SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Iwerks Entertainment Inc.
- -----------------------------------
(Name of Issuer)
Common Stock
- -----------------------------------
(Title of Class of Securities)
465916104
- -----------------------------------
(CUSIP Number)
Check the following box if a fee /___/
is being paid with this statement
(A fee is not required only if the filing 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.)
*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 the disclosures provided
in a prior cover page.
The information required in 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") of 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 pages)
- ------------------------- -------------------------
Cusip No. 465916104 13G Page 2 of 6 Pages
- ------------------------- -------------------------
- -------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oppenheimer Management Corporation
I.R.S. NO. 13-2527171
- -------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
A / /
B / X /
- -------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
- -------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY -----------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 0
REPORTING -----------------------------------------------
PERSON WITH 7. SOLE DISPOSITIVE POWER
0
-----------------------------------------------
8. SHARED DISPOSITIVE POWER
912,000
- -------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
912,000
- -------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES *
- -------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.71%
- -------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
IA
- -------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
- ---------------------------- -------------------------
Cusip No. 465916104 13G Page 3 of 6 Pages
- ---------------------------- -------------------------
- -------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oppenheimer Total Return Fund, Inc.
I.R.S. NO. 84-6615607
- -------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
A / /
B / X /
- -------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
- -------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER
SHARES 525,000
BENEFICIALLY -----------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 0
REPORTING -----------------------------------------------
PERSON WITH 7. SOLE DISPOSITIVE POWER
0
-----------------------------------------------
8. SHARED DISPOSITIVE POWER
525,000
- -------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
525,000
- -------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES *
- -------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.17%
- -------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
IA
- -------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Check the following box if a fee
is being paid with this statement /___/
Item 1(a) Name of Issuer:
Iwerks Entertainment Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
4540 W. Valerio Street
Burbank, CA 91505
Item 2(a) Name of Person Filing:
Oppenheimer Management Corporation
Item 2(b) Address of Principal Business Office:
Two World Trade Center, Suite 3400
New York, New York 10048-0203
Item 2(c) Citizenship:
Inapplicable
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
465916104
Item 3(e) X Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940
Item 4(a) Amount Beneficially Owned: 912,000 shares
Item 4(b) Percent of Class: 10.71%
Item 4(c)(i) Sole Power to vote or to direct the vote - 0
Item 4(c)(ii) Shared power to vote or to direct the vote - 0
Item 4(c)(iii) Sole power to dispose or to direct the disposition
of - 0
Item 4(c)(iv) Shared power to dispose or to direct the
disposition of - 912,000 shares
Item 5 Ownership to Five Percent or Less of a Class:
If this statement is being filed to report the
fact that as of the date hereof, the reporting
person has ceased to be the beneficial owner of
more than 5% of the class of securities, check the
following: / X /
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
See Exhibit A
Item 7 Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
Inapplicable
Item 8 Identification and Classification of Members of the
Group:
Inapplicable
Item 9 Notice of Dissolution of Group:
Inapplicable
Item 10 Certification:
By signing below, I certify that, to the best of
my knowledge and belief, the securities referred
to above were acquired in the ordinary course of
business and were not acquired for the purpose of
and do not have the effect of changing or
influencing the control of the issuer of such
securities and were not acquired in connection
with or as a participant in any transaction having
such purpose or effect.
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: March 4, 1994
Signature: /s/ Robert G. Zack
--------------------------------------
Name/Title: Robert G. Zack, Senior Vice President
EXHIBIT A
The Board of Directors or Trustees of the registered
investment companies managed by Oppenheimer Management
Corporation ("OMC") and owning shares of the issuer can direct
the disposition of dividends received by such funds and can
dispose of such securities. Additionally, OMC shares the power
to dispose of such securities with the Board of Directors or
Trustees of such funds; however, the Board of Directors or
Trustees of such fund has delegated these responsibilities to OMC
as the fund's investment advisor under its investment advisory
agreement. OMC has an interest relating to five (5%) percent or
more of such securities as disclosed on Page 2 hereof, by virtue
of the interest of five percent (5%) or more of such securities
by Oppenheimer Total Return Fund, Inc., as disclosed on pages 3
and 4 hereof. OMC disclaims ownership of such securities, except
as expressly stated herein.
