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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)
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)
Jan D. Moehl
Getty Investments L.L.C.
1325 Airmotive Way, Suite 262
Reno, Nevada 89502-3420
(775) 348-0111
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Mark J. Jenness, Esq.
Getty Investments L.L.C.
1325 Airmotive Way, Suite 262
Reno, Nevada 89502-3420
(775) 348-0111
November 22, 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 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. |_|
(Continued on following pages)
47920.0008
(Page 1 of 6 Pages)
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<S> <C> <C> <C> <C> <C>
CUSIP No. 374276 10 3 13D
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1 NAME OF REPORTING PERSON Getty Investments L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: OO
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5 CHECK BOX 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: Delaware
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NUMBER OF 7 SOLE VOTING POWER: 9,620,043
SHARES ------------------- -------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 1,145,204
OWNED BY ------------------- -------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 9,620,043
REPORTING ------------------- -------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
10,765,247
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 23.8%
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14 TYPE OF REPORTING PERSON: OO
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ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Amendment No. 2 to
Schedule 13D (this "Amendment") relates is the shares of common stock, par value
$0.01 per share ("Shares"), of Getty Images, Inc., a Delaware corporation
("Issuer"). The principal executive offices of the Issuer are located at 701 N.
34th Street, Suite 400, Seattle, Washington 98103.
Item 5 is hereby amended in its entirety as follows:
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
Based on the most recent information available to Getty Investments,
Getty Investments is 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 the cover page filed herewith, and such responses are
incorporated by reference herein. In addition, the number of Shares with respect
to which Getty Investments (i) has sole voting power, (ii) shares voting power,
(iii) has sole dispositive power, and (iv) shares dispositive power, are listed
in the responses to Items 7, 8, 9, and 10, respectively, on the cover page filed
herewith, and such responses are incorporated by reference herein.
The following individuals listed on Schedule I attached hereto, are
beneficial owners of Shares, with respect to all of which Getty Investments
disclaims beneficial ownership:
Mark H. Getty is the beneficial owner of 1,162,654 Shares, by virtue
of his right to acquire, within sixty (60) days after the date of this
Amendment, such Shares pursuant to the exercise of options outstanding under the
Getty Images Stock Incentive Plan or the Getty Communications plc Executive
Share Option Plan. He has sole power to vote (or direct the vote of) and sole
power to dispose of (or direct the disposition of) all such Shares. Mark H.
Getty may also be deemed to be the beneficial owner of 622,602 Shares held by
Abacus (C.I.) Limited as Trustee of the October 1993 Trust.
Jonathan D. Klein is the beneficial owner of 900 Shares, as well as
an additional 1,162,654 Shares by virtue of his right to acquire, within sixty
(60) days after the date of this Amendment, such Shares pursuant to the exercise
of options outstanding under the Getty Images Stock Incentive Plan or the Getty
Communications plc Executive Share Option Plan. He has sole power to vote (or
direct the vote of) and sole power to dispose (or direct the disposition of) all
such Shares. Jonathan D. Klein may also be deemed to be the beneficial owner of
522,602 Shares held by Abacus Trust Company (Isle of Man) as Trustee of the JD
Klein Family Settlement.
Andrew S. Garb is the beneficial owner of 10,000 Shares. He has sole
power to vote (or direct the vote of) and sole power to dispose of (or direct
the disposition of) all such Shares.
William A. Newsom is the beneficial owner of 1,000 Shares which he
acquired on December 7, 1999 in an open market transaction effected with an
Page 3 of 6 Pages
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independent broker at a purchase price of $38.50 per share. He has sole power to
vote (or direct the vote of) and sole power to dispose (or direct the
disposition of) all such Shares. On November 10, 1999, he disposed of 1,000
Shares of which he was the beneficial owner in an open market transaction
effected with an independent broker at a purchase price of $41.125 per share. On
November 18, 1999, he disposed of 1,000 Shares of which he was the beneficial
owner in an open market transaction effected with an independent broker at a
purchase price of $45.171875 per share. On November 26, 1999, he disposed of
1,600 Shares of which he was the beneficial owner in an open market transaction
effected with an independent broker at a purchase price of $43 per share.
Thomas E. Woodhouse is the beneficial owner of no Shares. On October
13, 1999, he disposed of 1,000 Shares of which he was the beneficial owner in an
open market transaction effected with an independent broker at a purchase price
of $22.625 per share. On November 2, 1999, he disposed of 1,500 Shares of which
he was the beneficial owner in an open market transaction effected with an
independent broker at a purchase price of $30.125 per share.
Jan D. Moehl is the beneficial owner of 21,000 Shares. He has sole
power to vote (or direct the vote of) and power to dispose of (or direct the
disposition of) 10,000 of such Shares. He shares, with Kathleen W. Moehl, power
to vote (or direct the vote of) and sole power to dispose of (or direct the
disposition of) 11,000 of such Shares. As described in Item 6 of the original
Schedule 13D, Jan D. Moehl has pledged 10,000 Shares to the Trustees of the
Cheyne Walk Trust as security for a five-year fully amortizing loan made to
acquire such Shares.
Except as described herein, neither Getty Investments nor any party
referred to above, has acquired or disposed of, or entered into any other
transaction with respect to, any Shares during the past 60 days.
Page 4 of 6 Pages
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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 Amendment is true, complete and
correct.
December 22, 1999 GETTY INVESTMENTS L.L.C.
By: /s/ Jan D. Moehl
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Name: Jan D. Moehl
Title: Officer
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Schedule I hereby amended to provide as follows:
SCHEDULE I
The name and present principal occupation of each of the executive
officers and directors of Getty Investments L.L.C. are set forth below. Unless
otherwise noted, each of these persons are United States citizens. Their
respective business addresses are set forth below.
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POSITION WITH
NAME GETTY INVESTMENTS PRINCIPAL OCCUPATION
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Mark H. Getty Chairman of the Board, Executive Chairman of the Board of
(Irish citizenship) Director Getty Images, Inc.
701 N. 34th Street, Suite 400
Seattle, Washington 98103
Jonathan D. Klein Director Chief Executive Officer of Getty Images, Inc.
(United Kingdom citizenship) 701 N. 34th Street, Suite 400
Seattle, Washington 98103
Andrew S. Garb Director Attorney
Loeb & Loeb
1000 Wilshire Boulevard, Suite 1800
Los Angeles, CA 90017
William A. Newsom Director President
Newsom Investments Ltd.
3717 Buchanan Street, Second Floor
San Francisco, CA 94123
Christopher R. Getty Director President
Peak LLC
126 East 56th Street, 24th Floor
New York, NY 10022
Thomas E. Woodhouse Director Administrator
Gordon P. Getty Family Trust
Ronald Family Trust A
1325 Airmotive Way, Suite 264
Reno, NV 89502
Jan D. Moehl Officer Chief Operating Officer
Cheyne Walk Trust
1325 Airmotive Way, Suite 262
Reno, NV 89502
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