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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 5
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
(208) 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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June 17, 1999
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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
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(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 (a) [ ]
(See Instructions) (b) [ ]
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(3) SEC Use Only
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(4) SOURCE OF FUNDS (See Instructions)
00
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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(6) Citizenship or Place of Organization
U.S.
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(7) Sole Voting Power
Number of 2,638,955
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 984,116
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 2,638,955
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(10) Shared Dispositive Power
984,116
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,623,071
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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)
10.0%
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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
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(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 (a) [ ]
(See Instructions) (b) [ ]
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(3) SEC Use Only
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(4) SOURCE OF FUNDS (See Instructions)
00
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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(6) Citizenship or Place of Organization
Washington
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(7) Sole Voting Power
Number of 2,151,357
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 984,116
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 2,151,357
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(10) Shared Dispositive Power
984,116
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,135,473
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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)
8.6%
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(14) Type of Reporting Person (See Instructions)
00
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3
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CUSIP No. 374276 10 3
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(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
Wade Torrance
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(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ X ]
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(3) SEC Use Only
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(4) SOURCE OF FUNDS (See Instructions) 00
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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(6) Citizenship or Place of Organization
U.S.
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(7) Sole Voting Power
Number of 444,464
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 984,116
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 444,464
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(10) Shared Dispositive Power
984,116
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,428,580
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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)
3.9%
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(14) Type of Reporting Person (See Instructions)
IN
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4
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This Amendment No. 5 amends the Schedule 13D filed with the Securities
and Exchange Commission on February 19, 1998 by PDI, LLC, a Washington limited
liability company, as amended by Amendment No. 1 on September 30, 1998,
Amendment No 2 on February 11, 1999, Amendment No. 3 on March 3, 1999, and
Amendment No. 4 on April 21, 1999 (the "Schedule 13D"). This Amendment No. 5 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. 5
amends and restates Item 5 of the Schedule 13D, amends Item 1, Item 3, Item 4,
Item 6, and Item 7 of the Schedule 13D, 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 1: SECURITY AND ISSUER
The last sentence of Item 1 is amended and restated in its entirety as
follows:
The principal executive offices of the Issuer are located at 701 N.
34th Street, Suite 400, Seattle, WA 98103.
Item 3: SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
The following paragraph is added at the end of Item 3.
Prior to September 28, 1998, Mark H. Torrance held options ("Stock
Option") to purchase at the price of $20.91 per share up to an aggregate of
$550,000 of Shares ("Option Shares") pursuant to the Issuer's 1998 Stock
Incentive Plan. After September 28, 1998, Mark Torrance is entitled to hold and
exercise the Stock Option in accordance with Section 3(c) of the Employment
Agreement, dated as of February 9, 1998, and the Separation Agreement, dated
September 28, 1998, ("Separation Agreement") between Mark Torrance and Issuer,
as if Mark Torrance continues to be an employee of Issuer. The Separation
Agreement provides that Mark Torrance may exercise the Stock Option until
February 1, 2008. In connection with the Separation Agreement, the vesting of
the Stock Option was accelerated. As long as Mark Torrance complies with certain
restrictions, the Stock Option will vest in accordance with the following
schedule: 175,000 Option Shares have vested on November 1, 1998 and the
remaining 375,000 Option Shares vest at a rate of 15,000 Option Shares per month
thereafter. 415,000 Option Shares are exercisable within 60 days after the date
hereof.
Item 4: PURPOSE OF TRANSACTION
The following sentence is added at the end of second paragraph of
Item 4.
If Mark Torrance believes that further investment in Issuer is
attractive, he may exercise all or part of the Stock Option, as described in
Item 3.
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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) 32,598 Shares owned directly by Mark Torrance; and
(ii) 3,135,473 Shares owned by PDI, the limited liability company of
which Mark Torrance is the Manager.
(iii) 415,000 Shares by virtue of holding the Stock Option.
(iv) 40,000 shares owned by The Mark Torrance Foundation, a
non-profit corporation, which is controlled by Mark Torrance.
PDI is deemed to be the beneficial owner of 3,135,473 Shares
owned by PDI directly.
Wade Torrance is deemed to be the beneficial owner of the
following Shares:
(i) 444,464 Shares owned directly by Wade Torrance, and
(ii) 984,116 Shares by virtue of her membership interest in PDI.
On February 26, 1998, the Manager distributed 250,000 Shares
form 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 and
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 $14.80
per share.
On January 8, 1999, the Manager distributed 444,644 Shares from
Class B Assets held by PDI to Wade Torrance as described in Item 2.
Between February 26, 1999 and March 12, 1999, PDI sold for an
average price of $20.49 per share 180,000 Shares from Class A Assets, 180,000
Shares from Class B Assets, and 40,000 Shares from Class C Assets. Between
March 12, 1999 and May 19, 1999, Wade Torrance sold 200,000 Shares owned
directly by her for an average price of $25.90 per share.
Between June 17, 1999 and June 23, 1999, PDI sold in the open
market for an average price of $19.93 per share 170,000 Shares from Class A
Assets, 5,000 Shares from Class B Assets, and 30,000 Shares from Class C Assets.
On June 28, 1999, the Manager distributed 165,000 Shares from
Class B Assets held by PDI to Wade Torrance.
Between August 19, 1999 and November 23, 1999, Wade Torrance
sold 409,644 Shares owned directly by her for an average price of $27.80 per
share. After November 23, 1999, Wade Torrance ceased to be a beneficial owner of
more than five percent of Issuer Common Stock, and her reporting requirement
under Regulation D-G under the Securities Exchange Act of 1934, as amended,
terminated.
In October of 1999, PDI transferred as a gift and without any
consideration 150,000 Shares from Class A Assets to Blind Trust and 50,000
Shares from Class A Assets to The Mark Torrance Foundation, which is controlled
by Mark Torrance. The Mark Torrance Foundation transferred as a gift and
without any consideration 10,000 of those 40,000 Shares to Washington Software
Alliance.
On December 10, 1999, the Manager authorized the distribution of
444,464 Shares from Class B Assets held by PDI to Wade Torrance.
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.
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Item 6 CONTRACTS ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 is supplemented as follows:
E. Employment Agreement between Issuer and Mark Torrance dated as of
February 9, 1998 (see Item 3).
F. Separation Agreement between Issuer and Mark Torrance dated
September 28, 1998 (see Item 3).
Item 7 MATERIAL TO BE FILED AS EXHIBITS
Item 7 is supplemented as follows:
<TABLE>
<CAPTION>
Description Exhibit Number
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<S> <C>
Employment Agreement dated as of February 9, 1998 6
between Issuer and Mark Torrance (incorporated herein
by reference to Exhibit 10.16 of Issuer's 10-Q for the
period ending March 31, 1998).
Separation Agreement dated September 28, 1998 7
between Issuer and Mark Torrance (incorporated
herein by reference to Exhibit 10.13 of Issuer's
10-K for the period ending December 31, 1998).
</TABLE>
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.
December 14, 1999
/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.
December 14, 1999
PDI, L.L.C.
/s/ Mark Torrance
By: ---------------------------
Name: Mark Torrance
Title: Manager
8
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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.
December 10, 1999
/s/ Wade Torrance
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Wade Torrance
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