner /S/TIMOTHY G. EWING --------------------------- Timothy G. Ewing -----END PRIVACY-ENHANCED MESSAGE-----