<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
BLOCKBUSTER ENTERTAINMENT CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
093676-10-4
(CUSIP Number)
Thomas W. Hawkins
Blockbuster Entertainment Corporation
One Blockbuster Plaza
Ft. Lauderdale, FL 33301
Phone: (305) 832-3191
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 7, 1994
(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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 ("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).
(Continued on following page(s))
<PAGE> 2
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2 of ___ Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H. Wayne Huizenga
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 15,342,117
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 15,342,117
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,342,117
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / X /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
Amendment No. 15 to Schedule 13D
This Amendment No. 15 amends and supplements the Schedule 13D,
as amended and as previously filed with the Securities and Exchange Commission
(the "Commission") by H. Wayne Huizenga (hereinafter referred to as the
"reporting person") with respect to Blockbuster Entertainment Corporation (the
"Issuer"), as set forth below. Unless otherwise specified, all terms referred
to herein shall have the meaning ascribed to them in such Schedule 13D, as
amended.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 is hereby amended and supplemented as follows:
On January 7, 1994, the Issuer and Viacom Inc. ("Viacom")
entered into the Agreement and Plan of Merger, dated as of January 7, 1994 (the
"Merger Agreement"), pursuant to which and subject to the terms and conditions
of the Merger Agreement, the Issuer would be merged with and into Viacom with
Viacom remaining as the surviving corporation G(the "Merger"). Under the terms
of the Merger Agreement, as of the effective time of the Merger, each
outstanding share of the Common Stock shall be converted automatically into the
right to receive (i) .08 of one share of Viacom Class A Common Stock, par value
$.01
Page 3 of 23 Pages
<PAGE> 4
per share, (ii) .60615 of one share of Viacom Class B Common Stock, par
value $.01 per share ("Viacom Class B Common Stock"), and (iii) up to an
additional .13829 of one share of Viacom Class B Common Stock, with such amount
to be determined in accordance with, and the right to receive such shares to be
evidenced by, one variable common right issued by Viacom. In addition,
employee stock options and warrants outstanding as of the effective time of the
Merger will become exercisable thereafter for the Merger consideration
described above.
In connection with the Merger Agreement, the reporting person
entered into a Stockholders Stock Option Agreement, dated as of January 7,
1994, with Viacom (the "Stock Option Agreement") pursuant to which, the
reporting person granted to Viacom an irrevocable option to purchase up to
10,905,885 shares of Common Stock at an exercise price of $30.125 per share
(the "Stock Option"). In addition, the reporting person has also granted to
Viacom a proxy to vote the shares of Common Stock subject to the Stock Option
(the "Option Shares") in favor the Merger Agreement and the transactions
contemplated thereby and against any competing business combination proposal.
Page 4 of 23 Pages
<PAGE> 5
Subject to certain conditions, Viacom may exercise the Stock
Option at any time following the termination of the Merger Agreement (other
than a termination due to a breach of any representation, warranty, covenant or
agreement of Viacom in the Merger Agreement) until the expiration of the Stock
Option, provided that at the time of exercise there exists a "Competing
Transaction" with respect to the Issuer. Under the Merger Agreement, a
Competing Transaction generally means any of the following transactions
involving the Issuer or any of its subsidiaries: (i) any merger,
consolidation, share exchange, business combination or other similar
transaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition of 25% or more of the assets of the Issuer and its
subsidiaries, taken as a whole, in a single transaction or a series of
transactions; (iii) any tender or exchange offer for 25% or more of the
outstanding shares of capital stock of the Issuer or the filing of a
registration statement in connection therewith; (iv) any person having acquired
beneficial ownership or the right to acquire beneficial ownership of, or any
group (as defined under Rule 13d-3 of the Securities Exchange Act of 1934, as
amended) having been formed which beneficially owns, or has the right to ac-
Page 5 of 23 Pages
<PAGE> 6
quire beneficial ownership of, 25% or more of the then outstanding shares of
capital stock of the Issuer; or (v) any public announcement of a proposal, plan
or intention to do any of the foregoing or any agreement to engage in any of
the foregoing, in each case, other than transactions contemplated by the Merger
Agreement. If the Stock Option becomes exercisable, Viacom is entitled to
exercise it at any time prior to the close of business on the 120th day
following termination of the Merger Agreement. The purchase price for the
Option Shares is to be paid by Viacom in immediately available funds.
While the Stock Option is outstanding, the reporting person
may not (i) sell, pledge (except as set forth below) or otherwise dispose of
the Option Shares, (ii) deposit the Option Shares into a voting trust or enter
into a voting agreement with respect to such shares or grant any proxy with
respect thereto or (iii) enter into any contract, option or other arrangement
or undertaking with respect to the direct or indirect acquisition or sale,
assignment, transfer or other disposition of any Common Stock. Under the Stock
Option Agreement, exercises of rights or remedies pursuant to bona fide pledges
of the Option Shares to banks or other financial institutions are not
restricted provided that any pledges grant-
Page 6 of 23 Pages
<PAGE> 7
ed after the date of the Stock Option Agreement on the Option Shares will be
subject to the Stock Option.
The foregoing is a summary of the Stock Option Agreement and is
qualified in its entirety by reference thereto, a copy of which is attached
hereto as exhibit 22.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and supplemented as follows:
As of the date of this Amendment No. 15, the reporting person
beneficially owns and has the shared power to vote or direct the vote of, and
to dispose or direct the disposition of, 15,342,117 shares of Common Stock
(which includes 4,436,232, shares of Common Stock which the reporting person
has the right to acquire beneficial ownership of within 60 days). Such shares
of Common Stock represent in the aggregate approximately 6.2 percent of the
outstanding shares of Common Stock, calculated in accordance with Rule 13d-3
under the Exchange Act (based on 247,380,069 shares of Common Stock outstanding
as of December 31, 1993, which number includes the shares of which the
reporting person has right to acquire beneficial ownership of within 60 days).
The
Page 7 of 23 Pages
<PAGE> 8
reporting person shares voting and dispositive power with Viacom. See Item 4.
The reporting person has, from time to time, made, and may,
from time to time in the future, make, gifts of shares of Common Stock to the
Foundation of which the reporting person is the President and a director. The
Foundation has, from time to time, made, and may, from time to time in the
future, make, gifts of Common Stock to charitable organizations. As of the
date of this Amendment No. 15, the Foundation holds 96,961 shares of Common
Stock. The reporting person disclaims beneficial ownership of the shares of
Common Stock which may now or in the future be held by the Foundation and the
inclusion of any such shares in any statement filed, by or on behalf of, the
reporting person shall not be construed as an admission that the reporting
person is, for the purposes of Section 13(d) or Section 13(g) of the Exchange
Act, the beneficial owner of such shares.
Except as set forth in this Amendment No. 15, the reporting
person has not effected, for his own account, any transactions in the Common
Stock during the past 60 days.
Page 8 of 23 Pages
<PAGE> 9
ITEM 6. CONTRACT ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
See Items 4, 5 and 7.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
22. Stockholders Stock Option Agreement, dated as of January
7, 1994 among Viacom Inc. and each person or entity listed on the signatures
page thereof.
Page 9 of 23 Pages
<PAGE> 10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth on this statement is true, complete and
correct. Date: Janaury 14, 1994
/s/ H. Wayne Huizenga
-------------------------------------
H. Wayne Huizenga
Page 10 of 23 Pages
<PAGE> 11
EXHIBIT INDEX
22. Stockholders Stock Option Agreement, dated as of January 7, 1994 among
Viacom Inc. and each person or entity listed on the signature pages
thereof.
Page 11 of 23 Pages
<PAGE> 12
January 18, 1994
SUBJECT: Attachments 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15
Attached to Amendment No. 15, and being filed electronically herewith
pursuant to Section 232.101(a) (2) (ii) of Regulation S-T are the Schedule 13D
and Amendments No. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 14 thereto,
which have been previously filed in paper form.
<PAGE> 13
Attachment # 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)
BLOCKBUSTER ENTERTAINMENT CORPORATION
(Name of Issuer)
COMMON
(Title of Class of Securities)
09376-10-4
(CUSIP Number)
H. Wayne Huizenga
901 East Las Olas Boulevard
Ft. Lauderdale, FL 33301
Phone: (305) 524-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 13, 1987
(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 / X /. (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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 ("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).
(Continued on following page(s))
Page 1 of 100 Pages
<PAGE> 14
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2 of 100 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H. Wayne Huizenga
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 987,782
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,963,348
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 987,782
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,963,348
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 15
Page 3 of 100
SCHEDULE 13D
ITEM 1. Security and Issuer. The class of equity securities to which
this statement relates is the common stock, par value $.10 per share (the
"Common Stock"), of Blockbuster Entertainment Corporation, a Delaware
corporation (the "Company"), which has its executive offices at 10460 Miller
Road, Dallas, Texas 75238.
ITEM 2. Identity and Background. This statement is filed by H. Wayne
Huizenga ("Huizenga") whose principal business address is 901 East Las Olas
Boulevard, Ft. Lauderdale, Florida 33301. Huizenga is a private investor and
is a citizen of the United States.
Huizenga is making this filing because he is a member of a "group"
with John J. Melk ("Melk") and Donald F. Flynn ("Flynn") (the "Group") pursuant
to Rule 13d-5 under the Securities Exchange Act of 1934 ("Exchange Act"), as
more fully set forth in Items 3, 4 and 5 below. Huizenga is filing this
statement on his own behalf and not on behalf of any other member of the Group
pursuant to Rule 13d-1(f)(2) under the Exchange Act.
Except as otherwise stated herein, any information provided in this
statement with respect to any member of the Group, other than Huizenga, has
been extracted from information set forth in a Schedule 13D filed previously or
concurrently herewith with the Securities and Exchange Commission (the
"Commission") by each such member and Huizenga disclaims all responsibility for
the
<PAGE> 16
Page 4 of 100
completeness or accuracy of such information. The remaining sub items of Item 2
do not apply.
ITEM 3. Source and Amount of Funds or Other Consideration.
As more fully described in Items 4 and 5 hereof, this statement on Schedule 13D
relates to the acquisition by Huizenga, Melk and Flynn of 384,615 shares
(128,205 shares each) of Common Stock (the "First Closing Shares") for a price
of $13.00 per share, or a total purchase price of $5,000,000.00, from the
Company, on February 13, 1987 ("First Closing"), pursuant to that certain stock
purchase agreement, made and entered into on February 11, 1987 (the "Stock
Purchase Agreement") by and between the Company and Melk, Huizenga and Flynn. A
copy of the Stock Purchase Agreement is attached as Exhibit "1" and
incorporated by reference herein.
The Group has agreed to purchase, pursuant to the terms and conditions
of the Stock Purchase Agreement, (a) an additional 384,615 shares of the
authorized but unissued Common Stock (the "Second Closing Shares") for a price
of $13.49 per share, or a total purchase price of $5,187,500.00, from the
Company, on or before August 14, 1987 ("Second Closing"); and (b) an
additional 494,118 shares of the authorized but unissued Common Stock (the
"Third Closing Shares") for a price of $17.00 per share, or a total purchase
price of $8,400,000.00, on or before August 13, 1988 ("Third Closing"); provided
however that as a condition precedent to the Group's obligations at the Third
Closing, the average of the "current per share market price" (as defined in
<PAGE> 17
Page 5 of 100
the Stock Purchase Agreement) of the Common Stock for thirty consecutive
Trading Days (as defined in the Stock Purchase Agreement) ending five Trading
Days preceding the Third Closing shall be at least $17.00 as adjusted pursuant
to the Stock Purchase Agreement.
Pursuant to the Stock Purchase Agreement, the Group received warrants
to purchase not more than 850,000 shares of the authorized but unissued Common
Stock at $17.00 per share (the "A Warrants") and warrants to purchase not more
than 850,000 shares of the authorized but unissued Common Stock at $21.00 per
share (the "B Warrants"). The A Warrants and the B Warrants (collectively, the
"Warrants") are exercisable by the holders commencing on the date of the Second
Closing and ending on February 13, 1992. Forms of the warrant certificates
representing the Warrants are attached to the Stock Purchase Agreement as
Exhibits "A" and "B" thereto and incorporated by reference herein. The First
Closing Shares, the Second Closing Shares, the Third Closing Shares, and the
Warrants are hereinafter collectively referred to as the "Securities".
Huizenga's source of funds for the $1,666,666.67 consideration paid
for purchase of his portion of the First Closing Shares was available liquid
personal funds. Huizenga's source of funds for the purchase of his portion of
the remaining Securities is undetermined as of the date hereof, but most likely
will come from a combination of personal funds and bank borrowings.
<PAGE> 18
Page 6 of 100
ITEM 4. Purpose of the Transaction. The purposes of the sale of the
Securities to the Group upon the terms and conditions set forth in the Stock
Purchase Agreement are to provide additional equity to support the Company's
growth plans and to allow members of the Group to influence or participate in
the management of the Company.
Proceeds to the Company of the new equity financing will be used to
accelerate the Company-owned superstore expansion program and to provide funds
for potential acquisitions and other corporate purposes.
Huizenga, Melk and Flynn have agreed to act together for the purpose
of acquiring, holding and voting their shares of Common Stock, and collectively
own more than five percent (5%) of the Company's issued and outstanding shares
of common stock and admit that they constitute a "group" under Rule 13d-5(b).
On February 13, 1987, the Company's board of directors was increased
from three directors to six, and Huizenga, Flynn and Melk were elected to fill
these new director positions. Immediately after the Second Closing, the number
of directors shall be increased to seven and an additional director chosen by
Huizenga, Melk and Flynn, and reasonably acceptable to the directors other than
members of the Group, will be added to the Company's board, provided however
that if the Second Closing does not occur, two of the members of the Group
shall resign from the board no later than August 15, 1987 and the number of
directors shall be immediately decreased to four.
<PAGE> 19
Page 7 of 100
As more fully described in Item 3 hereof, pursuant to the Stock
Purchase Agreement, the members of the Group have acquired the right to
purchase additional shares of Common Stock from the Company and also have been
issued warrants to purchase additional shares of Common Stock from the Company.
Pursuant to a shareholders' agreement proposed to be executed by and
among Huizenga, Melk and Flynn (the "Shareholders' Agreement"), which is
anticipated to be in substantially the form attached hereto as Exhibit "2" and
incorporated by reference herein, the parties anticipate that they will agree
that upon the death of any one of them prior to the Second or Third Closing
and/or the exercise of the Warrants, the surviving parties shall assume in full
the decedent's remaining obligations under the Stock Purchase Agreement and
shall have the exclusive right to purchase all of the unissued shares of Common
Stock subject to the Stock Purchase Agreement and the Warrants. The surviving
parties, however, would agree not to purchase from the decendent's estate any
of the shares of Common Stock that were acquired by the decedent.
Pursuant to the Stock Purchase Agreement, the Group has agreed that
for the two year period immediately following the First Closing, the Group
shall not be a party to the consummation of any transaction involving the
Company which is subject to Rule 13E-3 as in effect on February 11, 1987 under
the Securities Exchange Act, unless such proposed action is approved by a
<PAGE> 20
Page 8 of 100
majority of the shares of Common Stock held by stockholders other than members
of the Group.
Upon the completion of the Second Closing, a voting agreement dated
February 11, 1987, between Huizenga, Flynn, Melk, David P. Cook, Chairman and
Chief Executive Officer of the Company ("Cook"), Kenneth W. Anderson,
President of the Company ("Anderson"), Lawrence Beck and Scott Beck (Lawrence
Beck and Scott Beck are hereinafter collectively referred to as the "Becks"), a
copy of which is attached hereto as Exhibit "3" and incorporated by reference
herein (the "Voting Agreement"), will become effective. Pursuant to the Voting
Agreement, the Group, as "Voting Representatives" thereunder, will exercise
voting power over 700,000 shares of Common Stock owned by Cook, Anderson and the
Becks in addition to 769,230 shares of Common Stock owned by the Group. The
Voting Agreement provides that Cook, Anderson and the Becks may vote their
shares independently of the Voting Agreement when the action to be voted upon
may give rise to a statutory right of appraisal under Section 262 of the
Delaware Corporation Law and that they may remove their shares free from any
restrictions of the Voting Agreement in the exercise of such appraisal rights.
On all other matters, all shares subject to the Voting Agreement shall be voted
in accordance with the decision of a majority of the Group. On the date of the
Third Closing, 294,117 of the Third Closing Shares acquired by the Group will
also be subject to the Voting Agreement.
<PAGE> 21
Page 9 of 100
Although Huizenga's present plans with respect to the Securities and
the Company are as indicated above, Huizenga reserves the right to change such
plans or proposals, and to take such action, with respect to the Company and
any or all of the foregoing matters and any other matters, as he may determine.
