-----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, RLttG5qF87WNagbX5UVF65ihxwSHBXgt6AF5ihDfYlwpZJ6WvODLgcK3WfBoY4Lk xAj7lZfrW16RH8IMGVLEsw== 0000950123-02-005712.txt : 20020529 0000950123-02-005712.hdr.sgml : 20020529 20020528213042 ACCESSION NUMBER: 0000950123-02-005712 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020529 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: 1934 Act SEC FILE NUMBER: 005-41394 FILM NUMBER: 02664137 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: LIBERTY MEDIA CORP /DE/ CENTRAL INDEX KEY: 0001082114 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 841288730 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9197 SOUTH PEORIA STREET CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 7208755400 MAIL ADDRESS: STREET 1: 9197 SOUTH PEORIA STREET CITY: ENGLEWOOD STATE: CO ZIP: 80112 SC 13D/A 1 y61109sc13dza.txt AMENDMENT TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 3) UNDER THE SECURITIES EXCHANGE ACT OF 1934 ACTV, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.10 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 000 88E 10 4 ------------------------------------- (CUSIP Number) Charles Y. Tanabe Senior Vice President and General Counsel Liberty Media Corporation 12300 Liberty Boulevard, Englewood, CO 80112 (720) 875-5400 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 8, 2002 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) Page 1 of 9 Pages - ---------- *The remainder of this cover page shall be filled out for a reporting 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 disclosures provided in a prior cover page. The information required on 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. 000 88E 10 4 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Liberty Media Corporation 84-1288730 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 8,810,000 Shares ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 Shares ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 8,810,000 Shares ------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH: 0 Shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,810,000 Shares - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Page 2 of 9 Pages CUSIP No. 000 88E 10 4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 3) STATEMENT OF LIBERTY MEDIA CORPORATION PURSUANT TO SECTION 13(D) OF THE SECURITIES EXCHANGE ACT OF 1934 IN RESPECT OF ACTV, INC. The above Schedule 13D, filed on March 29, 1999, as heretofore amended by Amendment No. 1 filed on October 28, 1999 and Amendment No. 2 filed on July 13, 2000, is hereby further amended as follows (terms not otherwise defined herein have the meanings assigned thereto in the Schedule 13D): ITEM 1. SECURITY AND ISSUER. Liberty Media Corporation, a Delaware corporation ( "Liberty" or the "Reporting Person") hereby amends its Statement on Schedule 13D (the "Statement") with respect to shares (the "Shares") of the Common Stock, par value $.10 per share (the "Common Stock"), of ACTV, Inc. (the "Issuer") beneficially owned by the Reporting Person. The Issuer's principal executive offices are located at 233 Park Avenue South, New York, New York 10003. ITEM 2. IDENTITY AND BACKGROUND Item 2 is hereby amended and restated to read in its entirety as follows: On August 10, 2001, AT&T Corp. ("AT&T"), the former parent corporation of Liberty, redeemed (the "Redemption") each outstanding share of Class A Liberty Media Group common stock, par value $1.00 per share (the "Class A Liberty Media Group Common Stock"), and Class B Liberty Media Group common stock, par value $1.00 per share (the "Class B Liberty Media Group Common Stock" and together with the Class A Liberty Media Group Common Stock, the "Liberty Media Group Common Stock"), in exchange for one share of a corresponding series of common stock of Liberty. Prior to the Redemption, the Liberty Media Group Common Stock was a tracking stock of AT&T intended to reflect the economic performance of the businesses and assets attributed to AT&T's Liberty Media Group. Upon the redemption, Liberty became the holder of all of the businesses and assets formerly attributed to AT&T's Liberty Media Page 3 of 9 Pages CUSIP No. 000 88E 10 4 Group. As a result of the Redemption, Liberty became an independent, publicly traded company. Liberty owns interests in a broad range of video programming and communications businesses in the United States, Europe, South America and Asia. Liberty Media's principal assets include interests in Starz Encore Group LLC, Liberty Livewire Corporation, On Command Corporation, Discovery Communications, Inc., AOL Time Warner Inc., QVC, Inc., USA Interactive, Inc., Telewest Communications plc, Motorola, Inc., Sprint PCS Group, The News Corporation Limited and Vivendi Universal, S.A. Liberty's principal business address is 12300 Liberty Boulevard, Englewood, Colorado 80112. Schedule 1 attached to this Statement contains the following information concerning each director, executive officer and controlling person of Liberty: (i) name and residence or business address; (ii) principal occupation or employment; and (iii) the name, principal business and address of any corporation or other organization in which such employment is conducted. Schedule 1 is incorporated herein by reference and amends and restates Schedule 1 and Schedule 2 to this Statement in their entirety. To the knowledge of Liberty, each of the persons named on Schedule 1 (the "Schedule 1 Persons") is a United States citizen, except for David J.A. Flowers, who is a Canadian citizen. During the last five years, neither Liberty nor any of the Schedule 1 Persons (to the knowledge of Liberty) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither Liberty nor any of the Schedule 1 Persons (to the knowledge of Liberty) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was 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. ITEM 