SCHEDULE 13D
Amendment No. 10
Sierra On-Line, Inc.
common stock
Cusip # 826409104
Filing Fee: No
Cusip # 826409104
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: 43,900
Item 8: None
Item 9: 989,227
Item 10: None
Item 11: 989,227
Item 13: 12.99%
Item 14: HC
PREAMBLE
The Schedule 13D, dated May 8, 1992, and amended June 8, 1992, July 8,
1992, September 24, 1992, October 1, 1992, October 29, 1992, November 13,
1993, May 12, 1993, September 13, 1993, and March 28, 1994, filed by FMR
Corp. ("FMR") with respect to the common stock, $0.01 par value per shares
(the "Shares") of Sierra On-Line, Inc. (the "Company") is hereby amended as
set forth below. The shares to which it relates are owned by four funds
managed by Fidelity Management & Research Company and eight pension funds
managed by Fidelity Management Trust Company.
Item 1. Security and Issuer.
Item 2. Identity and Background.
Item 2 is amended as follows:
This statement is being filed by FMR Corp., a Massachusetts Corporation
("FMR"). FMR is a holding company one of whose principal assets is the
capital stock of a wholly-owned subsidiary, Fidelity Management & Research
Company ("Fidelity"), which is also a Massachusetts corporation. Fidelity is
an investment adviser which is registered under Section 203 of the Investment
Advisers Act of 1940 and which provides investment advisory services to a
large number of investment companies which are registered under Section 8 of
the Investment Company Act of 1940 (the "Fidelity Funds"). Various directly
or indirectly held subsidiaries of FMR are also engaged in investment
management, venture capital assets management, securities brokerage, transfer
and shareholder servicing and real estate development. The principal offices
of FMR and Fidelity are located at 82 Devonshire Street, Boston, Massachusetts
02109.
Edward C. Johnson 3d owns 34.0% of the outstanding voting common stock
of FMR. Mr. Johnson 3d is Chairman of FMR Corp. The business address and
principal occupation of Mr. Johnson 3d is set forth in Schedule A hereto.
The shares to which this statement relates are owned directly by five of
the Fidelity Funds, and eight pension funds managed by FMTC.
The name, residence or business address, principal occupation or
employment and citizenship of each of the executive officers and directors of
FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in this Item 2 or
listed on Schedule A has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to any civil
proceeding and as a result thereof was or is subject to any judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations within respect to such laws.
Item 3. Source and Amount of Funds or Other Considerations.
Item 3 is amended as follows:
The Fidelity Funds which own or owned shares purchased in the aggregate
1,352,027 shares for cash in the amount of approximately $23,326,341,
including brokerage commissions. Proceeds from 406,700 shares sold aggregated
approximately $8,095,618. The Funds used their own assets in making such
purchase and no part of the purchase price is represented by borrowed funds.
The attached Schedule B sets forth shares purchased and/or sold since February
25, 1994.
The pension funds of FMTC which own or owned shares purchased in the
aggregate 264,150 shares for cash in the amount of approximately$4,941,093,
including brokerage commissions. Proceeds from 220,250 shares sold aggregated
approximately $2,933,839. The pension funds used, their own assets in making
such purchases and no part of the purchase price is represented by borrowed
funds. The attached Schedule B sets forth shares purchased and/or sold since
February 25, 1994.
Item 4. Purpose of Transaction.
Item 5. Interest in Securities of Issuer.
Item 5 is amended as follows:
Although Item 5 assumes that FMR, Fidelity, and FMTC, beneficially own
all 989,227 shares, reference is made to Item 2 for a disclaimer of beneficial
ownership with respect to the securities which are "beneficially owned" by the
other corporations.
(a) FMR beneficially owns, through Fidelity, as investment adviser to
the Fidelity Funds, 945,327 shares, or approximately 12.41% of the outstanding
shares of the Company and through FMTC, 43,900 shares, or approximately 0.58%
of the outstanding shares of the Company. The number of shares held by the
Fidelity Funds includes 138,928 shares of common stock resulting from the
assumed conversion of $3,890,000 principal amount of the 6.75% convertible
debenture (35.714 shares of common stock for each $1,000 principal amount of
the debenture). Neither FMR, Fidelity, FMTC, nor any of its affiliates nor,
to the best knowledge of FMR, any of the persons named in Schedule A hereto,
beneficially owns any other shares. The combined holdings of FMR, Fidelity,
and FMTC, are 989,227 shares, or approximately 12.99% of the outstanding
shares of the Company.
