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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
ACTV, INC.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
Common Stock 000 88E 10 4
(CUSIP Number)
Charles Y. Tanabe
Senior Vice President and General Counsel
Liberty Media Corporation
8101 East Prentice Avenue, Suite 500 Englewood, CO 80111 (303) 721-5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 9, 1999
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box: [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).
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Common Stock CUSIP No. 000 88E 10 4
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Liberty Media Corporation
(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
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<CAPTION>
<S> <C> <C>
Number of (7) Sole Voting Power 5,000,000 Shares of Common Stock*
Shares Bene-
ficially (8) Shared Voting Power 0 Shares
Owned by
Each Report- (9) Sole Dispositive Power 5,000,000 Shares of Common Stock*
ing Person
With (10) Shared Dispositive 0 Shares
- -------------- Power
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,000,000 Shares of Common Stock*
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
(13) Percent of Class Represented by Amount in Row (11)*
Approximately 16.2%
(14) Type of Reporting Person
CO
*Includes 2,500,000 shares of Common Stock issuable upon exercise of a Warrant
beneficially owned by the Reporting Person, which Warrant is exercisable, in
accordance with the provisions specified therein, at any time prior to 5:00 p.m.
Denver, Colorado time on September 22, 2008. (See Item 6 herein.)
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Statement of
LIBERTY MEDIA CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
ACTV, INC.
(Commission File No. 001-10377)
Liberty Media Corporation, a Delaware corporation (the "Reporting Person")
is filing this Statement on Schedule 13D (this "Statement") with respect to
shares (the "Shares") of the Common Stock, par value $.10 per share (the "Common
Stock"), of ACTV, Inc. (the "Issuer") beneficially owned by the Reporting
Person.
ITEM 1. SECURITY AND ISSUER
This Statement is being filed with respect to shares of Common Stock. The
Issuer's principal executive offices are located at 1270 Avenue of the Americas,
New York, New York 10020.
ITEM 2. IDENTITY AND BACKGROUND
The reporting person is Liberty Media Corporation whose principal business
address is 8101 East Prentice Avenue, Suite 500, Englewood, Colorado 80111.
The Reporting Person succeeded to the beneficial ownership of the Shares as
a result of the merger (the "Merger") of Italy Merger Corp., a wholly owned
subsidiary of AT&T Corp. ("AT&T"), with and into Tele-Communications, Inc.
("TCI"). TCI, as the corporate parent entity of the Reporting Person, had
previously filed a Report on Schedule 13D reporting beneficial ownership of the
Shares, which at that time were attributed to TCI's Liberty Media Group.
In the Merger, (i) TCI became a wholly owned subsidiary of AT&T, (ii) the
businesses and assets of the Liberty Media Group and TCI Ventures Group of TCI
were combined and (iii) the holders of TCI's Liberty Media Group common stock
and TCI Ventures Group common stock received in exchange for their shares a new
class of common stock of AT&T intended to reflect
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the results of the combined Liberty Media Group and TCI Ventures Group.
Following the Merger, AT&T's "Liberty Media Group" consists of the assets and
businesses of TCI's Liberty Media Group and its TCI Ventures Group prior to the
Merger, except for certain assets which were transferred to the TCI Group in
connection with the Merger, and the "AT&T Common Stock Group" consists of all of
the other assets and businesses of AT&T.
The Board of Directors and management of the Reporting Person manages the
business and affairs of the Reporting Person including, but not limited to,
making determinations regarding the disposition and voting of the Shares.
Although the Reporting Person is a wholly owned subsidiary of AT&T, a majority
of the Reporting Person's Board of Directors consists of individuals designated
by TCI prior to the Merger. If these individuals or their designated successors
cease to constitute a majority of the Reporting Person's Board, the Reporting
Person will transfer all of its assets and businesses to a new entity. Although
this new entity would be owned substantially by AT&T, it would continue to be
managed (including with respect to the voting and disposition of the Shares) by
management of the Reporting Person prior to such transfer of assets.