ITEM 5. Interest in Securities of the Issuer. The Company has sold and
issued the Group 384,615 shares of Common Stock; the Group has the right to
purchase from the Company an additional 384,615 shares of the authorized but
unissued Common Stock on or before August 14, 1987; and the Group has the right
to purchase from the Company an additional 494,118 shares of Common Stock on or
before August 13, 1988, subject to certain conditions precedent as more fully
set forth in Item 3 hereof and the Stock Purchase Agreement. In addition, the
Group has been issued warrants to purchase not more than an aggregate of
1,700,000 additional shares of authorized but unissued Common Stock as more
fully set forth in Item 3 above and in the Warrants.
Accordingly, as of the date hereof, the Group beneficially owns or has
the right to acquire beneficial ownership of an aggregate of 2,963,348 shares
of the Common Stock of the Company, which represents approximately 53.3% of the
outstanding Common Stock. Pursuant to Rule 13d-4 of the Exchange Act, Huizenga
disclaims any beneficial ownership or control (voting or dispositive) over
25,000 shares of Common Stock acquired by Melk prior to February 13, 1987.
<PAGE> 22
Page 10 of 100
Subject to the terms and conditions of the Stock Purchase Agreement,
the Warrants, the Shareholders' Agreement, and the Voting Agreement, to the
best of the knowledge of Huizenga, as of the date hereof, the Group has the
power to vote, or to direct the voting of, and to dispose of, or direct the
disposition of, the 2,963,348 shares of Common Stock beneficially owned (or
subject to the right to acquire beneficial ownership) by the Group. As of the
date hereof, Huizenga, Flynn and Melk beneficially own or have the right to
acquire beneficial ownership of, and each have the power to vote or direct the
voting of, and dispose of, or direct the disposition of, the number of shares
of the Common Stock as indicated on Exhibit "4" hereto which is incorporated by
reference herein.
Huizenga does not beneficially own any Common Stock of the Company
except as set forth above. To the best of the knowledge of Huizenga, no
persons other than the members of the Group, have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the 2,963,348 shares of Common Stock beneficially owned (or subject to the
right to acquire beneficial ownership) by the Group.
Except as set forth herein, Huizenga has not effected, for his own
account, any transaction in the Common Stock of the Company during the past 60
days.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the Securities to the Issuer. Except as provided in the Stock
Purchase Agreement, the Warrants,
<PAGE> 23
Page 11 of 100
the Voting Agreement, the Shareholders' Agreement, or as otherwise described in
this document, Huizenga has no contracts, arrangements, understandings or
relationships (legal or otherwise) with respect to any securities of the
Company, including but not limited to, transfer or voting of any of such
securities, finders' fees, joint ventures, loan or option agreements, puts or
calls, guarantees of profits, division of profits of losses, or the giving or
withholding of proxies.
ITEM 7 Material Filed as Exhibits Hereto.
Exhibit 1: Stock Purchase Agreement
Exhibit 2: Proposed Shareholders' Agreement
Exhibit 3: Voting Agreement
Exhibit 4: Interests in Securities of the Issuer
<PAGE> 24
Page 12 of 100
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.
Date: 2-20-87
Signature: /s/ H. Wayne Huizenga
Name: H. Wayne Huizenga
<PAGE> 25
Attachment # 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. ONE)*
BLOCKBUSTER ENTERTAINMENT CORPORATION
(Name of Issuer)
COMMON
(Title of Class of Securities)
09376-10-4
(CUSIP Number)
H. Wayne Huizenga
901 East Las Olas Boulevard
Fort Lauderdale, Fl 33301
Telephone (305) 524-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 18, 1987
(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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 ("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).
(Continued on following page(s))
<PAGE> 26
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2 of 27 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H. Wayne Huizenga
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 987,782
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,635,436
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 987,782
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,635,436
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.5%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 27
Page 3 of 27
This Amendment One to the Schedule 13D Statement dated February 20,
1987 and filed with the Securities and Exchange Commission on February 23, 1987
by H. Wayne Huizenga is filed to report the changes stated below. Other than as
set forth in this Amendment One, The original Schedule 13D Statement to which
this Amendment One relates is true and complete. That original Schedule 13D
and exhibits filed therewith are incorporated by reference to this Amendment
One.
ITEM 2. Identity and Background
Item 2 is hereby amended to read as follows:
This statement is filed by H. Wayne Huizenga ("Huizenga") whose
principal business address is 901 East Las Olas Boulevard, Ft. Lauderdale, FL
33301. Huizenga is a private investor and is a citizen of the United States.
Huizenga is making this filing because he is a member of a "group"
with John J. Melk ("Melk"), Donald F. Flynn ("Flynn"), David P. Cook, Chairman
and President of the Company, ("Cook"), Kenneth W. Anderson, a former President
of the Company ("Anderson"), Lawrence Beck and Scott Beck (Lawrence Beck and
Scott Beck are hereinafter collectively referred to as the "Becks") (the
"Group") pursuant to Rule 13d-5 under the Securities Exchange Act of 1934
("Exchange Act"), as more fully set forth in Items 3, 4 and 5 below. Huizenga
is filing this statement on his own behalf and not on behalf of any other
member of the Group pursuant to Rule 13d-1(f)(2) under the Exchange Act.
<PAGE> 28
Page 4 of 27
Except as otherwise stated herein, any information provided in this
statement with respect to any member of the Group, other than Huizenga, has
been extracted from information set forth in a Schedule 13D or amendment
thereto filed previously or concurrently herewith with the Securities and
Exchange Commission (the "Commission") by Flynn and Melk or in the most recent
Form 10-K filed by the Company with the Commission, and Huizenga disclaims all
responsibility for the completeness or accuracy of such information. The
remaining sub-items of Item 2 do not apply.
ITEM 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding the following paragraphs:
As more fully described in Items 4 and 5 hereof, this Amendment One to
the Statement on Schedule 13D relates to the acquisition by Huizenga, Melk and
Flynn of 384,615 shares (128,205 shares each) of Common Stock (the "Second
Closing Shares") for a total purchase price of $5,033,395.35 ($1,677,798.45
each), from the Company, on March 18, 1987 ("Second Closing"), pursuant to the
Stock Purchase Agreement and an amendment thereto made and entered into as of
March 18, 1987 (the "Stock Purchase Agreement Amendment"). The Stock Purchase
Agreement Amendment is attached as Exhibit "5" and is incorporated to this
Amendment One by reference. The Stock Purchase Agreement and Stock Purchase
Agreement Amendment are hereby collectively referred to as "Amended Stock
Purchase Agreement".
Huizenga's source of funds for the $1,677,798.45 consideration paid
for the purchase of his portion of the Second Closing
<PAGE> 29
Page 5 of 27
Shares was an obligation to pay cash pursuant to a promissory note in the
principal amount of $1,677,798.45 bearing interest at the annual rate of 7.5%
from March 18, 1987 until maturity of such note on August 14, 1987.
ITEM 4. Purpose of Transaction.
Item 4 is hereby amended to read as follows:
The purposes of the sale of the Securities to Huizenga, Melk and Flynn
upon the terms and conditions set forth in the Amended Stock Purchase Agreement
are to provide additional equity to support the Company's growth plans and to
allow certain members of the Group to influence or participate in the
management of the Company.
Huizenga, Melk, Flynn, Cook, Anderson and the Becks have agreed to act
together for the purpose of voting their shares of Common Stock, and own more
than five percent (5%) of the Company's issued and outstanding shares of
common stock and admit that they constitute a "group" under Rule 13d-5(b).
Huizenga, Melk and Flynn also have agreed to act together for purposes of
acquiring and holding their respective shares of Common Stock.
Immediately after the First Closing, on February 13, 1987, the
Company's board of directors was increased from three directors to six, and
Huizenga, Flynn and Melk were elected to fill these new director positions.
Immediately after the Second Closing, on March 18, 1987, Anderson resigned from
the Company's board of directors, decreasing the board's size to five
directors.
<PAGE> 30
Page 6 of 27
As more fully described in Item 3 hereof, pursuant to the Amended
Stock Purchase Agreement, Huizenga, Melk and Flynn have each acquired the right
to purchase additional shares of Common Stock from the Company and also have
been issued warrants to purchase additional shares of Common Stock from the
Company.
Pursuant to the Amended Stock Purchase Agreement, Huizenga, Melk and
Flynn have agreed that for the two year period immediately following the First
Closing, they shall not be a party to the consummation of any transaction
involving the Company which is subject to Rule 13E-3 as in effect on February
11, 1987 under the Securities Exchange Act, unless such proposed action is
approved by a majority of the shares of Common Stock held by stockholders other
than Huizenga, Flynn and Melk.
At the Second Closing on March 18, 1987, the Voting Agreement, along
with an amendment thereto dated March 18, 1987 (the "Voting Agreement
Amendment") became effective. The Voting Agreement Amendment is attached
hereto as Exhibit "6" and is incorporated to this Amendment One by reference.
The Voting Agreement and the Voting Agreement Amendment are hereinafter
collectively referred to as the Amended Voting Agreement. Pursuant to the
Amended Voting Agreement, Huizenga, Melk and Flynn, as "Voting Representatives"
thereunder, will exercise voting power over 431,392 shares of Common Stock
owned by Cook, 40,696 shares of Common Stock owned by Anderson and 200,000
shares of Common Stock owned by the Becks, in addition to 769,230 shares of
Common Stock owned by Huizenga, Melk and Flynn (256,410 each). The
<PAGE> 31
Page 7 of 27
Amended Voting Agreement provides that Cook, Anderson and the Becks may vote
their respective shares independently of the Amended Voting Agreement when the
action to be voted upon may give rise to a statutory right of appraisal under
Section 262 of the Delaware Corporation Law and that they may remove their
shares free from any restrictions of the Amended Voting Agreement in the
exercise of such appraisal rights. On all other matters, all shares subject to
the Amended Voting Agreement shall be voted in accordance with the decision of
a majority of Huizenga, Melk and Flynn. Also, under the Amended Voting
Agreement, Huizenga, Flynn and Melk have a right of first refusal to purchase
the shares of Common Stock subject to the Amended Voting Agreement which are
presently owned by Cook, Anderson and the Becks, which right of refusal
expressly is assignable by Huizenga, Melk and Flynn as to the shares of
Common Stock presently owned by Cook and Anderson. On the date of the Third
Closing, 294,117 of the Third Closing Shares to be acquired by Huizenga, Melk
and Flynn will also be subject to the Voting Agreement.
Although Huizenga's present plans with respect to the Securities and
the Company are as indicated above, Huizenga reserves the right to change such
plans or proposals, and to take such action, with respect to the Company and
any or all of the foregoing matters and any other matters, as he may determine.
ITEM 5. Interest in Securities of the Issuer.
Item 5 is hereby amended to read as follows:
<PAGE> 32
Page 8 of 27
The Company has sold and issued Huizenga, Flynn and Melk 769,230
shares of Common Stock (256,410 shares each); and Huizenga, Flynn and Melk have
the right to purchase from the Company an additional 494,118 shares (164,706
shares each) of authorized but unissued Common Stock on or before August 13,
1988, which right to buy becomes an obligation to buy on August 13, 1988
subject to certain conditions precedent as more fully set forth in Item 3
hereof and the Amended Stock Purchase Agreement. In addition, Huizenga, Flynn
and Melk have been issued warrants to purchase not more than an aggregate of
1,700,000 additional shares of authorized but unissued Common Stock as more
fully set forth in Item 3 above and in the Warrants. Cook owns 431,392 shares
of Common Stock, Anderson owns 55,696 shares of Common Stock and the Becks own
204,600 shares of Common Stock.
As of March 27, 1987, the Group beneficially owned or had the right to
acquire beneficial ownership of an aggregate of 3,635,436 shares of the Common
Stock of the Company, which represents approximately 65.5% of the outstanding
Common Stock (assuming that the only changes thereafter in the aggregate amount
of outstanding shares result from the issuance to Melk, Huizenga and Flynn of
the Third Closing Shares and the shares subject to the Warrants). Pursuant to
Rule 13d-4 of the Exchange Act, Huizenga and the Group disclaim any beneficial
ownership or control (voting or dispositive) over (a) 25,000 shares of Common
Stock acquired by Melk prior to February 13, 1987 and (b) any and
<PAGE> 33
Page 9 of 27
all shares owned by Cook, Anderson and/or the Becks except for their 672,088
shares subject to the Amended Voting Agreement.
Subject to the terms and conditions of the Amended Stock Purchase
Agreement, the Warrants, the Shareholders' Agreement, and the Amended Voting
Agreement, Huizenga, Flynn, Melk, Cook, Anderson and the Becks each have the
power to vote or direct the voting of (subject to the Voting Agreement), and
dispose or direct the disposition of, the number of shares of the Common Stock
as indicated on Exhibit "7" hereto which is incorporated by reference to this
Amendment One.
Huizenga and the Group do not beneficially own any Common Stock of the
Company except as set forth above. No persons other than the members of the
Group, have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the 3,635,436 shares of
Common Stock beneficially owned (or subject to the right to acquire beneficial
ownership) by the Group.
Except as set forth herein, Huizenga has not effected, for his own
account, any transaction in the Common Stock of the Company during the past 60
days.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to the Securities to the Issuer.
Item 6 is hereby amended to read as follows:
Except as provided in the Amended Stock Purchase Agreement, the
Warrants, the Amended Voting Agreement, the Shareholders' Agreement, or as
otherwise described in this document, Huizenga
<PAGE> 34
Page 10 of 27
has no contracts, arrangements, understandings or relationships (legal or
otherwise) with respect to any securities of the Company, including but not
limited to, transfer or voting of any of such securities, finders' fees, joint
ventures, loan or option agreements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
ITEM 7. Material Filed as Exhibits Hereto.
Exhibits 1 through 4 were attached to the original Schedule 13D filed on
February 23, 1987 and are incorporated by reference hereto. Exhibit 4 is
hereby replaced by Exhibit 7.
Exhibit 5: Stock Purchase Agreement Amendment
Exhibit 6: Voting Agreement Amendment
Exhibit 7: Interests in Securities of the Issuer
<PAGE> 35
Page 11 of 27
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.
Date: April 2, 1987
Signature: /s/ H. Wayne Huizenga
Name: H. Wayne Huizenga
<PAGE> 36
Attachment # 3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
BLOCKBUSTER ENTERTAINMENT CORPORATION
(Name of Issuer)
COMMON
(Title of Class of Securities)
09376-10-4
(CUSIP Number)
H. Wayne Huizenga
901 East Las Olas Boulevard
Fort Lauderdale, FL 33301
Telephone: (305) 524-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 5, 1987
(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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 ("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).
(Continued on following page(s))
Page 1 of 9 Pages
<PAGE> 37
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H. Wayne Huizenga
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 987,782
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,315,436
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 987,782
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,315,436
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 38
Page 3 of 9
This Amendment No. 2 to the Schedule 13D Statement, as amended and as
previously filed with the Securities and Exchange Commission by H. Wayne
Huizenga is filed to report the changes stated below. Other than as set forth
in this Amendment No. 2, the Schedule 13D Statement, as amended, to which this
Amendment No. 2 relates is true and complete. The Schedule 13D, as amended,
and exhibits therewith as previously filed are incorporated by reference to
this Amendment No. 2. Unless otherwise indicated, all terms referred to herein
shall have the meaning as set forth in the Schedule 13D, as amended.
ITEM 4. Purpose of Transaction.
Item 4 is hereby amended to report that Cook resigned as Chairman,
President and Chief Executive Officer of the Company on April 23, 1987, and on
the same date Huizenga assumed those positions. Cook also resigned as a
director of the Company on April 23, 1987, reducing the number of directors to
four. Huizenga, Flynn and Melk plan to vote all of the 1,121,318 shares of
Common Stock subject to the Amended Voting Agreement at the next annual meeting
of the shareholders of the Company in favor of re-electing the four current
directors to another term, and in favor of electing an additional director (if
one is nominated) to fill the vacancy created by Cook's resignation. Huizenga,
Flynn and Melk are planning to identify a person who the Board could nominate
for election at the next annual shareholders' meeting as an additional
"independent" director (i.e., a person who is not an employee of the Company
and who is not affiliated with
<PAGE> 39
Page 4 of 9
Huizenga, Flynn and Melk), but they may not be successful in locating any such
person who would be willing to serve.
Although Huizenga's present plans with respect to the Securities and
the Company are as indicated above, Huizenga reserves the right to change such
plans or proposals, and to take such action, with respect to the Company and
any or all of the foregoing matters and any other matters, as he may determine.
