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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 7
GETTY IMAGES, INC.
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(Name of Issuer)
Shares of Common Stock, par value $0.01 per share
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(Title of Class of Securities)
374276 10 3
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(CUSIP Number)
Mark Torrance
c/o Getty Images, Inc.
2101 Fourth Avenue, 5th Floor
Seattle, Washington 98121
(206) 695-3400
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Copy to:
Bruce M. Pym
Heller Ehrman White & McAuliffe
6100 Columbia Center, 701 Fifth Avenue
Seattle, Washington 98104
Telephone: (206) 447-0849
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September 15, 1998
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(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 / /.
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CUSIP No. 374276 10 3
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Mark Torrance
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
/ / (a)
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/X/ (b)
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) OO
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e). / /
(6) Citizenship or Place of Organization
U.S.
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Number of (7) Sole Voting Power 2,804,955
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Shares
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Beneficially (8) Shared Voting Power 2,223,224
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Owned by
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Each (9) Sole Dispositive Power 2,804,955
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Reporting
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Person (10) Shared Dispositive Power 2,223,224
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With
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 5,028,179
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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(13) Percent of Class Represented by Amount in Row (11) 16.5%
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(14) Type of Reporting Person (See Instructions) IN
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2
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CUSIP No. 374276 10 3
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PDI, L.L.C.
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
/ / (a)
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/X/ (b)
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) OO
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e). / /
(6) Citizenship or Place of Organization
Washington
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Number of (7) Sole Voting Power 2,771,357
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Shares
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Beneficially (8) Shared Voting Power 2,223,224
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Owned by
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Each (9) Sole Dispositive Power 2,771,357
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Reporting
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Person (10) Shared Dispositive Power 2,223,224
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With
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,994,581
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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(13) Percent of Class Represented by Amount in Row (11) 16.4%
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(14) Type of Reporting Person (See Instructions) OO
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3
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CUSIP No. 374276 10 3
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Wade Torrance
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
/ / (a)
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/X/ (b)
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(3) SEC Use Only
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(4) Source of Funds (See Instructions) OO
----------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e). / /
(6) Citizenship or Place of Organization
U.S.
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Number of (7) Sole Voting Power 0
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Shares
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Beneficially (8) Shared Voting Power 2,223,224
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Owned by
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Each (9) Sole Dispositive Power 0
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Reporting
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Person (10) Shared Dispositive Power 2,223,224
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With
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,223,224
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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(13) Percent of Class Represented by Amount in Row (11) 7.3%
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(14) Type of Reporting Person (See Instructions) IN
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4
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This Amendment No. 1 amends the Schedule 13D filed with the
Securities and Exchange Commission on February 19, 1998 by PDI, LLC, a
Washington limited liability company (the "Schedule 13D"). This Amendment
No. 1 is filed to reflect information required by Rule 13d-2 under the
Securities Exchange Act of 1934, as amended, relating to the Common Stock,
par value $0.01 per share, of Getty Images, Inc., a Delaware corporation.
This Amendment No. 1 amends and restates Items 4 and 5 of the Schedule 13D,
amends Items 2 and 6, and does not amend any other Items not mentioned
herein. Capitalized terms used herein without definitions have the meaning
set forth in the Schedule 13D.
Item 2. IDENTITY AND BACKGROUND.
The seventh paragraph of Item 2 is amended and restated in its
entirety as follows:
On February 26, 1998, pursuant to the PDI LLC Agreement and prior
agreement of the Manager previously disclosed, the Manager distributed
250,000 Shares to the Class B Member from the Class B Assets. The Class B
Member has the right upon no less than 20 days' advance written notice to the
Manager to request distribution of the then remaining Class B Assets
("Remaining Shares") at the following times and in the following amounts:
(i) during December 1998, up to 20% of the Remaining Shares; (ii) during
December 1999, up to 20% of the Remaining Shares (plus amounts not previously
requested); (iii) during December 2000, up to 20% of the Remaining Shares
(plus amounts not previously requested); (iv) during December 2001, up to
20% of the Remaining Shares (plus amounts not previously requested under the
PDI LLC Agreement); and (v) during December 2002, any then Remaining Shares.
Item 4 is amended and restated in its entirety as follows:
Item 4. PURPOSE OF TRANSACTION.
Mark Torrance, PDI and Wade Torrance acquired the Shares to which
this Schedule 13D relates for the purpose of investing in Issuer.