4. PURPOSE OF THE TRANSACTION. Item 4 is hereby amended and restated to read in its entirety as follows: On May 8, 2002, the Issuer announced that it had entered into an agreement with Liberty, dated as of May 3, 2002 (the "Letter Agreement"), regarding the possible acquisition by Liberty of all of the outstanding shares of Common Stock. Under the terms of the Letter Agreement and subject to the conditions thereof, Liberty, directly or through one of its subsidiaries or affiliates, would acquire all of the outstanding shares of Common Stock not already owned by Liberty at a price per share equal to $2.00 (the "Proposed Transaction"). The purchase price would be payable in either cash, shares of Liberty Series A Common Stock, or, upon the mutual agreement of the Issuer and Liberty, the publicly traded common stock of a subsidiary or affiliate of Liberty. Pursuant to the Letter Agreement, the Issuer entered into a 65-day exclusive negotiating period (the "Exclusive Period") with respect to the Proposed Transaction, during which Liberty will conduct its due diligence and Liberty and the Issuer will negotiate the definitive terms of the Proposed Transaction. In the event the Exclusive Period ends without the execution of a Page 4 of 9 Pages CUSIP No. 000 88E 10 4 definitive agreement, Liberty may elect, by the first business day following the last day of the Exclusive Period, to require the Issuer to enter into a merger agreement or other agreement providing for a business combination between the Issuer and Liberty (or a Liberty subsidiary or affiliate) in which the stockholders of the Issuer would receive consideration of $2.00 per share payable, at Liberty's option, in cash or shares of Liberty Series A Common Stock, or, upon the mutual agreement of the Issuer and Liberty, the publicly traded common stock of a subsidiary or affiliate of Liberty. The execution of the Letter Agreement does not give rise to any obligation on the part of Liberty to enter into a definitive agreement with respect to the Proposed Transaction or to otherwise acquire (directly or indirectly) any additional shares of Common Stock. If Liberty determines to proceed with the Proposed Transaction, consummation thereof would be subject to certain conditions, including obtaining certain regulatory approvals and the approval of the Issuer's stockholders. Liberty has not reached any conclusion concerning its course of action if it does not proceed with or ultimately consummate the Proposed Transaction as contemplated by the Letter Agreement and Liberty reserves the right to take, in such event, any lawful action which it deems desirable, including disposing of all or a portion of the shares of the Common Stock beneficially owned by it, continuing to hold all or a portion of such shares, or taking any other available course of action, which could result in the occurrence of any or all of the events listed in the last paragraph of this Item 4. In reaching any conclusion as to its future course of action, Liberty will take into consideration various factors, including but not limited to, the Issuer's business and prospects, developments concerning the Issuer, other business opportunities available to it, developments with respect to its or the Issuer's business, general economic conditions, and financial and stock market conditions. Liberty reserves the right, subject to applicable law and its agreement with the Issuer described in Item 6 of the Statement, to acquire additional shares of Common Stock through open-market purchases, privately negotiated transactions or otherwise. Except as described above in this Item 4, Liberty does not have any present plans or proposals which relate to or would result in: (i) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Issuer's board; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer's business or corporate structure; (vii) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (viii) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Issuer becoming eligible for termination Page 5 of 9 Pages CUSIP No. 000 88E 10 4 of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5(a) is hereby amended and restated to read in its entirety as follows: (a) The Reporting Person presently beneficially owns 8,810,000 Shares of Common Stock which represent approximately 15.8% of the 55,887,327 Shares of Common Stock outstanding as of April 11, 2002. The total number of Shares outstanding and the percentage held by the Reporting Person are based on the representations of the Issuer contained in the Form 10-K for the year ended December 31, 2001 filed with the Securities and Exchange Commission on April 12, 2000. To the best knowledge of the Reporting Person, none of the persons listed in Schedule 1 to this Statement has any interest in any securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended to include the following Exhibit: (a) - Press Release dated May 8, 2002 announcing the execution of a Letter Agreement by and between ACTV, Inc. and Liberty Media Corporation. Page 6 of 9 Pages CUSIP No. 000 88E 10 4 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. May 22, 2002 LIBERTY MEDIA CORPORATION By: /s/Elizabeth M. Markowski ----------------------------------- Name: Elizabeth M. Markowski Title: Senior Vice President Page 7 of 9 Pages CUSIP No. 000 88E 10 4 Schedule 1 of the Schedule 13D is hereby amended and restated to read in its entirety as follows: SCHEDULE 1 DIRECTORS AND EXECUTIVE OFFICERS OF LIBERTY MEDIA CORPORATION The name and present principal occupation of each director and executive officer of Liberty Media Corporation is set forth below. Unless otherwise noted, the business address for each person listed below is c/o Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112. All executive officers and directors listed on this Schedule 1 are United States citizens, except for David J.A. Flowers, who is a Canadian citizen.