ITEM 5. Interest in Securities of the Issuer.
The last sentence of the first paragraph of Item 5 is hereby amended
to read as follows:
Cook owns 111,392 shares of Common Stock, Anderson owns 55,696 shares
of Common Stock and the Becks own 220,600 shares of Common Stock.
The remaining paragraphs of Item 5 are amended to read as follows:
Since the date of the last filing of an amendment to this Schedule 13D
Cook has disposed of a total of 320,000 shares of Common Stock. Cook's sales
were effected in over-the-counter broker transactions pursuant to Rule 144
promulgated under the Securities Act of 1933. The following table describes
the dates of the transactions, the amounts of shares of Common Stock involved,
and the price per share obtained by Cook:
<PAGE> 40
Page 5 of 9
<TABLE>
<CAPTION>
Date of Sale Amount of Shares Price Per Share
------------ ---------------- ---------------
<S> <C> <C>
April 29, 1987 65,000 $22.75
April 29, 1987 37,000 $22.00
May 4, 1987 70,000 $20.50
May 5, 1987 83,000 $20.00
May 5, 1987 65,000 $20.50
</TABLE>
Huizenga, Flynn and Melk declined to exercise their rights of first
refusal to purchase the shares sold by Cook pursuant to the Amended Voting
Agreement. Cook still owns 111,392 shares of Common Stock which are subject to
the terms and provisions of the Amended Voting Agreement.
Huizenga, Flynn and Melk have the right to exercise voting power over
769,230 shares of Common Stock which they own and to exercise voting power over
111,392 shares of Common Stock owned by Cook, 40,696 shares of Common Stock
owned by Anderson, and 200,000 shares of Common Stock owned by the Becks, for a
total of 1,121,318 shares of Common Stock, pursuant to the Amended Voting
Agreement.
As of May 6, 1987, the Group beneficially owned or had the right to
acquire beneficial ownership of an aggregate of 3,315,436 shares of the Common
Stock of the Company, which represents approximately 59.0% of the outstanding
Common Stock (assuming that the only changes thereafter in the aggregate amount
of outstanding shares result from the issuance to Melk, Huizenga and Flynn of
the Third Closing Shares and the shares subject to the Warrants). Pursuant to
Rule 13d-4 of the Exchange
<PAGE> 41
Page 6 of 9
Act, Huizenga and the Group disclaim any beneficial ownership or control
(voting or dispositive) over (a) 25,000 shares of Common Stock acquired by Melk
prior to February 13, 1987 and (b) any and all shares owned by Cook, Anderson
and /or the Becks except for 352,088 of their shares which are subject to the
Amended Voting Agreement.
Subject to the terms and conditions of the Amended Stock Purchase
Agreement, the Warrants, the Shareholders' Agreement, and the Amended Voting
Agreement, Huizenga, Flynn, Melk, Cook, Anderson and the Becks each have the
power to vote or direct the voting of (subject to the Voting Agreement), and
dispose or direct the disposition of, the number of shares of Common Stock as
indicated on Exhibit "8" hereto which is incorporated by reference to this
Amendment No. 2.
Huizenga and the Group do not beneficially own any Common Stock of the
Company except as set forth above. No persons other than the members of the
Group, have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the 3,315,436 shares of
Common Stock beneficially owned (or subject to the right to acquire beneficial
ownership) by the Group.
Except as set forth herein, Huizenga has not effected, for his own
account, any transaction in the Common Stock of the Company during the past 60
days.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to the Securities to the Issuer.
<PAGE> 42
Page 7 of 9
Item 6 is hereby amended to read as follows:
Except as provided in the Amended Stock Purchase Agreement, the
Warrants, the Amended Voting Agreement, the Shareholders' Agreement, or as
otherwise described in this Amendment No. 2, Huizenga has no contracts,
arrangements, understandings or relationships (legal or otherwise) with respect
to any securities of the Company, including but not limited to, transfer or
voting of any of such securities, finders' fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
ITEM 7. Material Filed as Exhibits Hereto.
All Exhibits previously filed with the Schedule 13D or any amendment thereto
are incorporated by reference hereto, except Exhibit 7 is hereby replaced by
Exhibit 8 attached hereto.
Exhibit 8: Interests in Securities of the Issuer.
<PAGE> 43
Page 8 of 9
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.
Date: May 12, 1987
Signature: /s/ H. Wayne Huizenga
Name: H. Wayne Huizenga
<PAGE> 44
Attachment # 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
BLOCKBUSTER ENTERTAINMENT CORPORATION
(Name of Issuer)
COMMON
(Title of Class of Securities)
09376-10-4
(CUSIP Number)
Stephen K. Roddenberry, Esq.
Holland & Knight
1200 Brickell Avenue, Miami, FL 33131
(305) 374-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 24, 1987
(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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 ("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).
(Continued on following page(s))
Page 1 of 21 Pages
<PAGE> 45
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2 of 21 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H. WAYNE HUIZENGA
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 987,782
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,530,436
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 987,782
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,530,436
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 46
Page 3 of 21
This Amendment No. 3 to the Schedule 13D Statement, as amended and as
previously filed with the Securities and Exchange Commission by H. Wayne
Huizenga is filed to report the changes stated below. Other than as set forth
in this Amendment No. 3, the Schedule 13D, as amended, to which this Amendment
No. 3 relates is true and complete. The Schedule 13D, as amended, and exhibits
therewith as previously filed are incorporated by reference to this Amendment
No. 3. Unless otherwise indicated, all terms referred to herein shall have the
meaning as set forth in the Schedule 13D, as amended.
ITEM 2. Identity and Background.
Item 2 is hereby amended to read as follows:
This statement is filed by H. Wayne Huizenga ("Huizenga") whose
principal business address is 901 East Las Olas Boulevard, Fort Lauderdale, FL
33301. Huizenga is a private investor and Chairman, President and Chief
Executive Officer of the Company, and also is a citizen of the United States.
Huizenga is making this filing because he is a member of a "group" with
John J. Melk, Vice Chairman of the Company ("Melk"); Donald F. Flynn ("Flynn");
David P. Cook, a former Chairman and President of the Company ("Cook"); Kenneth
W. Anderson, a former President of the Company ("Anderson"); James F. Ellis, a
Senior Vice President of the Company ("Ellis"); Lawrence Beck and Scott Beck
(Lawrence Beck and Scott Beck are hereinafter collectively referred to as the
"Becks"), pursuant to Rule 13d-5 under the Securities Exchange Act of 1934
("Exchange Act"), as more fully set forth in Items 3, 4 and 5 below. Huizenga,
Melk, Flynn, Ellis, Cook, Anderson and the Becks are hereinafter collectively
referred to as the "Group". Huizenga is filing this statement on his own
behalf and not on behalf of any other member of the Group pursuant to Rule
13d-1(f)(2) under the Exchange Act.
Except as otherwise stated herein, any information provided in this
statement with respect to any member of the Group, other than Huizenga, has
been extracted from information set forth in a Schedule 13D or amendment
thereto filed with the Securities and Exchange Commission (the "Commission")
previously or concurrently herewith by Flynn or Melk or otherwise provided to
Huizenga by other members of the Group after reasonable inquiry, or in the most
recent Form 10-K, Form 10-Q and Form 8-K filed with the Commission by the
Company, and Huizenga disclaims all responsi-
<PAGE> 47
Page 4 of 21
bility for the completeness or accuracy of such information. The remaining
sub-items of Item 2 do not apply.
ITEM 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding the following paragraph:
On June 17, 1987, Huizenga paid the sum of $1,709,179.98 to the
Company, pursuant to a promissory note in the principal amount of $1,677,798.45
bearing interest at the annual rate of 7.5% from March 18, 1987 until the date
of payment. Said note was given by Huizenga to the Company on March 18, 1987
as consideration for the issuance of his portion of Second Closing Shares, and
was prepaid in full in accordance with the terms of the note. Huizenga's
source of funds for this payment to the Company was available liquid personal
funds.
ITEM 4. Purpose of Transaction.
Item 4 is hereby amended to report that John W. Croghan has been
nominated for election at the next annual shareholders' meeting as an
additional "independent" director (i.e., a person who is not an employee of the
Company and who is not affiliated with Huizenga, Melk or Flynn). Huizenga,
Melk and Flynn plan to vote all of the shares of Common Stock subject to the
Amended Voting Agreement on the record date for such meeting in favor of
electing the four current directors and Mr. Croghan to serve on the Board of
Directors until the annual meeting of shareholders to be held in 1988.
Although Huizenga's present plans with respect to the Securities and
the Company are as indicated above, Huizenga reserves the right to change such
plans or proposals, and to take such action, with respect to the Company and
any or all of the foregoing matters and any other matters, as he may determine.
ITEM 5. Interest in Securities of the Issuer.
The last sentence of the first paragraph of Item 5 is hereby amended
to read as follows:
Cook owns 111,392 shares of Common Stock, Anderson owns 35,696 shares
of Common Stock and the Becks own 220,600 shares of Common Stock.
The last five paragraphs of Item 5 (as set forth in Amendment No. 2)
are hereby deleted and the following nine paragraphs are hereby substituted
therefor:
In June, 1987, Anderson disposed of a total of 20,000 shares of Common
Stock. Anderson's sales were effected in over-the-
<PAGE> 48
Page 5 of 21
counter broker transactions pursuant to Rule 144 promulgated under the
Securities Act of 1933. The following tables describes the dates of the
transactions, the amounts of shares of Common Stock involved, and the price per
share obtained by Anderson:
<TABLE>
<CAPTION>
Date of Sale Amount of Shares Price Per Share
- ------------ ---------------- ---------------
<S> <C> <C>
June 11, 1987 7,000 $22.00
June 11, 1987 3,000 $22.25
June 17, 1987 5,000 $24.25
June 18, 1987 1,000 $25.50
June 18, 1987 1,000 $26.00
June 18, 1987 1,000 $26.50
June 24, 1987 2,000 $27.00
</TABLE>
The 15,000 shares of Common Stock sold by Anderson on June 11 and June
17, 1987 were not subject to the Amended Voting Agreement. The 5,000 shares of
Common Stock sold by Anderson on June 18 and June 24, 1987 were subject to the
Amended Voting Agreement, and Huizenga, Melk and Flynn declined to exercise
their rights of first refusal to purchase said 5,000 shares. Anderson still
owns 35,696 shares of Common Stock which are subject to the terms and
provisions of the Amended Voting Agreement, however, Anderson has notified
Huizenga, Melk and Flynn that he may sell an additional 10,000 shares of Common
Stock which are subject to the Amended Voting Agreement.
On June 13, 1987, Huizenga, Melk and Flynn executed a second voting
agreement with Ellis, and this second voting agreement, a copy of which is
attached hereto as Exhibit "10" and is incorporated by reference herein (the
"Second Voting Agreement"), became effective on June 17, 1987. The Second
Voting Agreement relates to 110,000 shares of Common Stock acquired by Ellis on
June 17, 1987, and Huizenga, Melk and Flynn, as "Voting Representatives" under
the Second Voting Agreement, will exercise voting power over the 110,000 shares
of Common Stock owned by Ellis on any and all matters in which such Common
Stock may be voted. The voting power will be exercised in accordance with the
decision of a majority of the Voting Representatives.
Ellis acquired his 110,000 shares of Common Stock on June 17, 1987 by
exercising a warrant for 110,000 shares of Common Stock. Said warrant was
issued by the Company to Ellis on June 15, 1987 in exchange for certain
securities of Movies To Go, Inc., a Missouri corporation, which securities were
valued at $2,200,000.00. Ellis was president of Movies To Go, Inc., and was
named a Senior Vice President of the Company in June, 1987 after the Company
acquired Movies To Go, Inc. Ellis has an addi-
<PAGE> 49
Page 6 of 21
tional warrant to acquire 110,000 shares of Common Stock which is exercisable
on January 2, 1989 or on June 29, 1989, subject to certain conditions, a copy
of which is attached hereto as Exhibit "11" and is incorporated by reference
herein (the "Ellis Warrant"). If the Ellis Warrant is exercised, the 110,0000
shares of Common Stock issued to Ellis will also be subject to a voting
agreement, pursuant to which Huizenga, Melk and Flynn will exercise voting
control.
Huizenga, Melk and Flynn collectively have the right to exercise
voting power over 769,230 issued and outstanding shares of Common Stock which
they own. Pursuant to the Amended Voting Agreement, Huizenga, Melk and Flynn
also collectively have the right to exercise voting power over 111,392 shares
of Common Stock owned by Cook, 35,696 shares of Common Stock owned by Anderson,
and 200,000 shares of Common Stock owned by the Becks. Pursuant to the Second
Voting Agreement, Huizenga, Melk and Flynn also collectively have the right to
exercise voting power over 110,000 shares of Common Stock owned by Ellis.
Therefore, Huizenga, Melk and Flynn collectively have the right to exercise
voting power over a total of 1,226,318 issued and outstanding shares of Common
Stock.
As of June 25, 1987, the Group beneficially owned or had the right to
acquire beneficial ownership of an aggregate of 3,530,436 shares of Common
Stock of the Company, which represents approximately 60.8% of the outstanding
Common Stock (assuming that the only changes thereafter in the aggregate amount
of outstanding shares result from the issuance to Huizenga, Melk and Flynn of
the Third Closing Shares and the shares subject to the Warrants and the
issuance to Ellis of the shares subject to the Ellis Warrant). Pursuant to
Rule 13d-4 of the Exchange Act, Huizenga and the Group disclaim any beneficial
ownership or control (voting or otherwise) over (a) 25,000 shares of Common
Stock acquired by Melk prior to February 13, 1987, (b) any and all shares owned
by Cook, Anderson and/or the Becks except for 347,088 of their shares which are
subject to the Amended Voting Agreement, or (c) any and all shares owned by
Ellis except for his 110,000 shares which are subject to the Second Voting
Agreement and his 110,000 shares to be issued upon exercise of the Ellis
Warrant.
Subject to the terms and conditions of the Amended Stock Purchase
Agreement, the Warrants, the Ellis Warrant, the Shareholders' Agreement, the
Amended Voting Agreement, and the Second Voting Agreement, Huizenga, Melk,
Flynn, Ellis, Cook, Anderson and the Becks each have the power to vote or
direct the voting of (subject to the Amended Voting Agreement and the Second
Voting Agreement), and dispose or direct the disposition of, the number of
shares of the Common Stock as indicated on Exhibit "9" hereto which is
incorporated by reference to this Amendment No. 3.
<PAGE> 50
Page 7 of 21
Huizenga and the Group do not beneficially own any Common Stock of the
Company except as set forth above. No persons other than the members of the
Group, have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the 3,530,436 shares of
Common Stock beneficially owned (or subject to the right to acquire beneficial
ownership) by the Group.
Except as set forth herein, Huizenga has not effected, for his own
account, any transaction in the Common Stock of the Company during the past 60
days.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 is hereby amended to read as follows:
Except as provided in the Amended Stock Purchase Agreement, the
Warrants, the Ellis Warrant, the Amended Voting Agreement, the Second Voting
Agreement, the Shareholders' Agreement, or as otherwise described in this
Amendment No. 3 and the Schedule 13D, as amended, to which it relates, Huizenga
has no contracts, arrangements, understandings or relationships (legal or
otherwise) with respect to any securities of the Company, including but not
limited to, transfer or voting of any of such securities, finder's fees, joint
ventures, loan or option agreements, put or calls, guarantees of profits,
division of profits or losses, or the giving of withholding of proxies.
ITEM 7. Material Filed as Exhibits Hereto.
All Exhibits previously filed with the Schedule 13D or any amendment
thereto are incorporated by reference hereto, except Exhibit 8 is hereby
replaced by Exhibit 9 hereto, and new Exhibits 10 and 11 are added as follows:
Exhibit 9: Interest in Securities of the Issuer
Exhibit 10: Second Voting Agreement
Exhibit 11: Ellis Warrant
<PAGE> 51
Page 8 of 21
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.
Date: July 7, 1987
Signature: /s/ H. Wayne Huizenga
Name: H. Wayne Huizenga
<PAGE> 52
Attachment # 5
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
BLOCKBUSTER ENTERTAINMENT CORPORATION
(Name of Issuer)
COMMON
(Title of Class of Securities)
09376-10-4
(CUSIP Number)
Stephen K. Roddenberry, Esq.
Holland & Knight
1200 Brickell Avenue, Miami, FL 33131
Tel: (305) 374-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 8, 1987
(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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 ("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).