Mark Torrance, PDI and Wade Torrance from time to time intend to
review their respective investments in Issuer on the basis of various
factors, including Issuer's business, financial condition, results of
operations and prospects, general economic and industry conditions, the
securities markets in general and those for Issuer's securities in
particular, as well as other developments and other investment opportunities.
Based upon such review, Mark Torrance, PDI and Wade Torrance will take such
actions in the future as they may deem appropriate in light of the
circumstances existing from time to time. If Mark Torrance, PDI and Wade
Torrance believe that further investment in Issuer is attractive, whether
because of the market price of Issuer's securities or otherwise, they may
acquire Shares either in the open market or in privately negotiated
transactions. Similarly, depending on market and other factors, Mark
Torrance, PDI and Wade Torrance may determine to dispose of some or all of
the Shares currently owned by them or otherwise acquired by them either in
the open market or in privately negotiated transactions. As described in
Item 2, on February 26, 1998, the Manager distributed 250,000 shares held by PDI
to Wade Torrance. Wade Torrance sold all of these Shares as described more
fully in Item 5.
Except as set forth above or in Item 2, Mark Torrance, PDI and Wade
Torrance have not formulated any plans or proposals which relate to or would
result in: (i) the acquisition by any person of additional securities of
Issuer or the disposition of securities of Issuer, (ii) an extraordinary
corporate transaction involving Issuer or any of its subsidiaries, (iii) a
sale or transfer of a material amount of the assets of Issuer or any of its
subsidiaries, (iv) any change in the present board of directors or management
of Issuer, (v) any material change in Issuer's capitalization or dividend
policy, (vi) any other material change in Issuer's business or corporate
structure, (vii) any change in Issuer's charter or bylaws or other
instruments corresponding thereto or other action which may impede the
acquisition of control of Issuer by any person, (viii) causing a class of
Issuer's securities to be deregistered or delisted, (ix) a class of equity
securities of Issuer becoming eligible for termination of registration or (x)
any action similar to any of those enumerated above.
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Item 5 is amended and restated in its entirety as follows:
Item 5. INTEREST IN SECURITIES OF ISSUER.
Based on the most recent information available to Mark Torrance,
PDI and Wade Torrance, each of Mark Torrance, PDI and Wade Torrance are
deemed to beneficially own the number of Shares and the percentage of
outstanding Shares listed in the responses to Items 11 and 13, respectively,
on Mark Torrance's, PDI's and Wade Torrance's respective cover pages filed
herewith, and such responses are incorporated by reference herein. In
addition, the number of Shares with respect to which each of Mark Torrance,
PDI and Wade Torrance (i) has sole voting power, (ii) shares voting power,
(iii) has sole dispositive power, and (iv) shares dispositive power, are
listed in responses to Items 7, 8, 9, and 10, respectively, on Mark
Torrance's, PDI's and Wade Torrance's respective cover pages filed herewith,
and such responses are incorporated by reference herein.
Mark Torrance is deemed to be the beneficial owner of the following
Shares:
(i) 33,598 Shares owned directly by Mark Torrance; and
(ii) 4,994,581 Shares owned by PDI, the limited liability company of which
Mark Torrance is the Manager.
PDI is deemed to be the beneficial owner of 4,994,581 Shares owned by
PDI directly.
By virtue of her membership interest in PDI, Wade Torrance is
deemed to be the beneficial owner of 2,223,224 shares held by PDI.
On February 26, 1998, the Manager distributed 250,000 Shares from
Class B Assets held by PDI to Wade Torrance as described in Item 2. On March
3, 1998, Wade Torrance sold in the open market all 250,000 Shares for an
average price of $23.80 per share. Between September 2 and 15, PDI sold in
the open market 300,000 Shares from Class A Assets for an average price of
$14.90 per share.
Except as described herein, none of Mark Torrance, PDI or Wade
Torrance has acquired or disposed of, or entered into any other transaction
with respect to, any Shares during the past 60 days.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF ISSUER.
Item 6 is supplemented as follows:
D. THE PDI LLC AGREEMENT.
See Item 2.
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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.
September 29, 1998
/s/ Mark Torrance
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Mark Torrance
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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.
September 29, 1998 PDI, L.L.C.
By: /s/ Mark Torrance
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Name: Mark Torrance
Title: Manager
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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.
September 29, 1998
By: /s/ Wade Torrance
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Wade Torrance
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