As a result, the Reporting Person, acting through its Board of Directors
and management, will have the power to determine how the Shares will be voted
and, subject to the limitations of the Delaware General Corporation Law, will
have the power to dispose of the Shares, and thus is considered the beneficial
owner of the Shares for purposes of Section 13(d) of the Exchange Act.
The Liberty Media Group, principally through the Reporting Person, is
engaged in (i) the production, acquisition and distribution through all
available formats and media of branded entertainment, educational and
informational programming and software, including multimedia products, (ii)
electronic retailing, direct marketing, advertising sales related to programming
services, infomercials and transaction processing, (iii) international cable
television distribution, telephony and programming, (iv) satellite
communications and (v) investments in wireless domestic telephony and other
technology ventures.
Schedule 1 attached to this Statement contains the following information
concerning each director, executive officer and controlling person 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, except for
David J.A. Flowers, who is a Canadian citizen. During the last five years,
neither the Reporting Person nor any of the Schedule 1 Persons (to the knowledge
of the Reporting Person) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). During the last five years,
neither the Reporting Person nor any of the Schedule 1 Persons (to the knowledge
of the Reporting Person) 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
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of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Schedule 2 attached to this Statement contains the following information
which has been provided to the Reporting Person by AT&T concerning each
director, executive officer or controlling person of AT&T: (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 2 is incorporated
herein by reference.
Based upon information provided to the Reporting Person by AT&T, (i) to the
knowledge of AT&T, each of the persons named on Schedule 2 (the "Schedule 2
Persons") is a United States citizen, (ii) during the last five years, neither
AT&T nor any of the Schedule 2 Persons (to the knowledge of AT&T) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), and (iii) during the last five years, neither AT&T nor any of the
Schedule 2 Persons (to the knowledge of AT&T) 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.
The foregoing summary of the terms of the Merger is qualified in its
entirety by reference to the text of the Agreement and Plan of Restructuring and
Merger, dated June 23, 1998, among AT&T, Italy Merger Corp. and TCI, a copy of
which has been incorporated by reference as Exhibit 7(c), and to the text of the
AT&T/TCI Proxy Statement/Prospectus, a copy of which has been incorporated by
reference as Exhibit 7(d), which Exhibits are incorporated herein by this
reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The information set forth in Items 2 and 6 is hereby incorporated by
reference herein.
The Reporting Person acquired beneficial ownership of 5,000,000 shares of
Common Stock as a result of the Merger described in Item 2. The Reporting
Person's beneficial ownership of securities of the Issuer consists of 2,500,000
shares of Common Stock which are issued and outstanding and a warrant (the
"Warrant") to purchase up to 2,500,000 additional shares of Common Stock,
exercisable pursuant to the terms thereof any time prior to 5:00 p.m. Denver,
Colorado time on September 22, 2008. The terms of the Warrant are described in
detail in Item 6 of this Report on Schedule 13D.
The Reporting Person originally acquired the shares of Common Stock and the
Warrant for total cash consideration of $5,000,000 on September 21, 1998,
pursuant to the terms of a Stock Purchase Agreement (the "Agreement"), dated as
of September 11, 1998, between the Reporting Person and the Issuer. Prior to
the Merger, TCI, as the parent entity of the Reporting Person, filed a report on
Schedule 13D disclosing its beneficial ownership of the shares of Common Stock
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and the Warrant. Information regarding the original acquisition of the shares
of Common Stock and the Warrant is set forth in TCI's Report on Schedule 13D
filed on September 30, 1998, which is incorporated by reference herein.