(Continued on following page(s))
Page 1 of 7 Pages
<PAGE> 53
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H. Wayne Huizenga
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 987,782
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 987,782
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,963,348
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 54
This Amendment No. 4 to the Schedule 13D, as amended and as previously
filed with the Securities and Exchange Commission by H. Wayne Huizenga, is
filed to report the changes stated below. Other than as set forth in this
Amendment No. 4, the Schedule 13D, as amended, to which this Amendment No. 4
relates is true, correct and complete. The Schedule 13D, as amended, and the
Exhibits thereto as previously filed are incorporated by reference to this
Amendment No. 4. Unless otherwise indicated, all terms referred to herein
shall have the meaning as set forth in the Schedule 13D as amended to date.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended as follows:
This statement is filed by H. Wayne Huizenga ("Huizenga"), a citizen
of the United States, whose principal business address is 901 East Las Olas
Boulevard, Fort Lauderdale, Florida 33301. Huizenga is a private investor and
is Chairman of the Board, Chief Executive Officer and President of the Company.
Huizenga is making this Amendment No. 4 to his Schedule 13D because he
is a member of a group with John J. Melk, Vice Chairman of the Company
("Melk"), and Donald F. Flynn, a director of the Company ("Flynn"), pursuant to
Rule 13d-5 under the Securities Exchange Act of 1934 ("Exchange Act"), as more
fully set forth in Items 3, 4 and 5 below. Huizenga, Melk and Flynn are
hereinafter collectively referred to as the "Group." Huizenga is filing this
Amendment No. 4 on his own behalf and not on behalf of any other member of the
Group pursuant to Rule 13d-1(f)(2) under the Exchange Act.
Huizenga, Melk and Flynn are no longer part of a group for purposes of
Regulation 13D under the Exchange Act with David P. Cook, Kenneth W. Anderson,
Scott A. Beck, Lawrence Beck, or James F. Ellis because the Voting Agreements
referred to in the Schedule 13D and subsequent Amendments thereto were
terminated as of September 8, 1987.
Except as otherwise stated herein, any information provided in this
statement with respect to any member of the Group, other
Page 3 of 7 Pages
<PAGE> 55
than Huizenga, has been extracted from information set forth in a Schedule 13D
or amendment thereto filed with the Securities and Exchange Commission
("Commission") previously or concurrently herewith by Melk or Flynn or
otherwise provided to Huizenga by Melk or Flynn after reasonable inquiry, or in
the most recent Form 10-K, Form 10-Q, Form 8-K or Form 8 filed with the
Commission by the Company, and Huizenga disclaims all responsibility for the
completeness or accuracy of such information.
The remaining sub-items of Item 2 are not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended to report that the Amended Voting Agreement between
Huizenga, Melk, Flynn, David P. Cook, Kenneth W. Anderson, Scott A. Beck and
Lawrence Beck, and the Second Voting Agreement between Huizenga, Melk, Flynn
and James F. Ellis have been terminated as of September 8, 1987. There is no
longer any agreement which Huizenga, Melk or Flynn is a party to with respect
to voting or directing the voting of any shares of Common Stock of the Company.
Although Huizenga's present plans with respect to the Securities and
the Company are as set forth in the Schedule 13D as amended to date, Huizenga
reserves the right to change such plans or proposals, and to take such action,
with respect to the Company and any or all of the foregoing matters and any
other matters, as he may determine.
ITEM 5: INTEREST IN SECURITIES OF ISSUER.
Item 5 is hereby amended to read as follows:
As more specifically reported in the Schedule 13D and subsequent
Amendments thereto, Huizenga, Melk and Flynn have the following interest in the
securities of the Company: On February 11, 1987, Huizenga, Melk and Flynn
entered into a Stock Purchase Agreement with the Company to purchase an
aggregate of 1,263,348 shares of Common Stock over an 18 month period. The
first purchase of 384,615 shares by Huizenga, Melk and Flynn for $5,000,000
cash closed on February 13, 1987. On March 18, 1987, the Stock Purchase
Agreement was amended and the second purchase of 384,615 shares was made by
Huizenga, Melk and Flynn in return for three collateralized interest bearing
notes in the aggregate principal amount of $5,033,000. Such notes were paid in
full in accordance with their terms in June and July, 1987. Huizenga, Melk and
Flynn are obligated under the Amended Stock Purchase Agreement to complete a
third purchase of 494,118 shares on August 13, 1988, or earlier at their
option, subject to certain
Page 4 of 7 Pages
<PAGE> 56
conditions including a 30 day average market price of $17 or more per share for
the Company's Common Stock prior to closing. On February 13, 1987, Huizenga,
Melk and Flynn were issued five year warrants to purchase an aggregate of
850,000 shares of Common Stock at $17 per share and an aggregate of 850,000
shares of Common Stock at $21 per share. Additionally, Huizenga, Melk and
Flynn each were granted options to purchase 20,000 shares of Common Stock under
the Company's 1987 Stock Option Plan which was approved by the Company's
stockholders at the annual meeting on July 28, 1987; however, pursuant to the
terms and conditions of the 1987 Stock Option Plan, the options cannot be
exercised within the next 60 days and therefore Huizenga, Melk and Flynn do not
have beneficial ownership of these shares.
Huizenga, Melk and Flynn have not sold any shares of Common Stock of
the Company. However, shares owned by David P. Cook, Kenneth W. Anderson,
Scott A. Beck, Lawrence Beck and James F. Ellis, which were subject to a right
to exercise voting power by Huizenga, Melk and Flynn, are no longer subject to
such right because the Voting Agreements granting such right were terminated as
of September 8, 1987.
Accordingly, as of September 8, 1987, as a Group, Huizenga, Melk and
Flynn beneficially own an aggregate of 769,230 shares of Common Stock and have
the right to acquire beneficial ownership within 60 days of an additional
2,194,118 shares of Common Stock. Collectively, the total of 2,963,348 shares
of Common Stock beneficially owned or subject to the right to acquire
beneficial ownership within 60 days by the Group represents approximately 52.0%
of the outstanding Common Stock (assuming that the only changes in the
3,504,650 shares of Common Stock actually outstanding as of August 31, 1987
result from the issuance to Huizenga, Melk and Flynn of the 494,118 Third
Closing Shares and the 1,700,000 shares subject to the Warrants). Pursuant to
Rule 13d-4 of the Exchange Act, Huizenga and the Group disclaim any beneficial
ownership over (a) 25,000 shares of Common Stock acquired by Melk prior to
February 13, 1987, and (b) any and all shares of Common Stock owned by members
of the respective immediate families of Huizenga, Melk and Flynn.
Subject to the terms and conditions of the Amended Stock Purchase
Agreement, the Warrants and the Shareholders' Agreement, Huizenga, Melk and
Flynn each has the power to vote or direct the voting of, and dispose or direct
the disposition of, the number of shares of Common Stock indicated on the
following table:
Page 5 of 7 Pages
<PAGE> 57
<TABLE>
<CAPTION>
Huizenga Flynn Melk
-------- ----- ----
<S> <C> <C> <C>
Sole
Voting
Power 987,782 987,783 1,012,783
Shared
Voting
Power 0 0 0
Sole
Dispositive
Power 987,782 987,783 1,012,783
Shared
Dispositive
Power 0 0 0
</TABLE>
The members of the Group do not beneficially own any Common Stock
except as set forth above. No persons other than the members of the Group have
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the 2,963,348 shares of Common Stock
beneficially owned (or subject to the right to acquire beneficial ownership
within 60 days) by the Group.
Except as set forth herein, Huizenga has not effected, for his own
account, any transaction in the Common Stock of the Company during the past 60
days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended to read as follows:
Except as provided in the Amended Stock Purchase Agreement, the
Warrants, the Shareholders' Agreement, or as otherwise described in this
Amendment No. 4 and the Schedule 13D, as amended, to which it relates, Huizenga
has no contracts, arrangements, understandings or relationships (legal or
otherwise) with respect to any securities of the Company, including but not
limited to, transfer or voting of any of such securities, finder's fees, joint
ventures, loan or option agreements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
Page 6 of 7 Pages
<PAGE> 58
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.
Date: September 22, 1987
Signature: /s/ H. Wayne Huizenga
Name: H. Wayne Huizenga
Page 7 of 7 Pages
<PAGE> 59
Attachment # 6
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
BLOCKBUSTER ENTERTAINMENT CORPORATION
(Name of Issuer)
COMMON
(Title of Class of Securities)
09376-10-4
(CUSIP Number)
John T. McCarthy
Bell, Boyd, & Lloyd
Three First National Plaza, Chicago, IL 60602
(312) 372-1121
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 1987
(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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 ("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).
(Continued on following page(s))
Page 1 of 21 Pages
<PAGE> 60
SCHEDULE 13D
CUSIP No. 09376-10-4 Page 2 of 21 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H. Wayne Huizenga
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,007,782
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,007,782
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,004,421
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.47%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 61
Page 3 of 21 Pages
This Amendment No. 5 to Schedule 13D, as amended and as previously
filed with the Securities and Exchange Commission by H. Wayne Huizenga, is
filed to report the changes stated below. Other than as set forth in this
Amendment No. 5, the original Schedule 13D, as amended, to which this amendment
relates is true and complete. Schedule 13D, as amended, and exhibits thereto
as previously filed are incorporated herein by reference. Unless otherwise
specified, all terms referred to herein shall have the meanings ascribed to
them in Schedule 13D, as amended.
Item 2. Identity and Background.
Item 2 is hereby amended to read as follows:
This statement is filed by H. Wayne Huizenga ("Huizenga"), a citizen
of the United States of America, whose principal business address is 901 E. Las
Olas Boulevard, Ft. Lauderdale, FL 33301. Huizenga is a private investor and
is Chairman of the Board, Chief Executive Officer and President of the Company.
Huizenga is filing this Amendment No. 5 to his Schedule 13D pursuant
to Rule 13d-2 under the Securities Exchange Act of 1934 (the "1934 Act"), for
the reason set forth in item 3 below. Huizenga is the beneficial owner of more
than 5 percent of the outstanding shares of Common Stock of the Company and is
a member of a group, within the meaning of Section 13(d)(3) of the 1934 Act,
along with John J. Melk ("Melk"), Vice Chairman of the Board of the Company,
and Donald F. Flynn ("Flynn"), Director and Chairman of the Finance Committee
of the Company (collectively the "Group"). Huizenga is filing this Amendment
No. 5 on his own
<PAGE> 62
Page 4 of 21 Pages
behalf and not on behalf of any other member of the Group pursuant to Rule
13d-1(f)(2) under the 1934 Act.
Except as otherwise stated herein, any information set forth in this
statement concerning any member of the Group, other than Huizenga, has been
extracted from a Schedule 13D or amendments thereto filed with the Securities
and Exchange Commission (the "Commission") previously or concurrently herewith
by Flynn or Melk or otherwise provided to Huizenga by Flynn or Melk after
reasonable inquiry, or in the most recent Form 10-K, Form 10-Q, Form 8-K or
Form 8 filed with the Commission by the Company, and Huizenga disclaims all
responsibility for the completeness or accuracy of such information.
The remaining sub-items of Item 2 do not apply.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding the following paragraphs:
This Amendment No. 5 to Schedule 13D reports the acquisition by
Huizenga of 164,706 shares and the acquisition by the Group of 494,118 shares
of Common Stock from the Company (the "Third Closing Shares") for $16.13 per
share on December 31, 1987, pursuant to a certain amendment dated December 10,
1987 (the "Amendment") to the Stock Purchase Agreement. A copy of the
Amendment is attached hereto as Exhibit 10 and is incorporated herein by
reference.
The total purchase price paid by each member of the Group was
$2,656,097.69. The source of funds for the purchase by
<PAGE> 63
Page 5 of 21 Pages
Huizenga of his portion of the Third Closing Shares was $16,470.60 in cash from
his personal funds and a promissory note in the principal amount of
$2,639,627.09, bearing interest at the annual rate of 8 3/4 percent from
December 31, 1987 until maturity of the note on August 13, 1988.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to report that Huizenga's present plans with
respect to the Securities and the Company are as set forth in Schedule 13D, as
amended to date. Huizenga, however, reserves the right to change such plans
and to take such action, with respect to the Company and any or all of the
foregoing matters and any other matters, as he may determine.
Item 5. Interest in Securities of Issuer.
Item 5 is hereby amended to report that:
As of the date hereof, Huizenga beneficially owns 441,116 shares of
Common Stock of the Company and has the right to acquire beneficial ownership
of an additional 566,666 shares of the Company's Common Stock within 60 days.
Such shares of Common Stock represent approximately 16.26 percent of the
outstanding shares (assuming that the only change to the 4,498,773 shares of
Common stock outstanding as of December 31, 1987 is an increase resulting from
the issuance to Huizenga, Melk and Flynn of the 1,699,998 shares subject to the
Warrants).
As of the date hereof, the Group beneficially owns an aggregate of
1,304,423 shares of Common Stock and has the right
<PAGE> 64
Page 6 of 21 Pages
to acquire beneficial ownership of an additional 1,699,998 shares of Common
Stock within 60 days. Collectively, the 3,004,421 shares of Common Stock
beneficially owned or subject to the right to be acquired by the Group within
60 days represent approximately 48.47 percent of the outstanding shares of
Common Stock (assuming that the only change to the 4,498,773 shares of Common
Stock outstanding as of December 31, 1987 is an increase resulting from the
issuance to Huizenga, Melk and Flynn of the 1,699,998 shares subject to the
Warrants). Pursuant to Rule 13d-4 under the 1934 Act, Huizenga and the Group
expressly disclaim any beneficial ownership of any and all shares of Common
Stock of the Company owned by members of their respective immediate families.
Subject to the terms and conditions of the Stock Purchase Agreement,
as amended, the Warrants and the Shareholders' Agreement, Huizenga, Melk and
Flynn each has the power to vote or direct the voting of, and dispose or direct
the disposition of, the number of shares of Common Stock set forth on the
following table:
<PAGE> 65
Page 7 of 21 Pages
<TABLE>
<CAPTION>
Huizenga Flynn Melk
-------- ----- ----
<S> <C> <C> <C>
Sole
Voting
Power 1,007,782 987,782 1,008,857
Shared
Voting
Power 0 0 0
Sole
Dispositive
Power 1,007,782 987,782 1,008,857
Shared
Dispositive
Power 0 0 0
</TABLE>
The members of the Group do not beneficially own any shares of Common
Stock of the Company except as set forth above. No persons other than the
members of the Group have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the 3,004,421
shares of Common Stock beneficially owned (or subject to the right to acquire
beneficial ownership within 60 days) by the Group.
Except as set forth in Item 3 of this Amendment No. 5, Huizenga has
not effected, for his own account, any transaction in the Common Stock of the
Company during the past 60 days.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer.
Item 6 is hereby amended to read as follows:
Except as provided in the Stock Purchase Agreement, as amended, the
Warrants, the Shareholders' Agreement, or as otherwise described in this
Amendment No. 5 and Schedule 13D, as
<PAGE> 66
Page 8 of 21 Pages
amended, to which it relates, Huizenga has no contracts, arrangements,
understandings or relationships (legal or otherwise) with respect to any
securities of the Company, including but not limited to, transfer or voting of
any of such securities, finder's fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
Item 7. Material Filed as Exhibits Hereto.
Exhibit 10: Amendment to Stock Purchase Agreement
<PAGE> 67
Page 9 of 21 Pages
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.
Date: February 1, 1988
Signature: /s/ H. Wayne Huizenga
Name: H. Wayne Huizenga
<PAGE> 68
Attachment # 7
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
BLOCKBUSTER ENTERTAINMENT CORPORATION
(Name of Issuer)
COMMON
(Title of Class of Securities)
093676-10-4
(CUSIP Number)
John T. McCarthy
Bell, Boyd, & Lloyd
Three First National Plaza, Chicago, IL 60602
(312) 327-1121
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 24, 1988
(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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 ("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).
(Continued on following page(s))
Page 1 of 34 Pages
<PAGE> 69
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2 of 34 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H. Wayne Huizenga
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,892,096
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,892,096
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,378,724
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.20
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 70
Page 3
This Amendment No. 6 to Schedule 13D, as amended and as previously
filed with the Securities and Exchange Commission (the "Commission") by H.
Wayne Huizenga, is being filed to report the changes stated below. Other than
as set forth in this Amendment No. 6, the original Schedule 13D, as amended,
and exhibits thereto as previously filed are incorporated herein by reference.
Unless otherwise specified, all terms referred to herein shall have the
meanings ascribed to them in Schedule 13D, as amended.
Item 2. Identity and Background.
