SCHEDULE 13D
Amendment No. 15
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: 65,100
Item 8: None
Item 9: 977,356
Item 10: None
Item 11: 977,356
Item 13: 12.70%
Item 14: HC
PREAMBLE
The filing of this Schedule 13D is not, and should not be deemed to be,
an admission that such Schedule 13D is required to be filed. See the
discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, $0.01 par value
(the "Shares") of Sierra On-Line, Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at
40033 Sierra Way, Oakhurst, CA 93644.
Item 2. Identity and Background.
This statement is being filed by FMR Corp., a Massachusetts Corporation
("FMR"). A separate Schedule 13D is being filed by Fidelity International
Limited, a Bermuda joint stock company incorporated for an unlimited duration
by private act of the Bermuda legislature ("FIL"). 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 advisor which is
registered under Section 203 of the Investment Advisors Act of 1940 and which
provides investment advisory services to more than 30 investment companies
which are registered under Section 8 of the Investment Company Act of 1940 and
serves as investment advisor to certain other funds which are generally
offered to limited groups of investors (the "Fidelity Funds"). Fidelity
Management Trust Company ("FMTC"), a wholly-owned subsidiary of FMR Corp. and
a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934,
serves as trustee or managing agent for various private investment accounts,
primarily employee benefit plans and serves as investment adviser to certain
other funds which are generally offered to limited groups of investors (the
"Accounts"). Various directly or indirectly held subsidiaries of FMR are also
engaged in investment management, venture capital asset management, securities
brokerage, transfer and shareholder servicing and real estate development.
The principal offices of FMR, Fidelity, and FMTC are located at 82 Devonshire
Street, Boston, Massachusetts 02109.
FIL is an investment adviser which provides investment advisory and
management services to a number of non-U.S. investment companies or instrument
trusts (the "International Funds") and certain institutional investors. Prior
to June 30, 1980, FIL was a majority-owned subsidiary of Fidelity. On that
date, the shares of FIL held by Fidelity were distributed, as a dividend, to
the shareholders of FMR. FIL currently operates as an entity independent of
FMR and Fidelity. The International Funds and FIL's other clients, with the
exception of Fidelity and an affiliate of Fidelity, are non-U.S. entities.
Various foreign-based subsidiaries of FIL are also engaged in investment
management. The principal office of FIL is located at Pembroke Hall, 42 Crow
Lane, Hamilton, Bermuda.
Prior to June 30, 1980, FIL was a majority-owned subsidiary of Fidelity.
On that date, the shares of FIL held by Fidelity were distributed, as a
dividend, to the shareholders of FMR. FIL currently operates as an entity
independent of FMR and Fidelity. The International Funds and FIL's other
clients, with the exception of Fidelity and an affiliate of Fidelity, are non-
U.S. entities.
Edward C. Johnson 3d owns 24.9% of the outstanding voting common stock
of FMR. In addition, a partnership controlled by Mr. Johnson and members of
his family own shares of FIL voting stock with the right to cast approximately
47.22% of the total votes which may be cast by all holders of FIL voting
stock. Mr. Johnson 3d is Chairman of FMR Corp. and FIL. FMR Corp. and FIL
are separate and independent corporate entities. FMR Corp. and FIL are
managed independently and their boards of Directors are generally composed of
different individuals. Their investment decisions are made independently, and
clients are different organizations. The business address and principal
occupation of Mr. Johnson 3d is set forth in Schedule A hereto.
Effective July 1, 1993, Fidelity became sub-advisor to Fidelity American
Special Situations Trust ("FASST").
FASST is a unit trust established and authorized by the Department of
Trade and Industry under the laws of England. The investment advisor of FASST
is Fidelity Investment Services Limited, an English company and a subsidiary
of FIL.
The Shares to which this statement relates are owned directly by six of
the Fidelity Funds, eleven of the Accounts, FASST, and by Fidelity
International Limited, through its subsidiaries and affiliates.
FMR and FIL are of the view that they are not acting as a "group" for
purposes of Section 13(d) under the Securities Exchange Act of 1934 (the "1934
Act") and that they are not otherwise required to attribute to each other the
"beneficial ownership" of securities "beneficially owned" by the other
corporation within the meaning of Rule 13d-3 promulgated under the 1934 Act.
Therefore, they are of the view that the Shares held by the other corporations
need not be aggregated for purposes of Section 13(d). However, FMR is making
this filing on a voluntary basis as if all of the Shares are beneficially
owned by FMR and FIL on a joint basis.
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 with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Fidelity Funds which own or owned Shares purchased in the aggregate
1,938,511 Shares for cash in the amount of approximately $37,103,472,
including brokerage commissions. The Fidelity Funds used their own assets in
making such purchase and no part of the purchase price is represented by
borrowed funds. Proceeds from 1,026,255 Shares sold aggregated approximately
$22,969,941. The attached Schedule B sets forth Shares purchased and/or sold
since November 24, 1994.
The Accounts of FMTC which own or owned Shares purchased in the
aggregate 287,150 Shares for cash in the amount of approximately $5,592,317,
including brokerage commissions. The Accounts used their own assets in making
such purchase and no part of the purchase price is represented by borrowed
funds. Proceeds from 228,050 Shares sold aggregated approximately $3,168,830.
The attached Schedule B sets forth Shares purchased and/or sold since November
24, 1994.