(b) FMR, through its control of Fidelity, investment adviser to the
Fidelity Funds, and the Funds each has sole power to dispose of the shares.
Neither FMR nor Mr. Johnson has the sole power to vote or direct the voting of
the 945,327 shares owned directly by the Fidelity Funds, which power resides
with the Funds' Boards of Trustees. Fidelity carries out the voting of the
shares under written guidelines established by the Funds' Boards of Trustees.
FMTC has sole voting and dispositive power over 43,900 shares held by the
pension funds.
(c) Except as set forth in Schedule B, neither FMR, or any of its
affiliates, nor, to the best knowledge of FMR, any of the persons named in
Schedule A hereto has effected any transaction in shares during the past sixty
(60) days.
Item 6. Contract, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
This statement speaks as of its date, and no inference should be drawn
that no change has occurred in the facts set forth herein after the date
hereof.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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.
FMR Corp.
Date: June 2, 1994 By:
Arthur S. Loring
Vice President-Legal
Schedule A
The name and present principal occupation or employment of each
executive officer and director of FMR Corp. are set forth below. The business
address of each person is 82 Devonshire Street, Boston, Massachusetts 02109,
and the address of the corporation or organization in which such employment is
conducted is the same as his business address. All of the persons listed
below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President, Director, Chairman of
the Board
CEO, Chairman & and CEO, FMR
Mng. Director
J. Gary Burkhead Director President-Fidelity
Caleb Loring, Jr. Director, Mng. Director Director, FMR
James C. Curvey Director, Sr. V.P. Sr. V.P., FMR
William L. Byrnes Vice Chairman, Vice Chairman, FIL
Director & Mng. Director
Robert C. Pozen Sr. V.P. & Gen'l Counsel Sr. V.P. & Gen'l
Counsel
FMR
Mark Peterson Exec., V.P.-Management Exec., V.P.-
Managmeent
Resources Resources, FMR
Denis McCarthy Sr. Vice Pres. - Administration Vice
Pres., Chief
Chief Financial Officer Financial Officer,
FMR
SCHEDULE B
SIERRA ON-LINE, INC.
Five Fidelity Funds purchased shares since February 25, 1994 at the dates and
at the prices set forth below. The transactions were made for cash in open
market transactions or with other investment companies with the same or an
affiliated investment advisor.
DATE SHARES PRICE
02-25-94 20,000 $31.94
03-28-94 20,000 21.25
03-29-94 5,000 20.00
03-30-94 5,000 20.25
04-12-94 *138,928 28.00 ($3,890,000)P/A
* This transaction represents shares of common stock resulting from the
assumed conversion of the 6.75% convertible debenture (35.714 shares of common
stock for each $1,000 principal amount (P/A) of the debenture.
SCHEDULE B
SIERRA ON-LINE, INC.
Three Fidelity Funds sold shares since February 25, 1994 at the dates and at
the prices set forth below. The transactions were made for cash in open
market transactions or with other investment companies with the same or an
affiliated investment advisor.
DATE SHARES PRICE
02-25-94 20,000 $32.00
03-01-94 5,000 29.13
03-03-94 5,000 28.00
03-04-94 5,000 28.13
03-14-94 20,000 26.06
04-07-94 10,000 24.50
SCHEDULE B
Sierra On-Line, Inc.
One Trust Account purchased shares since February 25, 1994 at the dates and at
the prices set forth below. The transactions were made for cash in open
market transactions or with other investment companies with the same or an
affiliated investment advisor.
DATE SHARES PRICE
04-07-94 2,800 $24.59
SCHEDULE B
Sierra On-Line, Inc.
Three Trust Accounts sold shares since February 25, 1994 at the dates and at
the prices set forth below. The transactions were made for cash in open
market transactions or with other investment companies with the same or an
affiliated investment advisor.
DATE SHARES PRICE
03-01-94 3,800 $28.50
03-10-94 3,600 28.63
03-31-94 200 23.25
04-12-94 600 23.88
