TIME WARNER INC/
SC 13G, 2000-02-14
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549
                                  -------------

                                  SCHEDULE 13G
                                 (Rule 13d-102)

    INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSANT TO RULES 13d-1(b),
          (c), AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
                              (Amendment No. ___ )*

                                 Hoover's, Inc.
                                (Name of Issuer)

                     Common Stock, par value $.01 per share
                         (Title of Class of Securities)

                                   4393211100
                                 (CUSIP Number)

                                  July 20, 1999
             (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-(c)

               / x /    Rule 13d-1(d)

*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).


<PAGE>


                                  SCHEDULE 13G

- -----------------------------------------------------------------------------
CUSIP No. 4393211100                                        Page 2 of 5 Pages
          ----------                                            ---  ---
==============================================================================

1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

          Time Warner Inc.
          13-3527249

==============================================================================

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
          a  /  /             b  /  /

==============================================================================

3    SEC USE ONLY

==============================================================================

4    CITIZENSHIP OR PLACE OF ORGANIZATION                       Delaware

==============================================================================

                               5    SOLE VOTING POWER          2,627,080 (1)
          NUMBER OF
           SHARES            =================================================
        BENEFICIALLY
          OWNED BY             6    SHARED VOTING POWER                0
            EACH
          REPORTING          =================================================
           PERSON
            WITH               7    SOLE DISPOSITIVE POWER     2,627,080 (1)

                             =================================================

                               8    SHARED DISPOSITIVE POWER           0

==============================================================================

9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON     2,627,080 (1)

==============================================================================

10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
              /   /

==============================================================================

11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)              20.9% (2)

==============================================================================

12   TYPE OF REPORTING PERSON                                         HC

 =============================================================================
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

(1)  Includes 375,000 shares of Hoover's, Inc. common stock subject
     to immediately exercisable warrants.

(2)  Calculated pursuant to Rule 13d-3(d).


<PAGE>



CUSIP No. 4393211100                                         Page 3 of 5 Pages
          ----------                                             ---  ---


Item 1(a)         Name of Issuer

                       Hoover's, Inc.
                       --------------

Item 1(b)         Address of Issuer's Principal Executive Offices:

                       1033 La Posada Drive
                       Austin, TX  78752
                       --------------------

Item 2(a)         Name of Person Filing:

                       Time Warner Inc.

Item 2(b)         Address of Principal Business Office or, if None, Residence:

                       75 Rockefeller Plaza
                       New York, NY  10019

Item 2(c)         Citizenship:      Delaware

Item 2(d)         Title of Class of Securities:

                       Common Stock, par value $.01 per share
                       --------------------------------------

Item 2(e)         CUSIP Number:

                       4393211100
                       ----------

<PAGE>


CUSIP No. 4393211100                                         Page 4 of 5 Pages
          ----------                                             ---  ---


Item 3.       If This Statement is filed Pursuant to Rule 13d-1(b) or 13d-2(b)
              or (c), Check Whether the Person Filing is a:

(a)     /  /  Broker or dealer registered under Section 15 of the Exchange Act.

(b)     /  /  Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)     /  /  Insurance company as defined in Section 3(a)(19) of the
              Exchange Act.

(d)     /  /  Investment company registered under Section 8 of the
              Investment Company Act.

(e)     /  /  An investment adviser in accordance with Rule
              13d-1 (b)(1)(ii)(E);

(f)     /  /  An employee benefit plan or endowment fund in accordance with
              Rule 13d-1(b)(1)(ii)(F);

(g)     /  /  A parent holding company or control person in accordance with
              Rule 13d-1(b)(1)(ii)(G);

(h)     /  /  A savings association as defined in Section 3(b) of the Federal
              Deposit Insurance Act;

(i)     /  /  A church plan that is excluded from the definition of an
              investment   company   under   Section   3(c)(14)  of  the
              Investment Company Act;

(j)     /  /  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

    If this statement is filed pursuant to Rule 13d-1(c), check this box. / /


Item 4.   Ownership.

            Provide the  following  information  regarding  the  aggregate
            number and percentage of the class of securities of the Issuer
            identified in Item 1.

(a)         Amount beneficially owned:                       2,627,080 (1)
                                                             -------------

(b)         Percent of Class:                                    20.9% (2)
                                                            --------------

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

(i)         Sole power to vote or to direct the vote        2,627,080 (1),
                                                            --------------

(ii)        Shared power to vote or to direct the vote          0        ,
                                                          ----------------

(iii)       Sole power to dispose or to direct the          2,627,080 (1),
            disposition of                                ----------------

(iv)        Shared power to dispose or to direct the                  0  ,
            disposition of                                ----------------

  -------------
(1)  Includes 375,000 shares of Hoover's, Inc. common stock subject
     to immediately exercisable warrants.

(2)  Calculated pursuant to Rule 13d-3(d).

<PAGE>


CUSIP No. 4393211100                                         Page 5 of 5 Pages
          ----------                                             ---  ---


Item 5.     Ownership of Five Percent or Less of a Class.

               Not Applicable

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.

              Warner Books Multimedia Corp. (a wholly owned
              indirect subsidiary of Time Warner Inc.) - CO

Item 8.     Identification and Classification of Members of the Group.

               Not Applicable

Item 9.     Notice of Dissolution of Group.

               Not Applicable

Item 10.    Certifications.

              After  reasonable  inquiry and to the best of my knowledge and
              belief,  I  certify  that the  information  set  forth in this
              statement is true, correct and complete.

Date:    February 14, 2000


                                       TIME WARNER INC.


                                 By:     /s/  Christopher P. Bogart
                                       --------------------------------
                                       Name:   Christopher P. Bogart
                                       Title:  Executive Vice President,
                                               General Counsel and Secretary





<PAGE>


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