<PAGE> 1
CUSIP No. 004325 20 5
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
ACCLAIM ENTERTAINMENT, INC.
(Name of Issuer)
Common Stock, $.02 par value
------------------------------
(Title of Class of Securities)
004325 20 5
-----------
(CUSIP Number)
Stephen M. Brett, Esq.
Sr. Vice President and General Counsel
Tele-Communications, Inc.
5619 DTC Parkway, Englewood, CO 80111
(303) 267-4800
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 2, 1995
(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 this 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 less than five percent 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
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CUSIP No. 004325 20 5
Page 2 of 10 Pages
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
TELE-COMMUNICATIONS, INC.
84 - 1260157
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
OO
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power 4,348,795 Shares
Shares Bene- ---------------------------------------------------------------
ficially (8) Shared Voting Power 0 Shares
Owned by ---------------------------------------------------------------
Each Report- (9) Sole Dispositive Power 4,348,795 Shares
ing Person ---------------------------------------------------------------
With (10) Shared Dispositive Power 0 Shares
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person
4,348,795 Shares
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
9.79%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person
HC
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CUSIP No. 004325 20 5
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Statement of
TELE-COMMUNICATIONS, INC.
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
ACCLAIM ENTERTAINMENT, INC.
(Commission File No. 0-16986)
----------------------------
ITEM 1. Security and Issuer
The class of equity securities to which this Statement relates
is the common stock, $.02 par value per share (the "Common Stock") issued by
Acclaim Entertainment, Inc., a Delaware corporation ("Acclaim" or the
"Company"), which has its principal executive offices at 71 Audrey Avenue,
Oyster Bay, NY 11771.
ITEM 2. Identity and Background
This Statement is being filed by Tele-Communications, Inc.,
(Commission File No. 0-33-54263; I.R.S. Identification No. 84-1260157); a
Delaware corporation ("TCI" or the "Reporting Person"), whose principal
business address is 5619 DTC Parkway, Englewood, Colorado 80111.
Said Reporting Person is principally engaged in the
acquisition, development and operation of cable television systems, assets and
programming interests, and, through its subsidiaries and affiliates, operates
cable television systems throughout the continental United States and Hawaii.
Schedule 1 attached to this Schedule 13D contains the
following information concerning each director and executive officer of the
Reporting Person: (i) name and residence or business address, (ii) principal
occupation or employment; and (iii) the name, principal business and address of
any corporation or other organization in which such employment is conducted.
Schedule 1 is incorporated herein by reference.
To the knowledge of the Reporting Person, each of the persons
named on Schedule 1 (the "Schedule 1 Persons") is a United States citizen.
During the last five years, neither the
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CUSIP No. 004325 20 5
Reporting Person nor any of the Schedule 1 Persons (to its' knowledge) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, neither it nor any of the Schedule
1 Persons (to its' knowledge) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a result of
such proceeding, is or was subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
As of October 19, 1994, Acclaim (acting through its wholly
owned subsidiary, Acclaim Cable Holdings, Inc.) and TCI (acting through its
wholly owned indirect subsidiary, TCI GameCo Ventures, Inc., hereinafter
sometimes called "GameCo Ventures") entered into an Agreement of Limited
Partnership (the "Partnership Agreement") for the development, acquisition and
electronic distribution of entertainment software on interactive networks, as
well as for the development of a standard for broadband network gaming to be
incorporated into advanced set-top boxes. Under the Partnership Agreement, TCI
(through GameCo Ventures) has a 35% equity interest and Acclaim (through
Acclaim Cable Holdings, Inc.) has a 65% equity interest.
In connection with the establishment of the mentioned
partnership or joint venture (hereafter sometimes called "ACTC, L.P." or the
"Partnership") Acclaim entered into an Exchange Agreement, also dated as of
October 19, 1994, with TCI and another wholly owned indirect subsidiary of TCI
(TCI GameCo Holdings, Inc., hereinafter sometimes called "GameCo Holdings"),
pursuant to which Acclaim agreed to sell to the mentioned subsidiary 4,348,795
shares of Acclaim's Common Stock in exchange for 3,403,405 shares of TCI's
Class A Common Stock (the "Exchange Agreement").
The foregoing summaries of the Partnership Agreement and the
Exchange Agreement, respectively, are hereby qualified in their entirety by
reference to their complete terms, provisions and conditions which are set
forth in said Agreements as Exhibits A and B hereto (see Item 7).
At the closing of the Exchange Agreement on February 2, 1995,
the 4,348,795 shares of Acclaim's Common Stock was acquired by GameCo Holdings.
GameCo Holdings is a wholly owned subsidiary of TCI Technology Ventures, Inc.,
which, in turn, is a wholly owned subsidiary of TCI.
