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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )(1)
National Media Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
636919 10 2
(CUSIP Number)
November 18, 1998
(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)
(1) 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 disclosures provided in a prior cover page.
The information required on 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 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).
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CUSIP NO. 636919 10 2
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Technology Leaders II Management L.P. #23-2787138
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / X /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER 1,516,428
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 1,516,428
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,516,428
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
12. TYPE OF REPORTING PERSON*
PN
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Item 1 (a) NAME OF ISSUER:
National Media Corporation
Item 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
18521 Ventura Boulevard, Suite 570
Encino, CA 91436
Item 2 (a) NAME OF PERSON FILING:
Technology Leaders II Management L.P.
Item 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087-1945
Item 2 (c) CITIZENSHIP:
Delaware
Item 2 (d) TITLE OF CLASS OF SECURITIES:
Common Stock, $.01 par value per share
Item 2 (e) CUSIP NUMBER:
636919 10 2
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 of the Investment Company Act of
1940;
(e) / / An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(F);
(f) / / An employee benefit plan or endowment
fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control
person in accordance with Rule
13d-1(b)(ii)(G);
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(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 the Investment Company
Act;
(i) / / Group, in accordance with Rule 13d-1(b)(1)
(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. / X /
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned:
1,516,428 shares (which may be acquired upon exercise of currently
exercisable warrants)
(b) Percent of Class:
5.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,516,428
(ii) shared power to vote or to direct the vote:
0
(iii) sole power to dispose or to direct the disposition of:
1,516,428
(iv) shared power to dispose or to direct the disposition of:
0
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: / X /
See Item 9 below. As a result of the dissolution of the group, Jean Tempel,
Warren V. Musser, Gary Anderson, Charles Andes, Robert Keith and Ira Lubert own
five percent or less of the class. Safeguard Scientifics, Inc. and Safeguard
Scientifics (Delaware), Inc., former group members, and Technology Leaders II
Management L.P. each continue to retain a 5% or greater ownership. Future
filings with respect to transactions in the issuer's securities will be filed by
Technology Leaders II Management L.P. in its individual capacity.
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Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON:
Not applicable
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY:
Not applicable.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
A Schedule 13D was filed by reporting person in January 1995, which filing
affirmed the existence of a group for purposes of Sections 13(d) and 13(g) of
the Securities Exchange Act of 1934. At that time, the following entities and
individuals were members of the group: Safeguard Scientifics, Inc., Safeguard
Scientifics (Delaware), Inc., Technology Leaders II Management L.P., Jean
Tempel, Warren V. Musser, Gary Anderson, Charles Andes, Robert Keith and Ira
Lubert. Each such entity or person was considered a member of the group by
virtue of having acted together for the purpose of acquiring equity securities
of the issuer for investment purposes and agreeing to act in concert to vote
their shares of Series B Preferred Stock to elect as a Series B Director one
person nominated by Safeguard Scientifics, Inc. and one person nominated by
Technology Leaders II Management L.P. The right of the Series B Preferred Stock
holders to elect two directors was terminated in 1997. All further filings with
respect to transactions in the issuer's securities will be filed, if required,
by members of the former group, in their individual capacity.
Item 10 CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purpose or effect.
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SIGNATURE
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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.
In executing this statement, the undersigned agrees, to the extent required by
Rule 13d-1(f), that this statement is being filed on behalf on each of the
Reporting Persons herein.
TECHNOLOGY LEADERS II MANAGEMENT L.P.
By Technology Leaders Management, Inc., its
general partner
By: /S/ ROBERT E. KEITH JR.
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Robert E. Keith Jr.
President and Chief Executive Officer
Dated: February 11, 1999