The foregoing summary of the terms of the Agreement and the Warrant is
qualified in its entirety by reference to the text of the Agreement, a copy of
which has been incorporated by reference as Exhibit 7(a) to this Statement, and
to the text of the Warrant, a copy of which has been incorporated by reference
as Exhibit 7(b) to this Statement, which Exhibits are incorporated herein by
this reference.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired and is continuing to hold its securities of
the Issuer for investment purposes. The Reporting Person intends to
continuously review its investment in the Issuer, and may in the future
determine to (i) acquire additional securities of the Issuer, through open
market purchases, private agreements or otherwise, (ii) dispose of all or a
portion of the securities of the Issuer owned by it or (iii) take any other
available course of action, which could involve one or more of the types of
transactions or have one or more of the results described in the last paragraph
of this Item 4. Notwithstanding anything contained herein, the Reporting Person
specifically reserves the right to change its intention with respect to any or
all of such matters. In reaching any decision as to its course of action (as
well as to the specific elements thereof), the Reporting Person currently
expects that it would take into consideration a variety of factors, including,
but not limited to, the Issuer's business and prospects, other developments
concerning the Issuer and the cable television and entertainment programming
industries generally, other business opportunities available to the Reporting
Person, other developments with respect to the business of the Reporting Person,
general economic conditions and money and stock market conditions, including the
market price of the securities of the Issuer.
Other than as set forth in this Statement, the Reporting Person has no
present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or of
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
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(e) Any material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the Issuer by any person;
(h) A class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
(j) Any action similar to any of those enumerated in this Item.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person beneficially owns 5,000,000 shares of Common
Stock. The 5,000,000 shares of Common Stock beneficially owned by the
Reporting Person represent approximately 16.2% of the sum of
the 28,400,282 shares of Common Stock outstanding as of November
18, 1998 as reported on the Issuer's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1998 plus the 2,500,000 shares of
Common Stock issuable to the Reporting Person upon exercise of the
Warrant.
To the knowledge of the Reporting Person, none of the Schedule 1
Persons has any interest in any securities of the Issuer. Based upon
information provided to the Reporting Person by AT&T, to the knowledge
of AT&T, none of the Schedule 2 Persons has any interest in any
securities of the Issuer.
(b) The Reporting Person has sole power to vote or to direct the voting of
the shares of the Common Stock that the Reporting Person beneficially
owns and sole power to dispose of, or to direct the disposition of,
such shares of Common Stock.
(c) Neither the Reporting Person nor, to the knowledge of the Reporting
Person, any of the persons named on Schedule 1, has executed
transactions in the Common Stock of the Issuer during the past sixty
(60) days. Based upon information provided to the Reporting Person by
AT&T, to the knowledge of AT&T, none of the Schedule 2 Persons has
executed transactions in the Common Stock of the Issuer during the
past sixty (60) days.
(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.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The Reporting Person acquired 2,500,000 shares of Common Stock and a
Warrant for the purchase of up to an additional 2,500,000 shares of Common Stock
pursuant to the Agreement.
The Warrant may be exercised by the Reporting Person on any business day at
any time or from time to time for all or any part of the number of shares of
Common Stock purchasable at such exercise time; provided, however, that such
exercises must be made prior to 5:00 p.m. Denver, Colorado time on September 22,
2008. The Warrant provides for the adjustment of the purchase price and the
number of shares of Common Stock issuable upon the occurrence of certain events.
Pursuant to the Agreement, the Issuer granted the Reporting Person
registration rights for the outstanding Common Stock purchased pursuant thereto,
the Common Stock issuable upon exercise of the Warrant, and any other Common
Stock held by the Reporting Person (collectively, the "Registrable Securities").
The registration rights are exercisable, on demand, as to such amount of the
Registrable Securities as the Reporting Person specifies in its demand, on a
maximum of three occasions; provided, however, that the Reporting Person shall
have no right to demand registration if all of the Registrable Securities are
either freely tradeable in a single transaction under Rule 144(k) of the
Securities Act of 1933 (the "1933 Act") or are then subject to an effective
registration statement under the 1933 Act. The Agreement restricts the transfer
of the Common Stock, including Common Stock issuable upon exercise of the
Warrant, unless such transfer is made pursuant to an effective registration
statement under the 1933 Act or an opinion of counsel to the Reporting Person
that no such registration is required under the 1933 Act. In addition, the
Reporting Person and its affiliates must retain the beneficial ownership of a
Warrant or Warrants representing the right to purchase at least 500,000 shares
of Common Stock (as adjusted in accordance with the terms of the Warrant) until
September 21, 2000. That restriction will not affect the Reporting Person's
right to exercise any or all of the Warrants or to transfer any or all of the
Common Stock.