The 3,403,405 shares of TCI's Class A Common Stock acquired by
Acclaim were legended (because issued in a private placement) but covered by a
"shelf" Registration Statement (No. 33-57469), filed January 27, 1995 with, and
ordered effective by, the Securities and Exchange Commission (the "Commission")
on February 2, 1995, to allow future secondary offers and sales thereof by
Acclaim.
While no cash was paid for the Acclaim stock, TCI made a
$1,750,000 cash contribution to ACTC, L.P.
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CUSIP No. 004325 20 5
TCI is filing this Schedule 13 D because it is currently the
beneficial owner, pursuant to Rule 13d-3 of the General Rules and Regulations
of the Securities Exchange Act of 1934, as amended, of more than 5% of the
outstanding shares of the Company's Common Stock. The record title to all
4,348,795 shares of the Common Stock beneficially owned by TCI is held in the
name of GameCo Holdings but may in the future be transferred to one of TCI's
subsidiaries or sub-subsidiaries. The shares of the Common Stock beneficially
so owned by TCI represents 9.79% of the 44,421,194 shares of the Common Stock
outstanding as of February 2, 1995.
The number of shares of the Common Stock outstanding was
provided by officers of the Company.
ITEM 4. Purpose of Transaction
TCI Technology Ventures, Inc. was formed to invest in
companies and joint ventures engaged in developing and providing programming
for new television and telecommunications technologies. TCI is involved in the
ongoing development of a new, interactive TV set-top box and believes that,
once developed, it will be a significant platform for the distribution of games
and other interactive entertainment software over cable television systems and
other networks. Based on this belief, TCI approached Acclaim to explore the
creation of a joint venture that would be poised to exploit the market for the
electronic distribution of interactive games and other entertainment software
once the set-top box was deployed. As referred to in Item 3, TCI and Acclaim
entered into an agreement of limited partnership on October 19, 1994 for the
purpose of (i) producing, developing, acquiring (including by purchase or
license), merchandizing, owning and investing in games and other interactive
entertainment software, (ii) selling, licensing, distributing, or otherwise
transmitting interactive entertainment principally to or through electronic
means, (iii) developing, providing and merchandizing interactive entertainment
programming for broadband distribution and (iv) promoting a standard for
broadband network gaming to be incorporated into advanced set-top boxes. TCI
is acquiring the Acclaim stock for investment, based on its belief that the
electronic distribution of interactive software will be a principal market for
interactive software publishers such as Acclaim in the future. Acquisition of
the Acclaim stock will permit TCI to further participate in that market through
its investment in the Acclaim stock.
Except as described in this Item 4, the Reporting Person does
not have any present plans or proposals which relate to or would result in:
(i) any acquisition by any person of additional securities of the Company, or
any disposition of securities of the Company; (ii) any extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (iii) any sale or transfer of a material
amount of assets of the Company or any of its subsidiaries; (iv) any change in
the present board of directors or management of the Company, including any
plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; (v) any material change in the present
capitalization or dividend policy of the Company; (vi) any other material
change in the Company's business or corporate structure; (vii) any changes in
the Company's charter, by-laws, or other instruments corresponding thereto or
other actions which may impede the acquisition of control of the Company by any
person; (viii) any delisting from a national securities exchange or any loss of
authorization for quotation in an inter-dealer quotation system of a registered
national securities association of a class of securities of the Company; (ix)
any termination of registration pursuant to section 12(g)(4) of the
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CUSIP No. 004325 20 5
Exchange Act of a class of equity securities of the Company; or (x) any action
similar to any of those enumerated above.
Notwithstanding the foregoing, the Reporting Person may
determine to change its investment intent with respect to the Company at any
time in the future. In reaching any conclusion as to its future course of
action, the Reporting Person will take into consideration various factors, such
as the Company's business and prospects, other developments concerning the
Company, other business opportunities available to the Reporting Person,
developments with respect to the business of the Reporting Person, and general
economic and stock market conditions, including, but not limited to, the market
price of the Common Stock of the Company. The Reporting Person reserves the
right, depending on other relevant factors, to acquire additional shares of
Common Stock of the Company in open market or privately negotiated
transactions, to dispose of all or a portion of its holdings of shares of
Common Stock of the Company or to change its intention with respect to any or
all of the matters referred to in this Item.
As described under Item 6, below, a designee of TCI has been
elected to the Board of Directors of Acclaim.
ITEM 5. Interest in Securities of the Issuer
(a) As described in Item 2, hereof, the Reporting Person
presently beneficially owns 4,348,795 shares of the Company's Common Stock,
which represents 9.79% of the outstanding such shares.