Name and Business Address Principal Occupation - ------------------------- -------------------- John C. Malone Chairman of the Board and Director of Liberty Robert R. Bennett President, Chief Executive Officer and Director of Liberty Donne F. Fisher Director of Liberty; President of Fisher Capital Partners Ltd. Gary S. Howard Executive Vice President, Chief Operating Officer and Director of Liberty; Chairman of the Board and Director of Liberty Satellite & Technology, Inc. Paul A. Gould Director of Liberty; Managing Director of Allen & Allen & Company Incorporated Company Incorporated 711 5th Avenue, 8th Floor New York, NY 10022 Jerome H. Kern Director of Liberty; Consultant, Kern Consulting Kern Consulting LLC LLC 4600 S. Syracuse Street Denver, CO 80237 Larry E. Romrell Director of Liberty David J.A. Flowers Senior Vice President and Treasurer of Liberty Elizabeth M. Markowski Senior Vice President of Liberty Charles Y. Tanabe Senior Vice President, General Counsel and Secretary of Liberty Albert E. Rosenthaler Senior Vice President of Liberty Christopher W. Shean Senior Vice President and Controller of Liberty
Page 8 of 9 Pages EX-99.7.A 3 y61109exv99w7wa.txt PRESS RELEASE CUSIP No. 000 88E 10 4 EXHIBIT 7(a) ACTV SIGNS LETTER AGREEMENT WITH LIBERTY MEDIA NEW YORK, May 8 /PRNewswire-FirstCall/ -- ACTV, Inc. (Nasdaq: IATV) reported today that it has signed a letter agreement with Liberty Media Corporation (NYSE: L) regarding a possible acquisition of all outstanding shares of ACTV common stock. Under the terms of the letter agreement, Liberty, which currently owns approximately 16% of ACTV's outstanding shares, would purchase all remaining shares at a price of $2.00 per share. Such purchase price would be payable in either cash, shares of Liberty Series A common stock, or the publicly traded common stock of a Liberty subsidiary or affiliate. ACTV has entered into a 65-day exclusive negotiating period with Liberty with respect to the possible transaction, during which Liberty will conduct due diligence and negotiate definitive terms with ACTV. Should the exclusive period end without either a signed definitive agreement between the parties, or a decision by either party not to proceed with the possible transaction, Liberty may elect, for a period of one day following the end of the exclusive period, to acquire the remaining outstanding shares of ACTV at a price of $2.00 per share. Neither Liberty nor ACTV can provide any assurances that a definitive agreement will be reached, or that a transaction ultimately will be consummated. Any potential transaction calling for the acquisition of all outstanding shares of ACTV common stock would require board approval of Liberty Media and ACTV as well as ACTV shareholder approval. ACTV is being advised in this matter by Friedman, Billings, Ramsey & Co., Inc. ABOUT ACTV, INC. ACTV, Inc. (Nasdaq: IATV) is a digital media company providing proprietary technologies, tools, and technical and creative services for interactive TV advertising, personalized programming applications and enhanced media. For more information, visit www.actv.com. This news release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements which are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks defined in this document and in statements filed from time to time with the Securities and Exchange Commission. All such forward-looking statements, whether written or oral, and whether made by or on behalf of the companies, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the companies disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof. Page 9 of 9 Pages -----END PRIVACY-ENHANCED MESSAGE-----