FASST which own or owned Shares purchased in the aggregate 61,000 Shares
for cash in the amount of approximately $1,184,770, including brokerage
commissions. FASST used its own assets in making such purchase and no part of
the purchase price is represented by borrowed funds. Proceeds from 55,000
Shares sold aggregated approximately $690,923. The attached Schedule B sets
forth Shares purchased and/or sold since November 24, 1994.
Item 4. Purpose of Transaction.
The purpose of Fidelity and FMTC in having the Fidelity Funds and the
Accounts purchase Shares (see Item 5 below) is to acquire an equity interest
in the Company in pursuit of specified investment objectives established by
the Board of Trustees of the Fidelity Funds and by the investors in the
Accounts.
Fidelity and FMTC, respectively, may continue to have the Fidelity Funds
and the Accounts purchase Shares subject to a number of factors, including,
among others, the availability of Shares of sale at what they consider to be
reasonable prices and other investment opportunities that may be available to
the Fidelity Funds and Accounts.
Fidelity and FMTC, respectively, intend to review continuously the
equity position of the Fidelity Funds and Accounts in the Company. Depending
upon future evaluations of the business prospects of the Company and upon
other developments, including, but not limited to, general economic and
business conditions and money market and stock market conditions, Fidelity may
determine to cease making additional purchases of Shares or to increase or
decrease the equity interest in the Company by acquiring additional Shares, or
by disposing of all or a portion of the Shares.
Neither Fidelity nor FMTC has any present plan or proposal which relates
to or would result in (i) an extraordinary corporate transaction, such as a
merger, reorganization, liquidation, or sale of transfer of a material amount
of assets involving the Company or any of its subsidiaries, (ii) any change in
the Company's present Board of Directors or management, (iii) any material
changes in the Company's present capitalization or dividend policy or any
other material change in the Company's business or corporate structure, (iv)
any change in the Company's charter or by-laws, or (v) the Company's common
stock becoming eligible for termination of its registration pursuant to
Section 12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Although Item 5 assumes that FMR, Fidelity, FMTC, FASST, and FIL
beneficially own all 977,356 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 advisor to
the Fidelity Funds, 912,256 Shares, or approximately 11.86% of the outstanding
Shares of the Company, and through FMTC, the managing agent for the Accounts,
59,100 Shares, or approximately 0.77% of the outstanding Shares of the
Company. The number of Shares held by the Fidelity Funds includes 92,856
Shares of common stock resulting from the assumed conversion of $2,600,000
principal amount of the Convertible Subordinated Debenture (35.714 shares of
common stock for each $1000 principal amount of the debenture). FIL
beneficially owns, as investment advisor to the International Funds, 6,000
Shares, or approximately 0.08% of the outstanding Shares of the Company.
Neither FMR, Fidelity, FMTC, nor any of its affiliates nor, to the best
knowledge of FMR, any of the persons name in Schedule A hereto, beneficially
owns any other Shares. The combined holdings of FMR, Fidelity, FMTC, FASST,
and FIL are 977,356 Shares, or approximately 12.70% of the outstanding Shares
of the Company.
(b) FMR, through is control of Fidelity, investment advisor 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 912,256 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' Board of Trustees.
FMR, through its control of FMTC, investment manager to the Accounts, and the
Accounts each has sole dispositive power over 59,100 Shares and sole power to
vote or to direct the voting of 59,100 Shares, and no power to vote or to
direct the voting of 0 Shares owned by the Accounts. FIL, FMR Corp., through
its control of Fidelity, and FASST each has sole power to vote and to dispose
of the 6,000 Shares held by FASST.
(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.
Neither FMR nor any of its affiliates nor, to the best knowledge of FMR,
any of the persons named in Schedule A hereto has any joint venture, finder's
fee, or other contract or arrangement with any person with respect to any
securities of the Company.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
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.
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: December 21, 1994 By: /s/Arthur Loring
Arthur 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, Chairman of the
Director, CEO Board and CEO, FMR
Chairman &
Mng. Director
J. Gary Burkhead Director President-Fidelity
Caleb Loring, Jr. Director, Director, FMR
Mng. Director
James C. Curvey Director, Sr. V.P., FMR
Sr. V.P.
William L. Byrnes Vice Chairman Vice Chairman, FIL
Director & Mng.
Director
Robert C. Pozen Sr. V.P. & Gen'l Sr. V.P. & Gen'l
Counsel Counsel, FMR
Mark Peterson Exec. Exec.
V.P.-Management V.P.-Management
Resources Resources, FMR
Denis McCarthy Sr. Vice Pres. - Vice Pres., Chief
Chief Financial Financial Officer,
Officer FMR
SCHEDULE B
Sierra On-Line, Inc.
One Fidelity Fund(s) purchased Shares since November 24, 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
12-07-94 70,000 $31.04
12-08-94 46,000 29.94
SCHEDULE B
Sierra On-Line, Inc.
One Fidelity Fund(s) sold Shares since November 24, 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
12-19-94 15,000 $30.00
SCHEDULE B
Sierra On-Line, Inc.
One Account(s) purchased Shares since November 24, 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
12-02-94 900 $27.75
12-06-94 4,100 30.75
SCHEDULE B
Sierra On-Line, Inc.
One Account(s) sold Shares since November 24, 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
12-19-94 7,800 $30.25
