SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND
(d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. 1)*
ACTV, Inc.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
00088E00
(CUSIP Number)
Harold I. Steinbach, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C., 551 Fifth
Avenue, 18th Floor, New York, New York 10176, Tel:
(212) 986-6000
Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 31, 1998
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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>
CUSIP No. 00088E00
Page 6 of 1
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott Associates, L.P., a Delaware Limited Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
1,037,173
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
1,037,173
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,037,173
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.13%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Westgate International, L.P., a Cayman Islands Limited
Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
955,480
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
955,480
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
955,480
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.89%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Martley International, Inc., a Delaware corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
955,480
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
955,480
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
955,480
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.89%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This statement is filed pursuant to Rule 13d-2(b) with respect to the
shares of common stock, $.10 par value (the "Common Stock") of ACTV, Inc. (the
"Issuer") beneficially owned by the Reporting Persons specified herein as of
February 11, 1999 and amends and supplements the Schedule 13G dated November 23,
1998 (the "Schedule 13G"). Except as set forth herein, the Schedule 13G is
unmodified.
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Elliott beneficially owns 1,037,173 shares of Common Stock,
consisting of 199,889 shares held outright and warrants
redeemable for 837,284 shares. Westgate and Martley together
beneficially own 955,480 shares of Common Stock, consisting
of 200,838 shares held outright and warrants redeemable for
754,642 shares.
(b) Percent of class:
Elliott's beneficial ownership of 1,037,173 shares of Common
Stock constitutes 3.13% of all of the outstanding shares of
Common Stock. Westgate and Martley's aggregate beneficial
ownership of 955,480 constitutes 2.89% of all of the
outstanding shares of Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Elliott has sole power to vote or direct the vote of
1,037,173 shares of Common Stock.
(ii) Shared power to vote or to direct the vote
Westgate and Martley together have shared power to vote
or direct the vote of 955,480 shares of Common Stock.
(iii) Sole power to dispose or to direct the
disposition of
Elliott has sole power to dispose or direct the
disposition of 1,037,173 shares of Common Stock.
(iv) Shared power to dispose or to direct the
disposition of
Westgate and Martley together have shared power to
dispose or direct the disposition of 955,480 shares of
Common Stock.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
[ ].
Item 10. Certification.
By signing below the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: February 12, 1999 ELLIOTT ASSOCIATES, L.P.
By: /s/ Paul E. Singer
Paul E. Singer
General Partner
WESTGATE INTERNATIONAL, L.P.
By: Martley International,
Inc.,
as Investment Manager
By: /s/ Paul E. Singer
Paul E. Singer
President
MARTLEY INTERNATIONAL, INC.
By: /s/ Paul E. Singer
Paul E. Singer
President