Item 2 is hereby amended to read as follows:
This statement is filed by H. Wayne Huizenga ("Huizenga"), a citizen of
the United States of America, whose principal business address is 901 E. Las
Olas Boulevard, Ft. Lauderdale, Florida 33301. Huizenga's principal occupation
is Chairman of the Board and Chief Executive Officer of Blockbuster
Entertainment Corporation (the "Company"). During the last five years,
Huizenga has neither been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) nor was a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgement, 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.
<PAGE> 71
Page 4
Huizenga is the beneficial owner of more than 5 percent of the
outstanding shares of Common Stock of the Company. Huizenga, Donald F. Flynn
("Flynn"), a director of the Company, and John J. Melk ("Melk"), a director and
Vice Chairman of the Board of the Company, have agreed orally to act together
for purposes of acquiring and holding their respective shares of Common Stock.
Accordingly, Huizenga, Flynn and Melk (collectively, the "Group") are members
of a group, within the meaning of Section 13(d)(3) of the Securities Exchange
Act of 1934 (the "1934 Act"). Huizenga is filing this Amendment No. 6 on his
own behalf and not on behalf of any other member of the Group pursuant to Rule
13-d-1(f)(2) under the 1934 Act.
Except as otherwise stated herein, any information set forth in this
statement concerning any member of the Group, other than Huizenga, has been
extracted from a Schedule 13D or amendments thereto filed with the Commission
previously or concurrently herewith by Flynn or Melk or otherwise provided to
Huizenga by Flynn or Melk after reasonable inquiry, or in the most recent Form
10-K, Form 10-Q, Form 8-K or Form 8 filed with the Commission by the Company,
and Huizenga disclaims all responsibility for the completeness or accuracy of
such information.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding the following paragraphs:
As more fully described in Item 4 hereof, this Amendment No. 6 to
Schedule 13D reports (a) the acquisition by Huizenga from Flynn and Melk of
certain A Warrants and B Warrants, pursuant to a cer-
<PAGE> 72
Page 5
tain Warrant Purchase Agreement (the "Purchase Agreement") dated August
23, 1988 by and among Flynn, Melk, Melk Charitable Remainder Unitrust, John C.
Stiefel, Trustee and JJM Charitable Remainder Annuity Trust, John C. Stiefel,
Trustee, as sellers, and Huizenga, Peter H. Huizenga, The Peter H. Huizenga,
Sr. Testamentary Trust, Peter H. Huizenga and Elizabeth I. Huizenga, Trustees,
Peer Pedersen, Dean L. Buntrock, Charles A. Lewis, GND Investments, Inc.
("GND") and United Cable Video Entertainment, Inc. ("United Cable"), as
purchasers (the "Purchasers") and (b) the agreement among the Purchasers and
the Company pursuant to a certain Warrant Exercise Agreement dated August 23,
1988 (the "Exercise Agreement") which provides for the exercise of the A
Warrants and B Warrants and grants the Purchasers registration rights with
respect to the shares of Common Stock issued upon such exercise. A copy of the
Purchase Agreement is attached hereto as Exhibit 11 and a copy of the Exercise
Agreement is attached hereto as Exhibit 12, both of which are incorporated
herein by reference.
The consideration paid by Huizenga to each of Flynn and Melk for such A
Warrants and B Warrants was $4,295,324. In each case, the source of such
payments was $1,622,159 from Huizenga's personal funds and one interest-bearing
promissory note to the Seller in the principal amount of $2,673,165.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding the following paragraphs:
Huizenga has entered into the Purchase Agreement pursuant to which he
purchased 195,242 A Warrants and 195,242 B Warrants from
<PAGE> 73
Page 6
each of Flynn and Melk, and the other Purchasers purchased certain other A
Warrants and B Warrants from each of Flynn, Melk, the Charitable Trust and the
JJM Trust. The Purchase Agreement set forth as Exhibit 11 hereto is
incorporated herein by reference.
Under the terms of the Purchase Agreement, Huizenga and United Cable
have agreed that in the event that either of them determine to sell, transfer
or otherwise dispose of any shares of Common Stock or other equity securities
entitled to vote in elections of the Company's directors ("Equity Securities"),
or right to acquire such, and each of them still owns 5% or more of the
outstanding Common Stock, such sale, transfer or other disposition may only be
made if the other party and GND are provided a written option to participate in
such sale, transfer or other disposition on a proportional basis. This right
does not apply to any sale, transfer or other disposition of Equity Securities
or the right to acquire such (a) pursuant to Rule 144 of the Securities Act of
1933 (the "1933 Act"), (b) to a transferee, who after giving effect to such
sale, transfer, or other disposition, does not own more than 5% of the
outstanding Equity Securities, (c) in a public offering (whether underwritten,
in the open market or otherwise) of Equity Securities (or the right to aquire
such) registered under the 1933 Act or (d) under certain other limited
circumstances. The Purchase Agreement and Exercise Agreement are incorporated
herein by reference. Huizenga and United Cable also have agreed that in the
event that either of them determines to purchase Equity Securities from Flynn,
Melk or GND and each of Huizenga and United Cable still owns 5% or more of the
outstanding Common Stock, such purchase may only
<PAGE> 74
Page 7
be made if the other is provided the written opportunity to participate
in such purchase on a proportional basis. The Purchase Agreement further
provides that Huizenga, Flynn and Melk will vote all Equity Securities held by
them to elect a person designated by United Cable to the Board of Directors of
the Company and to reelect such person or successor designee of United Cable
until such time that United Cable no longer holds 5% or more of the outstanding
Common Stock.
Under the terms of the Exercise Agreement, Huizenga has agreed that he
will exercise the A Warrants and B Warrants purchased by him as is permitted by
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
("Hart-Scott"), and will promptly file all required materials pursuant to
Hart-Scott, use his best efforts to comply with Hart-Scott, and cause a prompt
termination of any waiting period imposed by Hart-Scott.
Huizenga's present plans with respect to the Company and its Common
Stock are as set forth in Schedule 13D, as amended to date. However, Huizenga
reserves the right to change such plans and to take such action, with respect
to the Company and any or all of the foregoing matters and any other matters,
as he may determine.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended to report the following:
As of the date hereof, Huizenga beneficially owns 1,764,464 shares of
Common Stock of the Company and has the right to acquire beneficial ownership
of an additional 3,127,632 shares of the Company's Common Stock within 60 days.
Such shares of Common Stock
<PAGE> 75
Page 8
represent approximately 20.59 percent of the outstanding shares (assuming that
the only change to the 20,636,922 shares of Common Stock outstanding as of June
30, 1988 is an increase resulting from the issuance to Huizenga of the
3,047,632 shares subject to the A Warrants and B Warrants currently owned by
him, and 80,000 shares subject to currently exercisable options granted under
the Company's 1987 Stock Plan (the "1987 Plan").
As of the date hereof, the Group beneficially owns an aggregate of
5,208,092 shares of Common Stock and has the right to acquire beneficial
ownership of an additional 3,167,632 shares of Common Stock within 60 days.
Collectively, the 8,378,724 shares of Common Stock beneficially owned or
subject to the right to be acquired by the Group within 60 days represent
approximately 35.20 percent of the outstanding shares of Common Stock (assuming
that the only change to the 20,636,922 shares of Common Stock outstanding as of
June 30, 1988 is an increase resulting from the issuance to Huizenga of the
3,047,632 shares subject to the A Warrants and B Warrants currently owned by
him, and to Huizenga and Melk of 120,000 shares subject to currently
exercisable options granted under the Company's 1987 Plan). Pursuant to Rule
13d-4 under the 1934 Act, Huizenga and the Group expressly disclaim any
beneficial ownership of any and all shares of Common Stock of the Company owned
by members of their respective immediate families.
Subject to the terms and conditions of the Warrants and the
Shareholders' Agreement, Huizenga, Flynn and Melk each has the power to vote or
direct the voting of, and dispose or direct the
<PAGE> 76
Page 9
disposition of, the number of shares of Common Stock set forth on the following
table:
Huizenga Flynn Melk
-------- ----- ----
Sole
Voting
Power 4,892,096 1,684,464 1,799,164
Shared
Voting 0 0 0
Power
Sole
Dispositive
Power 4,892,096 1,684,464 1,799,164
Shared
Dispositive
Power 0 0 0
The members of the Group do not beneficially own any shares of Common
Stock of the Company except as set forth above. No persons other than the
members of the Group have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the 8,378,724
shares of Common Stock beneficially owned (or subject to the right to acquire
beneficial ownership within 60 days) by the Group.
As more fully described in Item 4, Huizenga has agreed to vote all
Equity Securities held by him to elect a person designated by United Cable to
the Board of Directors of the Company. This agreement may be deemed to
constitute shared voting power. Huizenga, however, expressly disclaims that he
is a member of group with United Cable and accordingly any beneficial ownership
of any and all shares of Common Stock (or rights to acquire such) owned by
United Cable.
<PAGE> 77
Page 10
Except as set forth in Item 3 of this Amendment No. 6, Huizenga has not
effected, for his own account, any transaction in the Common Stock of the
Company during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 is hereby amended to read as follows:
Except as provided in the Purchase Agreement, the Exercise Agreement,
or as otherwise described in this Amendment and Schedule 13D, as amended, to
which it relates, Huizenga has no contracts, arrangements, understandings or
relationships (legal or otherwise) with respect to any securities of the
Company, including but not limited to, transfer or voting of any such
securities, finders' fees, joint ventures, loan or option agreements, puts or
calls, guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
Item 7. Material filed as Exhibits Hereto.
Exhibit 11. Warrant Purchase Agreement
Exhibit 12. Warrant Exercise Agreement
<PAGE> 78
Page 11
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.
Date: August 30, 1988
Signature: /s/ H. Wayne Huizenga
Name: H. Wayne Huizenga
<PAGE> 79
Attachment # 8
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
BLOCKBUSTER ENTERTAINMENT CORPORATION
(Name of Issuer)
Common
(Title of Class of Securities)
093676-10-4
(CUSIP Number)
John T. McCarthy
BELL, BOYD, & LLOYD
Three First National Plaza, Chicago, Illinois 60602
(312) 372-1121
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 20, 1988
(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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 ("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).
(Continued on following page(s))
Page 1 of 10 Pages
<PAGE> 80
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H. Wayne Huizenga
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,892,096
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,892,096
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,376,304
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.26
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 81
Page 3
This Amendment No. 7 to Schedule 13D, as amended and as previously
filed with the Securities and Exchange Commission (the "Commission") by
H. Wayne Huizenga, is being filed to report the changes stated below. Other
than as set forth in this Amendment No. 7, the original Schedule 13D, as
amended, and exhibits thereto as previously filed are incorporated herein by
reference. Unless otherwise specified, all terms referred to herein shall
have the meanings ascribed to them in such Schedule 13D, as amended.
Item 2. Identity and Background.
Item 2 is hereby amended to read as follows:
This statement is being filed by H. Wayne Huizenga ("Huizenga") a
citizen of the United States of America, whose principal business address is
901 E. Las Olas Boulevard, Ft. Lauderdale, Florida 33301. Huizenga's principal
occupation is Chairman of the Board and Chief Executive Officer of Blockbuster
Entertainment Corporation (the "Company"). During the last five years Huizenga
has neither been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) nor was a party to any civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgement, 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.
<PAGE> 82
Page 4
Huizenga is the beneficial owner of more than 5 percent of the
outstanding shares of Common Stock of the Company. Huizenga, Donald F. Flynn
("Flynn"), a director of the Company, and John J. Melk ("Melk"), a director and
Vice Chairman of the Board of the Company, have agreed orally to act together
for purposes of acquiring and holding their respective shares of Common Stock.
Accordingly, Huizenga, Flynn and Melk (collectively, the "Group") are members
of a group, within the meaning of Section 13(d)(3) of the Securities Exchange
Act of 1934 (the "1934 Act"). Huizenga is filing this Amendment No. 7 on his
own behalf and not on behalf of any other member of the Group pursuant to Rule
13-d-1(f)(2) under the 1934 Act.
Except as otherwise stated herein, any information set forth in this
statement concerning any member of the Group, other than Huizenga, has been
extracted from a Schedule 13D or amendments thereto filed with the Commission
previously or concurrently herewith by Flynn or Melk or otherwise provided to
Huizenga by Flynn or Melk after reasonable inquiry, or in the most recent Form
10-K, Form 10-Q, Form 8-K or Form 8 filed with the Commission by the Company,
and Huizenga disclaims all responsibility for the completeness or accuracy of
such information.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding the following paragraphs:
As more fully described in Item 4 hereof, this Amendment No. 7 to
Schedule 13D reports (a) the termination of the Shareholders' Agreement on
September 20, 1988, and (b) the exercise by Huizenga
<PAGE> 83
Page 5
of certain A Warrants and B Warrants on September 29, 1988, pursuant to the
Exercise Agreement. A copy of the agreement to terminate the Shareholders'
Agreement which is attached hereto as Exhibit 13 is, along with the exercise
Agreement set forth as Exhibit 11 to Amendment No. 6, incorporated herein by
reference.
The consideration paid by Huizenga to the Company upon the exercise of
such A Warrants and B Warrants was $3,709,598. The source of such payment was
from Huizenga's personal funds.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding the following paragraphs:
On September 20, 1988, Huizenga, Flynn and Melk entered into an
agreement dated August 4, 1988 to terminate the Shareholders' Agreement. This
Agreement, which is set forth as Exhibit 13 hereto, is incorporated herein by
reference.
Under the terms of the Exercise Agreement, Huizenga agreed that he
would exercise the A Warrants and B Warrants purchased by him pursuant to the
Purchase Agreement as permitted by the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended ("Hart-Scott"). Huizenga filed all required materials
pursuant to Hart-Scott and thereafter the waiting period imposed by Hart-Scott
terminated. Accordingly on September 29, 1988 Huizenga exercised such
warrants, purchasing 780,968 shares of Common Stock. The Exercise Agreement
set forth as Exhibit 11 to Amendment No. 6 to Schedule 13D is incorporated
herein by reference.
Huizenga's present plans with respect to the Company and its Common
Stock are as set forth in Schedule 13D, as amended to date.
<PAGE> 84
Page 6
However, Huizenga reserves the right to change such plans and to take such
action, with respect to the Company and any or all of the foregoing matters
and any other matters, as he may determine.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended to report the following:
As of the date hereof, Huizenga beneficially owns 2,545,432 shares of
Common Stock of the Company and has the right to acquire beneficial ownership
of an additional 2,346,664 shares of the Company's Common Stock within 60 days.
Such shares of Common Stock represent approximately 17.70 percent of the
outstanding shares (assuming that the only change to the 25,292,598 shares of
Common Stock outstanding as of September 30, 1988 is an increase resulting from
the issuance to Huizenga of the 2,266,664 shares subject to A Warrants and B
Warrants currently owned by him, and 80,000 shares subject to currently
exercisable options granted under the Company's 1987 Stock Option Plan.
As of the date hereof, the Group beneficially owns an aggregate of
5,989,640 shares of Common Stock and has the right to acquire beneficial
ownership of an additional 2,386,664 shares of Common Stock within 60 days.
Collectively, the 8,376,304 shares of Common Stock beneficially owned or
subject to the right to be acquired by the Group within 60 days represent
approximately 30.26 percent of the outstanding shares of Common Stock (assuming
that the only change to the 25,292,598 shares of Common Stock outstanding as of
September 30, 1988 is an increase resulting from the issuance to Huizenga of
the 2,266,664 shares subject to A Warrants
<PAGE> 85
Page 7
and B Warrants currently owned by him, and to Huizenga and Melk of an aggregate
of 120,000 shares subject to currently exercisable options granted under the
Company's 1987 Stock Option Plan). Pursuant to Rule 13d-4 under the 1934 Act,
Huizenga and the Group expressly disclaim any beneficial ownership of any and
all shares of Common Stock of the Company owned by members of their respective
immediate families.
Subject to the terms and conditions of the Warrants, Huizenga, Flynn
and Melk each has the power to vote or direct the voting of, and dispose or
direct the disposition of, the number of shares of Common Stock set forth on
the following table:
<TABLE>
<CAPTION>
Huizenga Flynn Melk
-------- ----- ----
<S> <C> <C> <C>
Sole
Voting
Power 4,892,096 1,685,044 1,799,164
Shared
Voting
Power 0 0 0
Sole
Dispositive
Power 4,892,096 1,685,044 1,799,164
Shared
Dispositive
Power 0 0 0
</TABLE>
The members of the Group do not beneficially own any shares of Common
Stock of the Company except as set forth above. No persons other than the
members of the Group have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the 8,376,304
shares of Common Stock beneficially
<PAGE> 86
Page 8
owned (or subject to the right to acquire beneficial ownership within 60 days)
by the Group.