Pursuant to the Agreement, for so long as the Reporting Person owns, in its
own name or in the name of one or more subsidiaries, at least 10% of the
outstanding shares of Common Stock of the Issuer, and thereafter so long as the
Reporting Person owns, in its own name or in the name of one or more
subsidiaries, at least 5% of the outstanding shares of Common Stock of the
Issuer and the shares of Common Stock so owned number at least 2,500,000, the
Reporting Person shall have the right, upon request, to have its designee
nominated to the Board of Directors of the Issuer. The Issuer shall use
reasonable effort to cause the Reporting Person's designee to be nominated and
elected to the Board of Directors including, but not limited to, expansion of
the number of directors on the Board.
In accordance with the terms of the Agreement, the Reporting Person and the
Issuer caused their respective subsidiaries, Liberty IATV Events, Inc. and ACTV
Entertainment, Inc., to form a Delaware limited liability company, LMC IATV
Events, LLC (the "LLC") for the purpose of providing for the LLC's use of
Issuer-owned individualized programming technologies currently
Page 8 of 10
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licensed to ACTV Entertainment, Inc., through a sub-license agreement with ACTV
Entertainment, Inc. (the "Sub-license Agreement"). The initial term of the Sub-
license Agreement is five years.
The foregoing summary of the terms of the Agreement and the Warrant is
qualified in its entirety by reference to the text of the Agreement, a copy of
which has been incorporated by reference as Exhibit 7(a), and to the text of
the Warrant, a copy of which has been incorporated by reference as Exhibit
720(b), which Exhibits are incorporated herein by this reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Securities Purchase Agreement, dated as of September 11, 1998, by and
between ACTV, Inc. and Liberty Media Corporation (incorporated herein
by reference to Exhibit 7(a) to the Schedule 13D of Tele-
Communications, Inc., filed on September 30, 1998).
(b) Warrant No. LMC-1 to Purchase Common Stock of ACTV, Inc., granted to
Liberty Media Corporation on September 21, 1998 (incorporated herein by
reference to Exhibit 7(b) to the Schedule 13D of Tele-Communications
Inc., filed on September 30, 1998).
(c) Agreement and Plan of Restructuring and Merger, dated as of June 23,
1998, among AT&T Corp., Italy Merger Corp. and Tele-Communications,
Inc. (incorporated by reference to Appendix A to the T&T/TCI Proxy
Statement/Prospectus that forms a part of the Registration Statement on
Form S-4 of AT&T (File No. 333-70279) filed on January 8, 1999 (the
"AT&T Registration Statement")).
(d) AT&T/TCI Proxy Statement/Prospectus (incorporated by reference to the
AT&T Registration Statement).
[Signature on following page]
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
March 26, 1999 LIBERTY MEDIA CORPORATION
/s/ Charles Y. Tanabe
---------------------
Charles Y. Tanabe
Senior Vice President and General Counsel
<PAGE>
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS
OF
LIBERTY MEDIA CORPORATION
The name and present principal occupation of each director and executive
officer of Liberty Media Corporation ("Liberty Media") are set forth below. The
business address for each person listed below is c/o Liberty Media Corporation,
8101 East Prentice Avenue, Suite 500, Englewood, Colorado 80111. All executive
officers and directors listed on this Schedule 1 are United States citizens,
except for David J.A. Flowers, who is a Canadian citizen.
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Name Principal Occupation
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<S> <C>
John C. Malone Chairman of the Board and Director of Liberty Media; Director of
AT&T Corp.
