<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.___)*
TiVo Inc.
---------
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
888706108
---------
(CUSIP Number)
October 5, 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)
[X] Rule 13d-1(c)
[ ] 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 the disclosures provided in a prior cover page.
The information required in 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> 2
CUSIP NO. 888706108 13G PAGE 2 OF 10 PAGES
_______________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sony Corporation of America IRS No.: 13-1914734
_______________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
_______________________________________________________________________
(3) SEC USE ONLY
_______________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_______________________________________________________________________
NUMBER OF SHARES (5) SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY ____________________________
EACH REPORTING (6) SHARED VOTING POWER
PERSON WITH:
2,646,814*
____________________________
(7) SOLE DISPOSITIVE POWER
____________________________
(8) SHARED DISPOSITIVE POWER
2,646,814*
_______________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
_________________
* Sony Corporation of America has the right, subject to certain
conditions, to purchase 20,000 shares upon the exercise of options (the
"Options") granted to Howard Stringer pursuant to the TiVo 1999
Non-Employee Director's Stock Option Plan. Mr. Stringer holds the Options
merely as nominee for Sony, pursuant to the Nominee Agreement, entered into
as of September 10, 1999, by and between Mr. Stringer and Sony. Options to
purchase 3,332 shares are currently exercisable or will be exercisable
within the next 60 days.
<PAGE> 3
CUSIP NO. 888706108 13G PAGE 3 OF 10 PAGES
2,646,814*
_______________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
_______________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4%
_______________________________________________________________________
(12) TYPE OF REPORTING PERSON
CO
_______________________________________________________________________
<PAGE> 4
PAGE 4 OF 10 PAGES
_______________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sony Corporation
_______________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X ]
_______________________________________________________________________
(3) SEC USE ONLY
_______________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
_______________________________________________________________________
NUMBER OF SHARES (5) SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY ____________________________
EACH REPORTING (6) SHARED VOTING POWER
PERSON WITH:
2,646,814*
____________________________
(7) SOLE DISPOSITIVE POWER
0
____________________________
(8) SHARED DISPOSITIVE POWER
2,646,814*
____________________________
_______________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,646,814*
_______________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
_______________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4%
_______________________________________________________________________
_______________
*/ Sony Corporation of America has the right, subject to certain
conditions, to purchase 20,000 shares upon the exercise of options (the
"Options") granted to Howard Stringer pursuant to the TiVo 1999
Non-Employee Director's Stock Option Plan. Mr. Stringer holds the Options
merely as nominee for Sony, pursuant to the Nominee Agreement, entered into
as of September 10, 1999, by and between Mr. Stringer and Sony. Options to
purchase 3,332 shares are currently exercisable or will be exercisable
within the next 60 days.
<PAGE> 5
PAGE 5 OF 10 PAGES
(12) TYPE OF REPORTING PERSON
CO
_______________________________________________________________________
<PAGE> 6
PAGE 6 OF 10 PAGES
ITEM 1(A). NAME OF ISSUER:
TiVo Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
894 Ross Drive
Suite 100
Sunnyvale, CA 94089
ITEM 2(A). NAME OF PERSON FILING:
This statement is being filed by Sony Corporation of
America, Inc., a New York corporation ("SCA"), and Sony
Corporation, a Japanese corporation ("Sony" and, together
with SCA, the "Reporting Persons"). Pursuant to Rule
13d-1(k) under the Securities Exchange Act of 1934 (the
"Exchange Act"), the Reporting Persons have agreed to file
jointly one statement with respect to their ownership of
TiVo Inc. Common Stock, and this joint statement of the
Reporting Persons is hereinafter referred to as the
"Statement".
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
SCA, the United States headquarters of, and a wholly owned
subsidiary of, Sony, has its principal executive offices at
550 Madison Avenue, New York, New York 10022.
Sony has its principal executive offices at 6-7-35
Kitashinagawa, Shinagawa-ku, Tokyo 141-0001 Japan.
ITEM 2(C). CITIZENSHIP:
SCA is a New York corporation. Sony is a Japanese
corporation.
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(E). CUSIP NUMBER:
888706108
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 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
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PAGE 7 OF 10 PAGES
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 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 Investment Company Act;
(j)[ ] Group, in accordance with Rule 13d-
1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED:
2,646,814*
(b) PERCENT OF CLASS:
7.4%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
2,646,814*
(iii)Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
2,646,814*
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following.[ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
N/A
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PAGE 8 OF 10 PAGES
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
This Statement is being filed to disclose the acquisition of
beneficial ownership of 2,646,814 shares by Sony Corporation of
America, Inc., a wholly owned subsidiary of Sony Corporation.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
N/A
________________
*/ Sony Corporation of America has the right, subject to certain
conditions, to purchase 20,000 shares upon the exercise of the Options.
Options to purchase 3,332 shares are currently exercisable or will be
exercisable within the next 60 days.
<PAGE> 9
PAGE 9 OF 10 PAGES
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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.
October 15, 1999
__________________________________
Date
SONY CORPORATION OF AMERICA
By: /s/ Howard Stringer
----------------------
Name: Howard Stringer
Title: President
SONY CORPORATION
By: /s/ Teruhisa Tokunaka
------------------------
Name: Teruhisa Tokunaka
Title: Senior Managing
Director
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PAGE 10 OF 10 PAGES
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
1 Joint Filing Agreement
Dated October 15, 1999, by and
between Sony Corporation of
America and Sony Corporation.
</TABLE>
<PAGE> 1
EXHIBIT 1
JOINT FILING AGREEMENT
Sony Corporation of America, a New York corporation, and Sony Corporation,
a corporation organized under the laws of Japan, each hereby agrees, in
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, that
the Schedule 13G filed herewith, and any amendments thereto, relating to the
shares of common stock, par value $0.001, of TiVo Inc., a Delaware corporation,
is, and will be, filed jointly on behalf of each such person.
Dated: October 15, 1999
SONY CORPORATION OF AMERICA
By: /s/ Howard Stringer
------------------------
Name: Howard Stringer
Title: President
SONY CORPORATION
By: /s/ Teruhisa Tokunaka
------------------------
Name: Teruhisa Tokunaka
Title: Senior Managing
Director