Except as set forth in Items 3 of Amendment No. 6 and this Amendment
No. 7, Huizenga has not effected, for his own account, any transaction in the
Common Stock of the Company during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 is hereby amended to read as follows:
Except as provided in the Purchase Agreement, the Exercise Agreement,
or as otherwise described in this Amendment and Schedule 13D, as amended,
Huizenga has no contracts, arrangements, understandings or relationships (legal
or otherwise) with respect to any securities of the Company, including but not
limited to, transfer or voting of any such securities, finders' fees, joint
ventures, loan or option agreements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
Item 7. Material Filed as Exhibits Hereto.
Exhibit 13. Agreement to Terminate Shareholders' Agreement.
<PAGE> 87
Page 9
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: October 11, 1988
Signature: /s/ H. Wayne Huizenga
Name: H. Wayne Huizenga
<PAGE> 88
Attachment # 9
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Blockbuster Entertainment Corporation
(Name of Issuer)
Common
(Title of Class of Securities)
093676-10-4
(CUSIP Number)
John T. McCarthy
BELL, BOYD & Lloyd
Three First National Plaza,
Chicago, Illinois 60602
(312) 372-1121
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 3, 1989
(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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 ("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> 89
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H. Wayne Huizenga
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,861,346
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,861,346
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,861,346
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 90
Page 3
This Amendment No. 8 to Schedule 13D, as amended and as previously
filed with the Securities and Exchange Commission (the "Commission") by
H. Wayne Huizenga, is being filed to report the changes stated below. Other
than as set forth in this Amendment No. 8, the original Schedule 13D, as
amended, and exhibits thereto as previously filed are incorporated herein by
reference. Unless otherwise specified, all terms referred to herein shall
have the meanings ascribed to them in such Schedule 13D, as amended.
Item 2. Identity and Background.
Item 2 is hereby amended to read as follows:
This statement is being filed by H. Wayne Huizenga
("Huizenga") a citizen of the United States of America, whose principal
business address is 901 E. Las Olas Boulevard, Ft. Lauderdale, Florida 33301.
Huizenga's principal occupation is Chairman of the Board and Chief Executive
Office of Blockbuster Entertainment Corporation (the "Company"). During the
last five years Huizenga has neither been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) nor was a party to any
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgement, 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.
Huizenga is the beneficial owner of more than 5 percent of the
outstanding shares of Common Stock of the Company. On March 3, 1989,
John J. Melk resigned as a director and officer of the
<PAGE> 91
Page 4
Company and Huizenga, Melk and Donald F. Flynn orally agreed that they
will no longer act together for purposes of acquiring and holding their
respective shares of Common Stock. Accordingly, Huizenga, Melk and Flynn are no
longer members of a group, within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934 (the "1934 Act").
Item 3. Interest in Securities of the Issuer.
Item 3 is hereby amended to report the following:
As of the date hereof, Huizenga beneficially owns 2,594,682 shares of
Common Stock of the Company and has the right to acquire beneficial ownership
of an additional 2,266,664 shares of the Company's Common Stock within 60 days.
Such shares of Common Stock represent approximately 14.5 percent of the
outstanding shares.
Huizenga has not effected, for his own account, any transactions in
the Common Stock of the Company during the past 60 days.
<PAGE> 92
Page 5
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.
Date: April 17, 1989
Signature: /s/ H. Wayne Huizenga
Name: H. Wayne Huizenga
<PAGE> 93
Attachment # 10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
BLOCKBUSTER ENTERTAINMENT CORPORATION
(Name of Issuer)
Common
(Title of Class of Securities)
093676-10-4
(CUSIP Number)
John T. McCarthy
BELL, BOYD, & LLOYD
Three First National Plaza, Chicago, Illinois, 60602
(312) 372-1121
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 19, 1990
(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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 ("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> 94
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H. Wayne Huizenga
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 11,156,817
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 11,156,817
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,156,817
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 95
Page 3
This Amendment No. 9 to Schedule 13D, as amended and as previously
filed with the Securities and Exchange Commission (the "Commission") by
H. Wayne Huizenga (the "reporting person"), is being filed to report the changes
stated below. Other than as set forth in this Amendment No. 9, the original
Schedule 13D, as amended, and exhibits thereto as previously filed are
incorporated herein by reference. Unless otherwise specified, all terms
referred to herein shall have the meanings ascribed to them in such Schedule
13D, as amended. The share amounts set forth herein have been adjusted to
reflect a two-for-one stock split of the Company's Common Stock that occurred
in May 1989.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following paragraph:
The reporting person's present plans with respect to the Company and
its Common Stock are as set forth in Schedule 13D, as amended to date.
However, the reporting person reserves the right to change such plans and to
take such action, with respect to the Company and any or all of the foregoing
matters and any other matters, as he may determine.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended to report the following:
As of the date hereof, the reporting person beneficially owns
5,163,489 shares of Common Stock of the Company and has the right to acquire
beneficial ownership of an additional 5,993,328 shares of the Company's Common
Stock within 60 days. Such shares of Common Stock represent approximately 14.4
percent of the
<PAGE> 96
Page 4
outstanding shares, calculated in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934 (based on 77,794,305 shares outstanding as of
February 19, 1990, including the 5,993,328 shares of which the reporting person
has the right to acquire beneficial ownership).
Except as set forth in this Amendment No. 9, the reporting person has
not effected, for his own account, any transactions in the Company's Common
Stock during the past 60 days. The reporting person's beneficial ownership of
Common Stock increased on February 19, 1990 by 900,000 shares solely as a
result of the ratification of the granting by the Company to the reporting
person of an immediately exercisable warrant to purchase 900,000 shares of
Common Stock at an exercise price equal to the closing sales price of the
Company's Common Stock on the date of grant.
<PAGE> 97
Page 5
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: March 13, 1990
Signature: /s/ H. Wayne Huizenga
Name: H. Wayne Huizenga
<PAGE> 98
Attachment # 11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Blockbuster Entertainment Corporation
(Name of Issuer)
Common
(Title of Class of Securities)
093676-10-4
(CUSIP Number)
John T. McCarthy
Bell, Boyd & Lloyd,
70 West Madison St., Suite 3200
Chicago, IL 60602
(312) 372-1121
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 4, 1991
(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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 ("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> 99
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H. Wayne Huizenga
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 9,681,787
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 9,681,787
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,681,787
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 100
Amendment No. 10 to Schedule 13D
This Amendment No. 10 to Schedule 13D, as amended and as previously
filed with the Securities and Exchange Commission (the "Commission") by H.
Wayne Huizenga (the "reporting person"), is being filed to report the changes
stated below. Other than as set forth in this Amendment No. 10, the original
Schedule 13D, as amended, and exhibits thereto, as previously filed, are
incorporated herein by reference. Unless otherwise specified, all terms
referred to herein shall have the meanings ascribed to them in such Schedule
13D, as amended.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following paragraph:
As of February 5, 1991 the reporting person has no current intent to
sell shares of Common Stock or additional warrants to acquire Common Stock.
However, certain of the shares of Common Stock held by the reporting person and
certain shares of Common Stock underlying certain warrants held by the reporting
person are registered under the Securities Act of 1933 (the "1933 Act") for
resale, and the reporting person reserves the right to exercise such rights in
the future as he may determine.
Item 5. Interest in Securities of Issuer.
Item 5 is hereby amended to report that:
As of the date hereof, the reporting person beneficially owns, and has
the sole power to vote or direct the vote of and dispose or direct the
disposition of, 4,638,459 shares of Common Stock of the
3
<PAGE> 101
Company and has the right to acquire beneficial ownership of an additional
5,043,328 shares of the Company's Common Stock within 60 days. Such shares of
Common Stock represent in the aggregate approximately 12.2 percent of the
outstanding shares, calculated in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934 (based on 79,638,515 shares outstanding as of
January 23, 1991, which number includes the 5,043,328 shares of which the
reporting person has the right to acquire beneficial ownership).
On February 4, 1991, the reporting person entered into an agreement (a
copy of which is attached hereto as Exhibit 14) (the "Agreement") with Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") pursuant to which
the reporting person sold to Merrill Lynch 100,000 five year warrants to
purchase Common Stock at $2.125 per share ("A Warrants") for a price of $22.875
per A Warrant and 100,000 five year warrants to purchase Common Stock at $2.625
per share ("B Warrants") for a price of $22.375 per B Warrant (which together
cover an aggregate of 200,000 shares of Common Stock). The A Warrants and B
Warrants are referred to together herein as the "Warrants" where no distinction
between them is required. Under the Agreement, the reporting person also
granted to Merrill Lynch an option (the "Option") to purchase up to 500,000 A
Warrants and 500,000 B Warrants (which together cover an aggregate of 1,000,000
shares of Common Stock) at any time within ten New York Stock Exchange ("NYSE")
trading days of the date of the Agreement (the "Option Exercise Period"), for
an exercise price of $22.625 and $22.125 per Warrant, respectively, on
4
<PAGE> 102
the first day the Option is exercisable, and for each other day the Option is
exercisable, at certain adjusted prices. On February 5, 1991, Merrill Lynch
exercised the Option in full.
The shares of Common Stock underlying the Warrants (the "Shares") have
been previously registered for resale under the Securities Act of 1933 by
persons receiving such Shares upon exercise of the Warrants. As permitted in
the prospectus covering the Shares, the Company has given its consent to the
use by Merrill Lynch of the prospectus in connection with resales of the
Shares.
Except as set forth in this Amendment No. 10, the reporting person has
not effected, for his own account, any transactions in the Common Stock during
the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 is hereby amended to include the information reported in Item 5
of this Amendment No. 10, and to add the following:
On June 29, 1990, in connection with a personal investment, the
reporting person transferred certain shares of Common Stock to various
entities, in each of which the reporting person owns a 50% equity interest. In
connection with the transfer, the reporting person agreed to (i) repurchase or
cause to be repurchased until June 30, 1991 all or any shares of Common Stock
held by Improvements which cannot be sold under certain circumstances and (ii)
indemnify and hold harmless Improvements for certain liabilities, if any,
arising in connection with the sale of the shares of Common Stock transferred
to Improvements.
5
<PAGE> 103
Also, in connection with the transfer, the reporting person agreed to
certain contractual restrictions which specifically exclude him from any direct
or indirect control over decisions by the entities regarding the disposition of
the shares of the Common Stock transferred to Improvements, and such reporting
person does not have the power to vote such shares. See Exhibit 15 attached
hereto and incorporated by reference herein.
Item 7. Material to be Filed as Exhibits.
Exhibit 14. Warrant Purchase Agreement.
Exhibit 15. Provisions Relating to Blockbuster Shares held by
Improvements.
Exhibit 16. Press Release dated February 5, 1991.
6
<PAGE> 104
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:
Signature: /s/ H. Wayne Huizenga
Name: H. Wayne Huizenga
<PAGE> 105
Attachment # 12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
BLOCKBUSTER ENTERTAINMENT CORPORATION
(Name of Issuer)
Common
(Title of Class of Securities)
093676-10-4
(CUSIP Number)
Thomas W. Hawkins
Blockbuster Entertainment Corporation
901 East Las Olas Boulevard, Fort Lauderdale, Florida 33301
(305) 524-8200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 21, 1991
(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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 ("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> 106
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H. Wayne Huizenga
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 17,230,491
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 17,230,491
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,230,491
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 107
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2D of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Huizenga Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 785,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 785,000
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
785,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.50
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 108
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2A of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Huizenga Investments One, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 314,666
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 314,666
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
314,666
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.20
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 109
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2B of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Huizenga Investments Two, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 144,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 144,000
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
144,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.10
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 110
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2C of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Huizenga Investments Three, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 74,667
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 74,667
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,667
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.10
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 111
Amendment No. 11 to Schedule 13D
This Amendment No. 11 to Schedule 13D, as amended and as previously
filed with the Securities and Exchange Commission (the "Commission") by H.
Wayne Huizenga, is being filed to report the changes stated below. Other than
as set forth in this Amendment No. 11, the original Schedule 13D, as amended,
and exhibits thereto, as previously filed with the Commission, are incorporated
herein by reference. Unless otherwise specified, all terms referred to herein
shall have the meanings ascribed to them in such Schedule 13D, as amended. The
share amounts set forth herein have been adjusted to reflect a two-for-one
stock split that occurred in March 1991.
Item 2. Identity and Background.
Item 2 is hereby amended to add the following paragraphs:
This Amendment No. 11 is filed by H. Wayne Huizenga ("Huizenga"), an
individual, on his behalf and on behalf of Huizenga Investments One, Inc. ("HI
One"), Huizenga Investments Two, Inc. ("HI Two"), Huizenga Investments Three,
Inc. ("HI Three") and Huizenga Holdings, Inc., ("HHI"). The principal business
address of Huizenga, and of each of HI One, HI Two, HI Three and HHI
(hereinafter sometimes referred to collectively as the "Entities") is 901 East
Las Olas Boulevard, Fort Lauderdale, Florida 33301. Huizenga is Chairman and
Chief Executive Officer of the Company and is a citizen of the United States.
Each of the Entities is a corporation organized under the laws of the
-3-
<PAGE> 112
state of Florida. The principal business of each of the Entities is holding
and managing investments.
Huizenga and the Entities (hereinafter sometimes referred to
collectively as the "reporting persons") are making this filing because they
may be deemed to be members of a group within the meaning of Rule 13d-5 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This
Amendment No. 11 is a single filing on behalf of the reporting persons pursuant
to Rule 13d-1(f)(1) under the Exchange Act.
Richard C. Rochon, a United States citizen whose address is 901 East
Las Olas Boulevard, Fort Lauderdale, Florida 33301, is the sole director and is
president and secretary of each of the Entities. Mr. Rochon's principal
occupation is Chief Executive Officer of HHI. The number of shares of Common
Stock owned by Mr. Rochon constitutes less than one percent of the outstanding
Common Stock.
During the last five years, none of the reporting persons or Mr.
Rochon has either been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to any 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.
-4-
<PAGE> 113
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following paragraph:
Except as set forth in Item 5, none of the reporting persons has any
current intent to acquire or dispose of shares of Common Stock or rights to
acquire Common Stock. However, the reporting persons hold shares of Common
Stock and/or rights to acquire Common Stock, including Common Stock which is
registered under the Securities Act of 1933, as amended (the "1933 Act"), for
resale, and each of the reporting persons reserves the right to exercise such
rights and resell such securities in the future as he or it may determine.
Item 5. Interest in Securities of Issuer.
Item 5 is hereby amended to report that:
On August 22, 1991, Huizenga transferred, as capital contributions to
the Entities, a total of 1,318,333 warrants to purchase shares of Common Stock
for $1.0625 per share (collectively the "Entities Warrants") as follows: (a)
to HI One, 314,666 Entities Warrants, (b) to HI Two, 144,000 Entities Warrants,
(c) to HI Three, 74,667 Entities Warrants and (d) to HHI, 785,000 Entities
Warrants. It is anticipated that each of the Entities will from time to time
utilize the Entities Warrants in pursuing other investment opportunities, either
through the sale of Entities Warrants, or, following the exercise thereof, the
underlying Common Stock, or, as collateral for borrowings, through the pledge
of Entities Warrants, or, following the exercise thereof, the underlying Common
Stock.
-5-
<PAGE> 114
As of the date of this Amendment No. 11, the reporting persons
beneficially own, and have power to vote or direct the vote of and dispose or
direct the disposition of, shares of Common Stock, and have the right to
acquire beneficial ownership of shares of Common Stock within 60 days as
follows:
(a) Huizenga beneficially owns and has the sole power to vote or
direct the vote of, and to dispose or direct the disposition of, 8,672,168
shares of Common Stock and has the right to acquire beneficial ownership of an
additional 8,558,323 shares of Common Stock within 60 days. Huizenga, as the
controlling stockholder of each of the Entities, also has the power to direct
the disposition of the Entities Warrants (covering 1,318,333 shares of Common
Stock) held by them, or, following the exercise thereof, the vote of and/or the
disposition of the underlying Common Stock. Huizenga has, from time to time,
made, and may, from time to time in the future, make, gifts of shares of Common
Stock to the Huizenga Family Foundation (the "Foundation") of which Huizenga is
the President and a director. The Foundation has, from time to time, made, and
may, from time to time in the future, make, gifts of shares of Common Stock to
charitable organizations. As of the date of this Amendment No. 11, the
Foundation holds 166,983 shares of Common Stock. The reporting persons
disclaim beneficial ownership of the shares of Common Stock which may now or in
the future be held by the Foundation and the inclusion of such shares in any
statement filed by, or on behalf of, any of the reporting purposes shall not be
construed as an admission that any of the reporting persons is, for the
purposes
-6-
<PAGE> 115
of Section 13(d) or Section 13(g) of the Exchange Act, the beneficial owner of
such shares.
