-----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, DtIhT9Tss4qfXcAWuPJAvdvY0GHWqZis6W38XD/ARvmpuL2aXpAh63vTn5jJgu8e QT4Gtv9vyJ7A+e7v44x9sQ== 0001035704-99-000533.txt : 19991029 0001035704-99-000533.hdr.sgml : 19991029 ACCESSION NUMBER: 0001035704-99-000533 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991028 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: 99735496 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: 8101 EAST PRENTICE AVENUE SUITE 500 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3037215400 MAIL ADDRESS: STREET 1: 8101 EAST PRENTICE AVENUE SUITE 500 CITY: ENGLEWOOD STATE: CO ZIP: 80111 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D (Amendment No. 1) 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 9197 South Peoria Street, Englewood, CO 80112 (720) 875-5440 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 30, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 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. *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). 2 Page 2 of 5 Common Stock CUSIP No. 000 88E 10 4 (1) Names of Reporting Persons Liberty Media Corporation I.R.S. Identification Nos. of Above Persons (entities only) 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 Shares Beneficially (7) Sole Voting Power 13,000,000 Shares* Owned by Each Reporting Person (8) Shared Voting Power 0 Shares With (9) Sole Dispositive Power 13,000,000 Shares* (10) Shared Dispositive Power 0 Shares (11) Aggregate Amount Beneficially Owned by Each Reporting Person 13,000,000 Shares* (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / / (13) Percent of Class Represented by Amount in Row (11)* 28.85% (14) Type of Reporting Person CO
* Includes 7,500,000 shares of Common Stock issuable upon exercise of certain warrants. (See Items 3 and 5 herein.) 3 Page 3 of 5 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Statement of LIBERTY MEDIA CORPORATION Pursuant to Section 13(d) of the Securities Exchange Act of 1934 in respect of ACTV, Inc. (Commission File No. 001-10377) ITEM 1. SECURITY AND ISSUER Liberty Media Corporation, a Delaware corporation (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 1270 Avenue of the Americas, New York, New York 10020. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION In addition to the 2,500,000 Shares of Common Stock held by Reporting Person and previously disclosed in the Statement, the Reporting Person used working capital on June 30, 1999: (i) to purchase 2,500,000 Shares of Common Stock pursuant to a previously existing warrant (the "September Warrant") held by Reporting Person for a total exercise price of $5,000,000; and (ii) to purchase 500,000 Shares of Common Stock and a warrant to purchase 7,500,000 Shares (the "New Warrant") for a combined purchase price of $4,000,000. The New Warrant is divided into three tranches, each for 2,500,000 Shares of Common Stock. The first tranche has an exercise price of $8.00 per Share and is exercisable until March 29, 2000. The second tranche has an exercise price of $13.00 per Share and is exercisable until March 29, 2001. The third tranche has an exercise price of $15.00 per Share and is exercisable until March 29, 2004. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5(a) of the Statement is hereby replaced in its entirety with the following: 4 Page 4 of 5 (a) The Reporting Person presently beneficially owns 13,000,000 Shares of Common Stock which represent approximately 28.85% of the 45,063,269 Shares of Common Stock outstanding as of June 30, 1999 after giving effect to the issuance of 7,500,000 Shares of Common Stock issuable to Reporting Person upon exercise of the New Warrant. 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 Securities Purchase Agreement between Reporting Person and the Issuer dated as of March 29, 1999 (the "Securities Purchase Agreement"). To the best knowledge of the Reporting Person, none of the persons listed in Schedule 1 or Schedule 2 to the Statement has any interest in any securities of the Issuer. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Issuer and Liberty IATV, Inc., a wholly owned subsidiary of the Reporting Person ("Liberty IATV"), executed the Securities Purchase Agreement pursuant to which the Issuer sold and Liberty IATV purchased 3,000,000 Shares (including 2,500,000 from the September Warrant) of Common Stock and the New Warrant. The Issuer also executed and delivered the New Warrant wherein the Issuer granted the right to purchase an additional 7,500,000 Shares as described herein. These transactions closed on June 30, 1999. Copies of the Securities Purchase Agreement and the New Warrant are incorporated by reference as Exhibits 7(a) and 7(b), respectively. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS (a) Securities Purchase Agreement dated as of March 29, 1999 between the Issuer and Liberty IATV, Inc. (b) Warrant issued by Issuer to Liberty IATV, Inc. dated as of March 29, 1999. 5 Page 5 of 5 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. July 8, 1999 LIBERTY MEDIA CORPORATION /s/ Gary S. Howard ------------------------------------- Gary S. Howard Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----