(b) The Reporting Person has the sole power to vote or to
direct the voting power of the 4,348,795 said shares that it beneficially owns
and has the sole power to dispose of or direct the disposition of all of said
shares.
(c) Except as otherwise reported herein, neither the
Reporting Person nor, to its knowledge, any of the Schedule 1 Persons has
executed transactions in the Common Stock of the Company during the past sixty
(60) days. However, prior to said sixty (60) days, Messrs. Naify and Coelho,
each a Schedule 1 Persons, acquired, respectively, 10,000 shares and 1,500
shares of the Common Stock.
(d) There is no person that has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock beneficially owned by the Reporting Person, except
TCI as referred to in Item 2, and then only for the benefit of the Reporting
Person. (See Item 6, below, in respect of certain Voting Assignments and
Transfer Restrictions.)
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
There are presently no contracts, arrangements, understandings
or relationships among the Reporting Person and other persons with respect to
the Common Stock of the Company, except as described below:
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CUSIP No. 004325 20 5
Voting Arrangements:
Pursuant to a Voting Agreement, dated February 2, 1995,
between Gameco Holdings and Messrs. Gregory E. Fischbach (Co-Chairman and CEO
of Acclaim) and James Scoroposki (Co-Chairman, Senior Executive Vice President,
Secretary and Treasurer of Acclaim), each of Gameco Holdings, Mr. Fischbach and
Mr. Scoroposki have agreed to vote, at any annual or special meeting of the
stockholders of Acclaim at which directors are being elected, all shares of
Acclaim Common Stock beneficially owned by it or him in favor of the election
to the board of directors of Acclaim (the "Acclaim Board") of those individuals
(the "Board Nominees") nominated by the incumbent Acclaim Board, provided that,
subject to certain exceptions, such nominees include each of Messrs. Fischbach
and Scoroposki or his designee and one individual designated by GameCo Holdings
to serve on the Acclaim Board.
Gameco Holdings' right to designate one person for election to
the Acclaim Board is contingent upon there not having occurred a "TCI
Significant Event." A TCI Significant Event will occur if (A) GameCo Holdings
sells, transfers or otherwise disposes, or agrees to dispose, of ownership of
any shares of Acclaim Common Stock acquired by it under the Exchange Agreement
or any voting or other rights in respect thereof, subject to certain permitted
transfers; (B) Gameco Holdings or certain of its affiliates engages in certain
activities that are restricted under the terms of the Partnership Agreement
other than through the Partnership; (C) if the Partnership is dissolved or
terminated; (D) if GameCo Ventures commits an event of default under the
Partnership Agreement; or (E) if Gameco Holding or GameCo Ventures shall cease
to be a wholly owned sub-subsidiary of TCI, subject to certain exceptions.
Notwithstanding the occurrence of a TCI Significant Event, Gameco Holdings will
continue to be required to vote in favor of the Board Nominees for so long as
it beneficially owns any shares of Acclaim Common Stock.
Concurrently with the closing under the Exchange Agreement,
and as contemplated by the Voting Agreement, the size of the Acclaim Board was
increased by one and Mr. Bruce W. Ravenel, a Vice President of TCI Technology
Ventures, Inc. was elected by the Acclaim Board to fill the vacancy created
thereby.
Transfer Restrictions:
Pursuant to the Exchange Agreement, dated as of October 19,
1994, among TCI, Gameco Holdings and Acclaim, Gameco and Acclaim, Gameco
Holdings may not, prior to February 2, 1998, sell, transfer or otherwise
dispose, or agree to dispose, of ownership of any of the 4,348,795 shares of
Acclaim Common Stock (the "Acclaim Shares") acquired by it pursuant to the
Exchange Agreement, or any voting or other rights in respect thereof (each a
"Transfer"), except for: (i) Transfers to certain direct or indirect wholly
owned subsidiaries of TCI that agree to similar restrictions on the Transfer of
the Acclaim Shares; (ii) Transfers to such persons or entities as may be
consented to by Acclaim in its sole discretion; (iii) Transfers pursuant to a
tender offer, merger, recapitalization or other similar extraordinary
transaction involving Acclaim or the Acclaim Common Stock; (iv) subject to the
next paragraph, any Transfer, in one transaction or series of related
transactions, to any person, corporation, partnership or other entity or
"group" (within the meaning of Section 13(d)(3) of the Exchange Act) pursuant
to a privately-negotiated transaction exempt from registration under the
Securities Act; (v) Transfers made pursuant to an effective registration
statement made in
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CUSIP No. 004325 20 5
accordance with certain registration rights granted by Acclaim to Gameco
Holdings; and (vi) Transfers made in accordance with Rule 144 promulgated
under the Securities Act.