(b) HI One has the right to acquire beneficial ownership of 314,666
shares of Common Stock within 60 days pursuant to the Entities Warrants held by
it.
(b) HI Two has the right to acquire 144,000 shares of Common Stock
within 60 days pursuant to the Entities Warrants held by it.
(c) HI Three has the right to acquire 74,667 shares of Common Stock
within 60 days pursuant to the Entities Warrants held by it.
(d) HHI has the right to acquire beneficial ownership of 785,000
shares of Common Stock within 60 days pursuant to the Entities Warrants held by
it.
Such shares of Common Stock represent in the aggregate approximately
11.77 percent of the outstanding shares of Common Stock, calculated in
accordance with Rule 13d-3 under the Exchange Act (based on 157,704,211 shares
of Common Stock outstanding as of August 8, 1991, which number includes the
shares of which the reporting persons have the right to acquire beneficial
ownership within 60 days).
On August 12, 1991, in a private transaction, Huizenga transferred
156,045 shares of Common Stock in exchange for personal property.
On August 19, 1991, Huizenga transferred a total of 25,809 shares of
Common Stock to certain employees of HHI as compensation.
-7-
<PAGE> 116
On August 22, 1991, in connection with a personal investment, Huizenga
transferred to a corporation in which he owns a 50% equity interest
("Transferee") a total of 210,000 warrants to purchase shares of Common Stock
for $1.0625 per share (the "Transferee Warrants"). In connection with this
transfer, Huizenga agreed (i) to purchase any shares of Common Stock held by
Transferee following exercise of Transferee Warrants which cannot be sold under
certain circumstances and (ii) to indemnify and hold harmless Transferee for
certain liabilities, if any, arising in connection with the sale of such shares
of Common Stock. Also in connection with this transfer, Huizenga agreed to
certain contractual restrictions, which specifically exclude him from any
direct or indirect control over decisions regarding the disposition of the
Transferee Warrants, or, following the exercise thereof, the vote of and/or the
disposition of the underlying Common Stock.
The shares of Common Stock underlying the Entities Warrants and the
Transferee Warrants (the "Shares") have been previously registered for resale
under the 1933 Act by persons receiving such Shares upon exercise thereof. The
reporting persons have been advised that, as permitted in the prospectus
covering the Shares, the Company intends to give its consent to the use by each
of the Entities and by Transferee of the prospectus in connection with resales
of the Shares.
Except as set forth in this Amendment No. 11, none of the reporting
persons has effected, for his or its own account, any transactions in the
Common Stock during the past 60 days.
-8-
<PAGE> 117
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 is hereby amended to add the following paragraph:
As previously noted, Huizenga is the controlling stockholder of each
of the Entities. Accordingly, Huizenga has the power to direct the disposition
of the Entities Warrants held by them, or, following the exercise thereof, the
vote of and/or the disposition of the underlying Common Stock. In connection
with the transfer of the Transferee Warrants, Huizenga entered into certain
agreements with Transferee as more particularly described in Item 5 of this
Amendment No. 11.
Item 7. Material to be Filed as Exhibits.
Exhibit 19 - Agreement Re: Single Filing
Exhibit 20 - Certain Provisions Re: Transferee Warrants
-9-
<PAGE> 118
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: August 26, 1991
Signature: /s/ H. Wayne Huizenga
Name: H. Wayne Huizenga
<PAGE> 119
Attachment # 13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
Blockbuster Entertainment Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
093676-10-4
(CUSIP Number)
Thomas W. Hawkins
Blockbuster Entertainment Corporation
901 East Las Olas Boulevard,
Fort Lauderdale, Florida 33301
(305) 524-8200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 29, 1991
(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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 ("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 1 of 12 Pages
<PAGE> 120
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H. Wayne Huizenga
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 17,230,491
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 17,230,491
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,230,491
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 121
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2A of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Huizenga Investments One, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 314,666
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 314,666
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
314,666
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.20
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 122
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2B of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Huizenga Investments Two, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 144,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 144,000
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
144,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.09
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 123
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2C of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Huizenga Investments Three, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 74,667
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 74,667
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,667
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.05
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 124
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2D of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Huizenga Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 125
Page 3 of 12 Pages
Amendment No. 12 to Schedule 13D
This Amendment No. 12 to Schedule 13D, as amended and as previously
filed with the Securities and Exchange Commission (the "Commission") by
H. Wayne Huizenga, is being filed to report the changes stated below. Other
than as set forth in this Amendment No. 12, the original Schedule 13D, as
amended, and exhibits thereto, as previously filed with the Commission, are
incorporated herein by reference. Unless otherwise specified, all terms
referred to herein shall have the meanings ascribed to them in such Schedule
13D, as amended.
Item 5. Interest in Securities of Issuer.
Item 5 is hereby amended to report that:
As of the date of this Amendment No. 12, the reporting persons
beneficially own, and have power to vote or direct the vote of and dispose or
direct the disposition of, shares of Common Stock, and have the right to
acquire beneficial ownership of shares of Common Stock within 60 days as
follows:
(a) Huizenga beneficially owns and has the sole power to vote or
direct the vote of, and to dispose or direct the disposition of, 8,672,168
shares of Common Stock and has the right to acquire beneficial ownership of an
additional 8,558,323, shares of Common Stock within 60 days. Huizenga, as the
controlling stockholder of each of the Entities, also has the power to direct
the disposition of the Entities Warrants held by them, or, following the
exercise thereof, the vote of and/or the disposition of the underlying Common
Stock. Huizenga has, from time to time,
<PAGE> 126
Page 4 of 12 Pages
made, and may, from time to time in the future, make, gifts of shares
of Common Stock to the Huizenga Family Foundation (the "Foundation") of which
Huizenga is the President and a director. The Foundation has, from time to
time, made, and may, from time to time in the future, make, gifts of shares of
Common Stock to charitable organizations. As of the date of this Amendment No.
12, the Foundation holds 166,983 shares of Common Stock. The reporting
persons disclaim beneficial ownership of the shares of Common Stock which may
now or in the future be held by the Foundation and the inclusion of such shares
in any statement filed by, or on behalf of, any of the reporting purposes shall
not be construed as an admission that any of the reporting persons is, for the
purposes of Section 13(d) or Section 13(g) of the Exchange Act, the beneficial
owner of such shares.
(b) HI One has the right to acquire beneficial ownership of
314,666 shares of Common Stock within 60 days pursuant to the Entities Warrants
held by it.
(c) HI Two has the right to acquire 144,000 shares of Common Stock
within 60 days pursuant to the Entities Warrants held by it.
(d) HI Three has the right to acquire 74,667 shares of Common
Stock within 60 days pursuant to the Entities Warrants held by it.
Such shares of Common Stock represent in the aggregate approximately
11.11 percent of the oustanding shares of Common Stock, calculated in
accordance with rule 13d-3 under the Exchange
4
<PAGE> 127
Page 5 of 12 Pages
Act (based on 161,338,369 shares of Common Stock outstanding as of November 30,
1991, which number includes the shares of which the reporting persons have the
right to acquire beneficial ownership within 60 days).
On November 29, 1991, HHI transferred, as a capital contribution to
Florida Marlins Baseball, Ltd., a Florida limited partnership which Huizenga
controls ("Marlins"), all 785,000 Entities Warrants owned by HHI.
On November 29, 1991, in connection with a personal investment of
Huizenga, Marlins transferred to a corporation in which Huizenga owns a 50%
equity interest ("Transferee") all 785,000 Entities Warrants which it received
from HHI (the "HHI Warrants"). In connection with this transfer, Huizenga
agreed (i) to purchase any shares of Common Stock held by Transferee following
exercise of HHI Warrants which cannot be sold under certain circumstances and
(ii) to indemnify and hold harmless Transferee for certain liabilities, if any,
arising in connection with the sale of such shares of Common Stock. Also in
connection with this transfer, Huizenga agreed to certain contractual
restrictions, which specifically exclude him or his representatives on the
board of directors of Transferee, including Carl F. Barger, a director of the
Company, from any direct or indirect control over decisions regarding the
disposition of the HHI Warrants, or, following the exercise thereof, the vote
of and/or the disposition of the underlying Common Stock.
The shares of Common Stock underlying the HHI Warrants
5
<PAGE> 128
Page 6 of 12 Pages
(the "Shares") have been previously registered for resale under the 1933 Act by
persons receiving such Shares upon exercise thereof. The reporting persons
have been advised that, as permitted in the prospectus covering the Shares, the
Company has given its consent to the use by Transferee of the prospectus in
connection with resales of the Shares.
Except as set forth in this Amendment No. 12, none of the reporting
persons has effected, for his or its own account, any transactions in the
Common Stock during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 is hereby amended to add the following paragraph:
As previously noted, Huizenga is the controlling stockholder of each
of the Entities. Accordingly, Huizenga has the power to direct the disposition
of the Entities Warrants held by them, or, following the exercise thereof, the
vote of and/or the disposition of the underlying Common Stock. In connection
with the transfer of the HHI Warrants, Huizenga entered into certain agreements
with Transferee as more particularly described in Item 5 of this Amendment No.
12.
Item 7. Material to be filed as Exhibits.
Exhibit 21 - Certain Provisions Re: Transferee Warrants
6
<PAGE> 129
Page 7 of 12 Pages
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: December 4, 1991
Signature: /s/ H. Wayne Huizenga
Name: H. Wayne Huizenga
7
<PAGE> 130
Attachment # 14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
Blockbuster Entertainment Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
093676-10-4
(CUSIP Number)
Thomas W. Hawkins
Blockbuster Entertainment Corporation
901 East Las Olas Boulevard,
Fort Lauderdale, Florida 33301
(305) 524-8200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 21, 1992
(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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 ("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> 131
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H. Wayne Huizenga
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 16,608,454
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 16,608,454
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,608,454
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ X /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.64
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 132
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2A of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Huizenga Investments One, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 133
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2B of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Huizenga Investments Two, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 134
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2C of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Huizenga Investments Three, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 135
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2D of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Huizenga Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 136
Page 3 of 6 Pages
Amendment No. 13 to Schedule 13D
This Amendment No. 13 to Schedule 13D, as amended and as previously
filed with the Securities and Exchange Commission (the "Commission") by H.
Wayne Huizenga, is being filed to report the changes stated below. Other than
as set forth in this Amendment No. 13, the original Schedule 13D, as amended,
and exhibits thereto, as previously filed with the Commission, are incorporated
herein by reference. Unless otherwise specified, all terms referred to herein
shall have the meanings ascribed to them in such Schedule 13D, as amended.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended to report that:
The funds used by Huizenga to acquire the Common Stock described in
Item 5 ($6,292,800) were provided by his own personal funds.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to report that:
The purpose of the acquisition of the Common Stock by Huizenga
described in Item 5 was to exercise warrants that otherwise would have expired.
Item 5. Interest in Securities of Issuer.
Item 5 is hereby amended to report that:
As of the date of this Amendment No. 13, the reporting persons
beneficially own, and have power to vote or direct the vote of and dispose or
direct the disposition of, shares of Common Stock, and
3
<PAGE> 137
Page 4 of 6 Pages
have the right to acquire beneficial ownership of shares of Common Stock within
60 days as follows:
Huizenga beneficially owns and has the sole power to vote or direct
the vote of, and to dispose or direct the disposition of, 12,233,387 shares of
Common Stock and has the right to acquire beneficial ownership of an additional
4,375,067 shares of Common Stock within 60 days. Such shares of Common Stock
represent in the aggregate approximately 9.64 percent of the outstanding shares
of Common Stock, calculated in accordance with Rule 13d-3 under the Exchange
Act (based on 172,267,312 shares of Common Stock outstanding as of February 19,
1992, which number includes the shares of which Huizenga has the right to
acquire beneficial ownership within 60 days).
Huizenga has, from time to time, made, and may, from time to time in
the future, make, gifts of shares of Common Stock to the Huizenga Family
Foundation (the "Foundation") of which Huizenga is the President and a
director. The Foundation has, from time to time, made, and will, from time to
time in the future, continue to make, gifts of shares of Common Stock to
charitable organizations. As of the date of this Amendment No. 11, the
Foundation holds 166,983 shares of Common Stock. The reporting persons
disclaim beneficial ownership of the shares of Common Stock which may now or in
the future be held by the Foundation and the inclusion of such shares in any
statement filed by, or on behalf of, any of the reporting purposes shall not be
construed as an admission that any of the reporting persons is, for the
purposes of Section 13(d) or Section 13(g) of the Exchange Act, the beneficial
owner of such shares.
4
<PAGE> 138
Page 5 of 6 Pages
On February 12, 1992, Huizenga, through the exercise of warrants held
by him, acquired a total of 5,138,323 shares of Common Stock (the "Shares") at
exercise prices of $1.3125 per Share (3,333,328 Shares) and $1.0625 per Share
(1,804,995 Shares), respectively. On February 21, 1992, Huizenga sold
2,000,000 of the Shares to Electris Finance S.A., a subsidiary of Philips
Electronics N.V. at a price of $13.50 per Share.
On January 2, 1992 and February 17, 1992, Huizenga was granted options
to purchase 155,067 shares of Common Stock, at an exercise price of $11.35 per
share and 300,000 shares of Common Stock at an exercise price of $13.75 per
share, respectively. The aforesaid options have a term of ten years from the
date of grant and are exercisable at any time on or after the date of grant
within the ten year term.
In December 1991, HI One, HI Two and HI Three exercised all of the
Entities Warrants held by them, using their own respective internal funds, and
subsequently sold the Common Stock acquired on exercise of the Entities
Warrants.
Except as set forth in this Amendment No. 13, none of the reporting
persons has effected, for his or its own account, any transactions in the
Common Stock during the past 60 days.
5
<PAGE> 139
Page 6 of 6 Pages
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: February 25, 1992
Signature: /s/ H. Wayne Huizenga
Name: H. Wayne Huizenga
<PAGE> 140
Attachment # 15
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
BLOCKBUSTER ENTERTAINMENT CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
093676-10-4
(CUSIP Number)
Thomas W. Hawkins
Blockbuster Entertainment Corporation
One Blockbuster Plaza, Fort Lauderdale, Florida 33301
(305) 832-3191
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 11, 1992
(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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 ("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> 141
SCHEDULE 13D
CUSIP No. 093676-10-4 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
H. Wayne Huizenga
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 15,108,454
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 15,108,454
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,108,454
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 142
Amendment No. 14 to Schedule 13D
This Amendment No. 14 to Schedule 13D, as amended and as previously
filed with the Securities and Exchange Commission (the "Commission") by
H. Wayne Huizenga (hereinafter referred to as the "reporting person"), is being
filed to report the changes stated below. Other than as set forth in this
Amendment No. 14, the original Schedule 13D, as amended, and exhibits thereto,
as previously filed with the Commission, are incorporated herein by reference.
Unless otherwise specified, all terms referred to herein shall have the
meanings ascribed to them in such Schedule 13D, as amended.
Item 5. Interest in Securities of Issuer.
Item 5 is hereby amended to report that:
On August 11, 1992, the reporting person sold 1,000,000 shares of
Common Stock in transactions on the New York Stock Exchange at a price of
$12.375 per share. On August 12, 1992, the reporting person sold 200,000
shares and 300,000 shares, respectively, of Common Stock in transactions on the
New York Stock Exchange at prices of $12.50 and $12.375, respectively.
As of the date of this Amendment No. 14, the reporting person
beneficially owns and has the sole power to vote or direct the vote of, and to
dispose or direct the disposition of, 10,733,387 shares of Common Stock and has
the right to acquire beneficial ownership of an additional 4,375,067 shares of
Common Stock within 60 days. Such shares of Common Stock represent in the
aggregate approximately 8 percent of the outstanding shares of Common Stock,
calculated in accordance with Rule 13d-3 under
-3-
<PAGE> 143
the Exchange Act (based on 189,160,970 shares of Common Stock outstanding as of
July 31, 1992, which number includes the shares of which the reporting person
has the right to acquire beneficial ownership within 60 days).