Robert R. Bennett President, Chief Executive Officer and Director of Liberty Media
Gary S. Howard Executive Vice President, Chief Operating Officer and Director of
Liberty Media
Leo J. Hindery, Jr. Director of Liberty Media; President and Chief Executive Officer,
AT&T Broadband and Internet Services
Daniel E. Somers Director of Liberty Media; Senior Executive Vice President and
Chief Financial Officer of AT&T Corp.
John C. Petrillo Director of Liberty Media; Executive Vice President, Corporate
Strategy and Business Development of AT&T Corp.
Larry E. Romrell Director of Liberty Media; Consultant to Tele-Communications, Inc.
Jerome H. Kern Director of Liberty Media
Paul A. Gould Director of Liberty Media; Managing Director of Allen & Co.
David B. Koff Senior Vice President and Assistant Secretary of Liberty Media
Charles Y. Tanabe Senior Vice President, General Counsel and Assistant Secretary of
Liberty Media
Peter Zolintakis Senior Vice President of Liberty Media
Vivian J. Carr Vice President and Secretary of Liberty Media
Kathryn S. Douglass Vice President and Controller of Liberty Media
David J.A. Flowers Vice President and Treasurer of Liberty Media
David A. Jensen Vice President of Liberty Media
Gary Blaylock Vice President of Liberty Media
</TABLE>
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SCHEDULE 2
DIRECTORS AND EXECUTIVE OFFICERS
OF
AT&T CORP.
The name and present principal occupation of each director and executive
officer of AT&T Corp. are set forth below. The business address for each person
listed below is c/o AT&T Corp., 295 North Maple Avenue, Basking Ridge, New
Jersey 07920. All executive officers and directors listed on this Schedule 2
are United States citizens.
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Name Title
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C. Michael Armstrong Chairman of the Board, Chief Executive Officer and Director
Kenneth T. Derr Director; Chief Executive Officer of Chevron Corporation
M. Kathryn Eickhoff Director; President of Eickhoff Economics, Inc.
Walter Y. Elisha Director; Chairman and Chief Executive Officer of Springs
Industries, Inc.
George M. C. Fisher Director; Chairman and Chief Executive Officer of Eastman Kodak
Company
Donald V. Fites Director; Chairman and Chief Executive Officer of Caterpillar, Inc.
Ralph S. Larsen Director; Chairman and Chief Executive Officer of Johnson &
Johnson
John C. Malone Director; Chairman of the Board of Liberty Media Corporation
Donald F. McHenry Director; President of IRC Group
Michael I. Sovern Director; President Emeritus and Chancellor Kent Professor of Law
at Columbia University
Sanford I. Weill Director; Chairman and Co-CEO of Citigroup Inc.
Thomas H. Wyman Director; Senior Advisor of SBC Warburg, Inc.
John D. Zeglis President and Director
Harold W. Burlingame Executive Vice President, Merger & Joint Venture Integration
James Cicconi Executive Vice President-Law & Governmental Affairs and General
Counsel
Mirian Graddick Executive Vice President, Human Resources
Daniel R. Hesse Executive Vice President and President & CEO, AT&T Wireless
Services
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
Leo J. Hindrey, Jr. President and Chief Executive Officer, AT&T Broadband and
Internet Services
Frank Ianna Executive Vice President and President, AT&T Network Services
Michael G. Keith Executive Vice President and President, AT&T Business Services
H. Eugene Lockhart Executive Vice President, Chief Marketing Officer
Richard J. Martin Executive Vice President, Public Relations and Employee
Communication
David C. Nagel President, AT&T Labs & Chief Technology Officer
John C. Petrillo Executive Vice President, Corporate Strategy and Business
Development
Richard Roscitt Executive Vice President and President & CEO, AT&T Solutions
D.H. Schulman Executive Vice President and President, AT&T Consumer Long
Distance and Segment Marketing
Daniel E. Somers Senior Executive Vice President and Chief Financial Officer
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