If Gameco Holdings proposes to Transfer more than 434,879
shares of the Acclaim Shares in the manner described in clause (iv) of the
preceding paragraph, in one transaction or in a series of related transactions,
Gameco Holdings is required to first offer Acclaim a 15-day right of first
refusal to acquire all, but not less than all, of such shares on the same terms
and conditions as those on which Gameco Holdings proposed to Transfer such
shares to its proposed transferee.
Acclaim has agreed to register under the Securities Act the offer and
sale of the shares of Acclaim Common Stock beneficially owned by TCI, subject
to compliance with certain registration rights procedures set forth in an
exhibit to the Exchange Agreement.
ITEM 7. Material to be Filed as Exhibits
A. Partnership Agreement, set forth as to Exhibit 99.2 to the
Registration Statement on Form S-3 (Commission File No.
33-57469) filed by TCI on January 27, 1995 and ordered
effective on February 2, 1995, which Partnership Agreement is
hereby incorporated herein by this reference.
B. Exchange Agreement, set forth as Exhibit 99.1 to the
Registration Statement on Form S-3 (Commission No. 33-57469)
filed by TCI on January 27, 1995 and ordered effective on
February 2, 1995, which Exchange Agreement is hereby
incorporated herein by this reference.
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 8, 1995 TELE-COMMUNICATIONS, INC.
By: /s/ STEPHEN M. BRETT
-----------------------------
Stephen M. Brett
Sr. Vice President and
General Counsel
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CUSIP No. 004325 20 5
SCHEDULE 1
Directors, Executive Officers and Controlling Persons
of
Tele-Communications, Inc. ("TCI")
<TABLE>
<CAPTION>
Principal Business
or Organization in
Principal Occupation and Which Such Employment
Name Business Address Is Conducted
- ---- ------------------------ --------------------
<S> <C> <C>
Bob Magness Chairman of the Board and Acquisition, development
Director of TCI and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
John C. Malone President and Chief Executive Acquisition, development
Officer and Director of TCI and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
Donne F. Fisher Executive Vice President, Acquisition, development
Treasurer, and Director of TCI and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
John W. Gallivan Director of TCI; Newspaper publishing
Chairman of the Board
Kearns-Tribune Corporation
400 Tribune Building
Salt Lake City, UT 84111
Anthony Lee Coelho Director of TCI; Investment Services
President and CEO of
Wertheim Schroder Investment
Services, Inc.
787 7th Avenue, 5th Floor
New York, NY 10019
Kim Magness Director of TCI; Ranching and horse
Manages family business breeding
interests, principally in
ranching and breeding Arabian horses;
1470 South Quebec Way #148
Denver, CO 80231
Robert A. Naify Director of TCI; Motion Picture
President and C.E.O. of Industry
Todd-AO Corporation;
172 Golden Gate Avenue
San Francisco, CA 94102
Jerome H. Kern Director of TCI; Senior Law
Partner in Baker & Botts, L.L.P.,
885 Third Avenue, Suite 1900
New York, NY 10022
</TABLE>
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CUSIP No. 004325 20 5
<TABLE>
<CAPTION>
Principal Business
or Organization in
Principal Occupation and Which Such Employment
Name Business Address Is Conducted
- ---- ------------------------ -------------------
<S> <C> <C>
Gary K. Bracken Senior Vice President & Acquisition, development
Controller of TCI Communications, Inc. and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
Stephen M. Brett Executive Vice President, Secretary Acquisition, development
and General Counsel of TCI and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
Brendan R. Clouston Executive Vice President of TCI Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems and cable
television programming
Barry Marshall Chief Operating Officer of Acquisition, development
TCI Cable Management Corporation and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
Larry E. Romrell Executive Vice President of TCI Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems and cable
television programming
Bernard W. Senior Vice President & Treasurer Acquisition, development
Schotters, II of TCI Communications, Inc. and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
J.C. Sparkman Executive Vice President of TCI Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems and cable
television programming
Robert N. Thomson Senior Vice President, Government Acquisition, development
Affairs, of TCI Communications, Inc. and operation of cable
5619 DTC Parkway television systems and cable
Englewood, CO 80111 television programming
R. E. Turner Director of TCI; Cable Industry
Chairman of the Board and
President of Turner Broadcasting
System, Inc. since 1970
One CNN Center, 14th Fl North
Atlanta, GA 30303
Fred A. Vierra Executive Vice President of TCI Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems and cable
television programming
Peter R. Barton Executive Vice President of TCI Acquisition, development
5619 DTC Parkway and operation of cable
Englewood, CO 80111 television systems and cable
television programming
</TABLE>
10