The reporting person has, from time to time, made, and may, from time
to time in the future, make, gifts of shares of Common Stock to the Huizenga
Family Foundation (the "Foundation") of which the reporting person is the
President and a director. The Foundation has, from time to time, made, and
may, from time to time in the future, make, gifts of shares of Common Stock to
charitable organizations. As of the date of this Amendment No. 14, the
Foundation holds 166,983 shares of Common Stock. The reporting person
disclaims beneficial ownership of the shares of Common Stock which may now or
in the future be held by the Foundation and the inclusion of such shares in any
statement filed by, or on behalf of, the reporting person shall not be
construed as an admission that the reporting person is, for the purposes of
Section 13(d) or Section 13(g) of the Exchange Act, the beneficial owner of
such shares.
Except as set forth in this Amendment No. 14, the reporting person has
not effected, for his own account, any transactions in the Common Stock during
the past 60 days.
-4-
<PAGE> 144
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: August 17, 1992
Signature: /s/ H. Wayne Huizenga
Name: H. Wayne Huizenga
<PAGE> 1
EXHIBIT 22
[CONFORMED COPY]
STOCKHOLDERS STOCK OPTION AGREEMENT
STOCKHOLDERS STOCK OPTION AGREEMENT, dated
as of January 7, 1994, among VIACOM INC., a Delaware corporation
("Viacom"), and each other person and entity listed on the
signature pages hereof (each, a "Stockholder").
WHEREAS, as of the date hereof each Stockholder owns
(either beneficially or of record) the number of shares of
common stock, par value $0.10 per share ("Blockbuster Common
Stock"), of Blockbuster Entertainment Corporation, a Delaware
corporation ("Blockbuster"), set forth opposite such
Stockholder's name on Exhibit A hereto (all such shares owned
by the Stockholders and any shares hereafter acquired by the
Stockholders prior to the termination of this Agreement being
referred to herein as the "Shares");
WHEREAS, Viacom and Blockbuster propose to enter into
an Agreement and Plan of Merger, dated as of the date hereof
(as the same may be amended from time to time, the "Merger
Agreement"), which provides, upon the terms and subject to the
conditions thereof, for the merger of Blockbuster with and into
Viacom (the "Merger"); and
WHEREAS, as a condition to the willingness of Viacom
to enter into the Merger Agreement, Viacom has requested that
each Stockholder agree, and, in order to induce Viacom to enter
into the Merger Agreement, each Stockholder has agreed,
severally and not jointly, to grant Viacom options to purchase
such Stockholder's Shares;
NOW, THEREFORE, in consideration of the premises and
of the mutual agreements and covenants set forth herein and in
the Merger Agreement, the parties hereto agree as follows:
ARTICLE I
THE OPTIONS
SECTION 1.01. Grant of Options. Each Stockholder
hereby grants to Viacom an irrevocable option (each, an
"Option") to purchase such Stockholder's Shares at a price per
Share equal to $30.125 (the "Purchase Price"). Each Option
shall expire if not exercised prior to the close of
2
<PAGE> 2
business on the 120th day following termination of the Merger
Agreement. Each Option shall also expire if the Merger
Agreement is terminated pursuant to Section 8.01(c) thereof.
SECTION 1.02. Exercise of Options. Provided that (a)
to the extent necessary, any applicable waiting periods (and
any extension thereof) under the Hart-Scott-Rodino Antitrust
Improvement Act of 1976 and the rules and regulations
promulgated thereunder (the "HSR Act") with respect to the
exercise of an Option shall have expired or been terminated and
(b) no preliminary or permanent injunction or other order,
decree or ruling issued by any court or governmental or
regulatory authority, domestic or foreign, of competent
jurisdiction prohibiting the exercise of an Option or the
delivery of Shares shall be in effect, Viacom may exercise any
or all of the Options at any time following termination of the
Merger Agreement (other than a termination pursuant to
Section 8.01(c) thereof) until the expiration of such Options,
provided that at the time of exercise of the Options there
exists a Competing Transaction (as defined in the Merger
Agreement) with respect to Blockbuster. In the event that
Viacom wishes to exercise an Option, Viacom shall give written
notice (the date of such notice being herein called the "Notice
Date"), to the Stockholder who granted such Option specifying a
place and date (not later than ten Business Days (as defined
below) and not earlier than three Business Days following the
Notice Date) for closing such purchase (the "Closing"). For
the purposes of this Agreement, the term "Business Day" shall
mean a Saturday, a Sunday or a day on which banks are not
required or authorized by law or executive order to be closed
in the City of New York.
SECTION 1.03. Payment for and Delivery of
Certificates. At the Closing, (a) Viacom shall pay the
aggregate Purchase Price for the Shares being purchased from
each Stockholder by wire transfer in immediately available
funds of the total amount of the Purchase Price for such Shares
to an account designated by such Stockholder by written notice
to Viacom, and (b) each Stockholder whose Shares are being
purchased shall deliver to Viacom a certificate or certificates
evidencing such Stockholder's Shares, and such Stockholder
agrees that such Shares shall be transfered free and clear of
all liens. All such certificates shall be duly endorsed in
blank, or with appropriate stock powers, duly executed in
blank, attached thereto, in proper form for transfer, with the
signature of such Stockholder thereon guaranteed, and with all
applicable taxes paid or provided for.
3
<PAGE> 3
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF
THE STOCKHOLDERS
Each Stockholder, severally and not jointly, hereby
represents and warrants to Viacom as follows:
SECTION 2.01. Due Organization, etc. Such
Stockholder (if it is a corporation, partnership or other legal
entity) is duly organized and validly existing under the laws
of the jurisdiction of its incorporation or organization. Such
Stockholder has full power and authority (corporate or
otherwise) to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by
all necessary action (corporate or otherwise) on the part of
such Stockholder. This Agreement has been duly executed and
delivered by or on behalf of such Stockholder and, assuming its
due authorization, execution and delivery by Viacom,
constitutes a legal, valid and binding obligation of such
Stockholder, enforceable against such Stockholder in accordance
with its terms, subject to the effect of any applicable
bankruptcy, reorganization, insolvency, moratorium or similar
laws affecting creditors' rights generally and subject, as to
enforceability, to the effect of general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law).
SECTION 2.02. No Conflicts; Required Filings and
Consents. (a) The execution and delivery of this Agreement by
such Stockholder do not, and the performance of this Agreement
by such Stockholder will not, (i) conflict with or violate the
Certificate of Incorporation or By-Laws or similar
organizational document of such Stockholder (in the case of a
Stockholder that is a corporation, partnership or other legal
entity), (ii) conflict with or violate any law, rule,
regulation, order, judgment or decree applicable to such
Stockholder or by which it or any of its properties is bound or
affected, or (iii) result in any breach of or constitute a
default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or
result in the creation of a lien or encumbrance on any of the
property or assets of such Stockholder or (if such Stockholder
purports to be a corporation) any of its subsidiaries pursuant
to, any note,
4
<PAGE> 4
bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which
such Stockholder is a party or by which such Stockholder or any
of its properties is bound or affected, except for any such
breaches, defaults or other occurrences that would not cause or
create a material risk of non-performance or delayed
performance by such Stockholder of its obligations under this
Agreement.
(b) The execution and delivery of this Agreement by
such Stockholder do not, and the performance of this Agreement
by such Stockholder will not, require any consent, approval,
authorization or permit of, or filing with or notification to,
any governmental or regulatory authority, domestic or foreign,
except (i) for applicable requirements, if any, of the
Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder (the "Exchange Act"), and the HSR Act
and (ii) where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or
notifications, would not prevent or delay the performance by
such Stockholder of its obligations under this Agreement.
SECTION 2.03. Title to Shares. At the Closing such
Stockholder will deliver good and valid title to its Shares
free and clear of any pledge, lien, security interest, charge,
claim, equity, option, proxy, voting restriction, right of
first refusal or other limitation on disposition or encumbrance
of any kind, other than pursuant to this Agreement. Subject to
Permitted Liens (as defined below), which will be eliminated
prior to or at the Closing, such Stockholder has full right,
power and authority to sell, transfer and deliver its Shares
pursuant to this Agreement. Upon delivery of such Shares and
payment of the Purchase Price therefor as contemplated herein,
Viacom will receive good and valid title to such Shares, free
and clear of any pledge, lien, security interest, charge,
claim, equity, option, proxy, voting restriction or encumbrance
of any kind.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
VIACOM
Viacom hereby represents and warrants to each
Stockholder as follows:
5
<PAGE> 5
SECTION 3.01. Due Organization, etc. Viacom is a
corporation duly organized and validly existing under the laws
of the State of Delaware. Viacom has all necessary corporate
power and authority to execute and deliver this Agreement and
to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby by Viacom have been
duly authorized by all necessary corporate action on the part
of Viacom. This Agreement has been duly executed and delivered
by Viacom and, assuming its due authorization, execution and
delivery by each Stockholder, constitutes a legal, valid and
binding obligation of Viacom, enforceable against Viacom in
accordance with its terms.
SECTION 3.02. No Conflict; Required Filings and
Consents. (a) The execution and delivery of this Agreement by
Viacom do not, and the performance of this Agreement by Viacom
will not, (i) conflict with or violate the Certificate of
Incorporation or By-laws of Viacom, (ii) conflict with or
violate any law, rule, regulation, order, judgment or decree
applicable to Viacom or by which Viacom or any of its
properties is bound or affected, or (iii) result in any breach
of or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of a lien or
encumbrance on any of the property or assets of Viacom pursuant
to, any note, bond, mortgage, indenture, contract, agreement,
lease, license, permit, franchise or other instrument or
obligation to which Viacom is a party or by which it or any of
its properties is bound or affected, except for any such
breaches, defaults or other occurrences that would not cause or
create a material risk of non-performance or delayed
performance by Viacom of its obligations under this
Agreement.
(b) The execution and delivery of this Agreement by
Viacom do not, and the performance of this Agreement by Viacom
will not, require any consent, approval, authorization or
permit of, or filing with or notification to, any governmental
or regulatory authority, domestic or foreign, except (i) for
applicable requirements, if any, of the Exchange Act and the
HSR Act and (ii) where the failure to obtain such consents,
approvals, authorizations or permits, or to make such filings
or notifications, would not prevent or delay the performance by
Viacom of its obligations under this Agreement.
SECTION 3.03. Investment Intent. The purchase of
Shares from any Stockholder pursuant to this Agreement is for
6
<PAGE> 6
the account of Viacom for the purpose of investment and not
with a view to or for sale in connection with any distribution
thereof within the meaning of the Securities Act, and the rules
and regulations promulgated thereunder.
ARTICLE IV
TRANSFER AND VOTING OF SHARES
SECTION 4.01. Transfer of Shares. During the term of
the Options, and except as otherwise provided herein, each
Stockholder shall not (a) sell, pledge (other than Permitted
Liens (as defined below)) or otherwise dispose of any of its
Shares, (b) deposit its Shares into a voting trust or enter
into a voting agreement or arrangement with respect to such
Shares or grant any proxy with respect thereto or (c) enter
into any contract, option or other arrangement or undertaking
with respect to the direct or indirect acquisition or sale,
assignment, transfer or other disposition of any Blockbuster
Common Stock. Exercise of rights or remedies pursuant to bona
fide pledges of Shares to banks or other financial institutions
("Permitted Liens") are not restricted by this Agreement;
provided that in the case of Permitted Liens granted after the
date of this Agreement, such Shares continue to be subject to
the Options.
SECTION 4.02. Voting of Shares; Further Assurances.
(a) Each Stockholder, by this Agreement, with respect to those
Shares that it owns of record, does hereby constitute and
appoint Viacom, or any nominee of Viacom, with full power of
substitution, during and for the term of the Option granted by
such Stockholder hereunder (or, following termination of the
Merger Agreement, during such periods as the Options are
exercisable), as its true and lawful attorney and proxy, for
and in its name, place and stead, to vote each of such Shares
as its proxy, at every annual, special or adjourned meeting of
the stockholders of Blockbuster (including the right to sign
its name (as stockholder) to any consent, certificate or other
document relating to Blockbuster that the law of the State of
Delaware may permit or require) (i) in favor of the adoption of
the Merger Agreement and approval of the Merger and the other
transactions contemplated by the Merger Agreement, (ii) against
any proposal for any recapitalization, merger, sale of assets
or other business combination between Blockbuster and any
person or entity (other than the Merger) or any other action or
agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement
of Blockbuster under the Merger Agreement or which could result
in any of the conditions to Blockbuster's
7
<PAGE> 7
obligations under the Merger Agreement not being fulfilled, and
(iii) in favor of any other matter relating to consummation of
the transactions contemplated by the Merger Agreement. Each
Stockholder further agrees to cause the Shares owned by it
beneficially to be voted in accordance with the foregoing.
Each Stockholder acknowledges receipt and review of a copy of
the Merger Agreement.
(b) If Viacom shall exercise any Option in accordance
with the terms of this Agreement, and without additional
consideration, the Stockholder who granted such Option shall
execute and deliver further transfers, assignments,
endorsements, consents and other instruments as Viacom may
reasonably request for the purpose of effectively carrying out
the transactions contemplated by this Agreement and the Merger
Agreement, including the transfer of any and all of such
Stockholder's Shares to Viacom and the release of any and all
liens, claims and encumbrances covering such Shares.
(c) Each Stockholder shall perform such further acts
and execute such further documents and instruments as may
reasonably be required to vest in Viacom the power to carry out
the provisions of this Agreement.
ARTICLE V
GENERAL PROVISIONS
SECTION 5.01. Notices. All notices and other
communications given or made pursuant hereto shall be in
writing and shall be deemed to have been duly given or made as
of the date delivered, mailed or transmitted, and shall be
effective upon receipt, if delivered personally, mailed by
registered or certified mail (postage prepaid, return receipt
requested) to the parties at the following addresses (or at
such other address for a party as shall be specified by like
changes of address) or sent by electronic transmission to the
telecopier number specified below:
(a) If to Viacom:
Viacom Inc.
1515 Broadway
New York, New York 10036
Attention: Senior Vice President,
General Counsel and Secretary
Telecopier No.: 212-258-6134
8
<PAGE> 8
with a copy to:
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022
Attention: Stephen R. Volk, Esq.
Telecopier No.: (212) 848-7179
(b) If to a Stockholder, to the address set forth
below such Stockholder's name on the signature
pages hereof.
with a copy to:
Blockbuster Entertainment Corporation
One Blockbuster Plaza
Fort Lauderdale, Florida 33301
Attention: Vice President, General
Counsel and Secretary
Telecopier No.: 305-832-3929
SECTION 5.02. Headings. The headings contained in
this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this
Agreement.
SECTION 5.03. Severability. If any term or other
provision of this Agreement is invalid, illegal or incapable of
being enforced by any rule of law or public policy, all other
conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party. Upon
such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as
possible to the fullest extent permitted by applicable law in
an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the extent possible.
SECTION 5.04. Entire Agreement. This Agreement
constitutes the entire agreement of the parties and supersedes
all prior agreements and undertakings, both written and oral,
between the parties, or any of them, with respect to the
subject matter hereof.
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SECTION 5.05. Assignment. This Agreement shall not
be assigned by operation of law or otherwise.
SECTION 5.06. Parties in Interest. This Agreement
shall be binding upon and inure solely to the benefit of each
party hereto, and nothing in this Agreement, express or
implied, is intended to or shall confer upon any person any
right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement.
SECTION 5.07. Specific Performance. The parties
hereto agree that irreparable damage would occur in the event
any provision of this Agreement was not performed in accordance
with the terms hereof and that the parties shall be entitled to
specific performance of the terms hereof, in addition to any
other remedy at law or in equity.
SECTION 5.08. Governing Law. Except to the extent
that Delaware Law is mandatorily applicable to the rights of
the stockholders of Blockbuster, this Agreement shall be
governed by, and construed in accordance with, the laws of the
State of New York applicable to contracts executed and to be
performed entirely within that state.
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SECTION 5.09. Counterparts. This Agreement may be
executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.
VIACOM INC.
By /s/ Sumner M. Redstone
Name: Sumner M. Redstone
Title: Chairman of the
Board
/s/ H. Wayne Huizenga
H. Wayne Huizenga
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ Steven R. Berrard
Steven R. Berrard
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ John J. Melk
John J. Melk
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
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/s/ Donald F. Flynn
Donald F. Flynn
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ G. Harry Huizenga
G. Harry Huizenga
for G. Harry Huizenga
and Jean Huizenga
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
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EXHIBIT A
List of Stockholders
Number of Shares of
Blockbuster Common Stock Owned
Name of Stockholder Beneficially and of Record
H. Wayne Huizenga 10,905,885
Steven R. Berrard 4,970
John J. Melk 1,547,058
Donald F. Flynn 1,547,057
Harry and Jean Huizenga 1,000,000
