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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(AMENDMENT NO. 1 )
THE 3DO COMPANY
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(Name of Issuer)
COMMON STOCK 88553W 10 5
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(Title of class of securities) (CUSIP number)
M. MATSUDA
MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.
1006 KADOMA
OSAKA 571 JAPAN
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(Name, address and telephone number of person authorized to receive notices and
communications)
JULY 24, 1997
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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 [_].
Check the following box if a fee is being paid with the statement [_].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: When filing this statement in paper format, six copies of this statement,
including exhibits, should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
(Continued on following page(s))
(Page 1 of 8 Pages)
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CUSIP No. 88553W 10 13D Page 2 of 8
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1 NAME OF REPORTING PERSON: MATSUSHITA ELECTRIC INDUSTRIAL
CO., LTD.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: N.A.
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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 JAPAN
ORGANIZATION:
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NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 0
REPORTING PERSON:
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
CERTAIN SHARES:
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
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14 TYPE OF REPORTING PERSON: CO.
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ITEM 1. SECURITY AND ISSUER.
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The class of equity securities to which this Statement on Schedule 13D
(this "Statement") relates is the common stock, $.01 par value per share (the
"Shares"), of The 3DO Company, a Delaware corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 600 Galveston Drive,
Redwood City, California 94063.
ITEM 2. IDENTITY AND BACKGROUND.
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This Statement is filed on behalf of Matsushita Electric Industrial
Co., Ltd., a Japanese corporation ("MEI").
The address of the principal business and the principal office of MEI
is 1006 Kadoma, Osaka 571 Japan. The name, business address, present principal
occupation or employment, and citizenship of each director and executive officer
of MEI is set forth on Schedule A, which is herein incorporated by reference.
MEI's principal business is the manufacture and sale of electric and
electronic equipment, including audio/video equipment, home appliances,
communication and industrial equipment, electronic components, batteries,
kitchen-related products and numerous other products. MEI also indirectly owns a
20% interest in MCA, Inc ("MCA"). MEI disclaims beneficial ownership of any
Shares owned, beneficially or of record, by MCA.
Except as set forth in Schedule B, during the last five years, none of
MEI, nor, to the best knowledge of MEI, any of the persons listed on Schedule A
attached hereto, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
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MEI originally acquired the Shares for investment purposes only.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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(a) As of July 24, 1997, MEI owned an aggregate of 3,214,285 Shares
representing approximately 11.3% of the outstanding Shares based upon the number
of Shares outstanding as of May 31, 1997 and
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as reported in the Issuer's Annual Report on Form 10-K for the year ended March
31, 1997.
(b) Not applicable.
(c) On July 24, 1997, MEI transferred all of the 3,214,285 Shares
owned by it to the Company in consideration of certain amendments to a
Technology License Agreement between MEI and the Company. As a result, MEI no
longer beneficially owns any Shares.
(d) Not applicable.
(e) On July 24, 1997, MEI ceased to be the beneficial owner
of any Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
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WITH RESPECT TO SECURITIES OF THE ISSUER.
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Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Not applicable.
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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.
Dated: July 24, 1997
MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.
By: /s/ H. Tachibana
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Name: H. Tachibana
Title: Director
Interactive Media Division
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SCHEDULE A
Directors and Executive Officers of
Matsushita Electric Industrial Co., Ltd.
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The name and present principal occupation or employment of each
director and executive officer of Matsushita Electric Industrial Co., Ltd.
("MEI") are set forth below. Except as otherwise indicated, the business address
of each such person is 1006 Kadoma, Osaka 571 Japan, and each such person is a
citizen of Japan.
Present Principal
Name Business Address Occupation or Employment
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Masaharu Matsushita Chairman of the Board of
Directors, MEI
Yoichi Morishita President and Director, MEI
Kazuhiko Sugiyama Executive Vice President
and Director, MEI
Masayuki Matsushita Executive Vice President
and Director, MEI
Kazuo Ichikawa Senior Managing Director,
MEI
Tsutomu Fukuhara Senior Managing Director,
MEI
Mikio Higashi Senior Managing Director,
MEI
Kunio Nakamura Senior Managing Director,
MEI
Toshikatsu Yamawaki Managing Director, MEI
Minoru Washio Managing Director, MEI
Motoi Matsuda Managing Director, MEI
Kazuo Toda Managing Director, MEI
Reiji Sano Managing Director, MEI
Atsushi Murayama Managing Director, MEI
Osamu Tanaka Managing Director, MEI
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Kyonosuke Ibe 4-6-5 Kitahama Director, MEI; Advisor and
Chuo-ku, Osaka Senior Counselor, Sumitomo
Japan Bank, Ltd. (Principal
business: Banking)
Josei Ito 3-5-12 Imabashi Director, MEI; President,
Chuo-ku, Osaka, Japan Nippon Life Insurance Corp.
(Principal business:
Insurance)
Tsuneharu Nitta Director, MEI
Masahiro Nagasawa Director, MEI
Katsuro Sakakibara Director, MEI
Seinosuke Kuraku Director, MEI
Susumu Ishihara Director, MEI
Yukio Shotoku Director, MEI
Teruo Nakano Director, MEI
Tokio Miyao Director, MEI
Yoshinori Kobe Director, MEI
Yoshitomi Nagaoka Director, MEI
Hiroaki Enomoto Director, MEI
Seiichi Wakino Director, MEI
Sukeichi Miki Director, MEI
Yoshio Hino Director, MEI
Toshio Sugiura Director, MEI
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SCHEDULE B
MEI is a co-defendant in a class action lawsuit relating to the
acquisition of MCA in 1990. Certain former stockholders of MCA who tendered
their shares to Matsushita in such acquisition brought actions in the United
States District Court of the Central District of California claiming, in part,
that MEI violated Securities and Exchange Commission Rule 14d-10 by treating the
then-chairman and chief executive officer of MCA differently than other MCA
stockholders in such acquisition. The district court denied plaintiffs' motion
for summary judgment and subsequently granted Matsushita's motion for summary
judgment. The United States Court of Appeals, Ninth Circuit (1995 WL 75487 (9th
Cir. (Cal.))), reversed, in part, finding that MEI violated Rule 14d-10 and
remanded for further proceedings to determine damages. MEI filed a petition for
a writ of certiorari with the United States Supreme Court. In February 1996, the
Court reversed, finding that the separate class action settlement judgment
rendered by the Delaware Supreme Court is entitled to full faith and credit even
though it released claims within the exclusive jurisdiction of the federal
courts, and remanded for proceedings consistent with the Court's opinion. In
April 1996, the Ninth Circuit issued an order requiring the parties to submit
supplemental briefs setting forth the class action issues remaining open on
remand and stating their arguments with respect to those issues. Briefing and
oral argument is complete. The matter remains pending in the Ninth Circuit.
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