SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT No. 1)
Under the Securities Exchange Act of 1934
ACTV, INC.
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(Name of Issuer)
Shares of Common Stock, par value $0.10 per share
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(Title of Class of Securities)
00088E112
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(CUSIP NUMBER)
Timothy G. Ewing
Value Partners, Ltd.
c/o Ewing & Partners
Suite 808
4514 Cole Avenue
Dallas, Texas 75205
Tel. No.: (214) 522-2100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 2, 1999
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(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 [ ]
CUSIP No. 00088E112 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Value Partners, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7 SOLE VOTING POWER 1,417,746*
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,417,746*
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,417,746*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.62%
14 TYPE OF REPORTING PERSON
PN
*But See Item 5
CUSIP No. 00088E112 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ewing & Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
14 TYPE OF REPORTING PERSON
PN
* But see Item 5
CUSIP No. 00088E112 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Timothy G. Ewing
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0*
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%*
14 TYPE OF REPORTING PERSON
IN
*But see Item 5
AMENDMENT No. 1 to SCHEDULE 13D
This Amendment No. 1 to Schedule 13D is being filed on behalf of Value
Partners, Ltd., a Texas limited partnership ("Value Partners"), Ewing &
Partners, a Texas general partnership ("Ewing & Partners"), and Timothy G.
Ewing ("Ewing"), the managing general partner of Ewing and Partners, as an
amendment to the initial statement on Schedule 13D, relating to shares of
common stock, par value $0.10 per share ("Common Stock"), of ACTV, Inc.
(the "Issuer"), as filed with the Securities and Exchange Commission on
January 23, 1998 (the "Initial Statement"). The Initial Statement is
hereby amended and supplemented as follows:
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Initial Statement is hereby amended and restated in its
entirety to read as follows:
(a)-(c) This statement is filed on behalf of Value Partners, Ewing &
Partners and Ewing. Ewing & Partners is the general partner of Value
Partners. Ewing and Ewing Asset Management, Inc., a Texas limited
liability company ("EAM"), are the general partners of Ewing & Partners,
and Ewing is the managing general partner of Ewing & Partners. EAM is
controlled by Ewing. The principal place of business for Value Partners,
Ewing & Partners, EAM and Ewing is: c/o Ewing & Partners, Suite 808, 4514
Cole Avenue, Dallas, Texas, 75205.
The present principal occupation or employment of Ewing is managing
general partner of Ewing & Partners. The principal business of EAM is
acting as a general partner of Ewing & Partners. The principal business of
Ewing & Partners is the management of Value Partners. The principal
business of Value Partners is the investment in and trading of capital
stocks, warrants, bonds, notes, debentures and other securities.
(d) None of Value Partners, Ewing & Partners, EAM or Ewing, during the
last five years, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of Value Partners, Ewing & Partners, EAM or Ewing has, during the
last five years, been a party to a 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.
(f) Ewing is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Initial Statement is hereby amended and restated in its
entirety to read as follows:
On January 13, 1998, The Texas Individualized Television Network,
Inc., a wholly-owned subsidiary of the Issuer ("Texas Network"), ACTV
Entertainment, Inc., the Issuer, and the Purchasers (as such term is
defined in the Agreement (as defined below)) entered into a Note Purchase
Agreement, dated as of January 13, 1998 (the "Agreement"). Pursuant to the
Agreement, as a Purchaser, Value Partners purchased a $4.5 million note
from Texas Network for $4.5 million. All of such funds came from the
working capital of Value Partners. In connection with the purchase of such
note and for no additional consideration, Value Partners received on
January 14, 1998 a common stock purchase warrant (the "Warrant") of Texas
Network that grants Value Partners the right to purchase shares of common
stock of Texas Network. The Warrant also grants Value Partners the right
to exchange the Warrant for such number of shares of Common Stock, at the
time of and giving effect to such exchange, equal to 4.95% of the fully
diluted number of shares of Common Stock outstanding, after giving effect
to the exercise or conversion of all then outstanding options, warrants and
other rights to purchase or acquire shares of Common Stock. On January 27,
1999, Value Partners exchanged (the "Exchange") the Warrant for 2,266,246
shares of Common Stock, which represents 4.95% of the fully diluted number
of shares of Common Stock outstanding as of January 27, 1999, after giving
effect to the exercise or conversion of all then outstanding options,
warrants and other rights to purchase, or acquire shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Initial Statement is hereby amended and restated in its
entirety to read as follows:
Value Partners acquired the Warrant and, pursuant to the Exchange, the
underlying shares of Common Stock solely for investment purposes.
Depending on its evaluation of the Issuer, other investment opportunities,
market conditions, and such other factors as it may deem material, Value
Partners may seek to acquire additional shares of Common Stock in the open
market, in private transactions, or otherwise, or may dispose of all or a
portion of the Common Stock owned by it.
Except as set forth above, none of Value Partners, Ewing & Partner,
EAM, or Ewing has any plans or proposals of the type referred to in clauses
(a) through (j) of Item 4 of the instructions to Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Initial Statement is hereby amended and restated in its
entirety to read as follows:
(a) On January 27, 1999, Value Partners, pursuant to the Exchange,
received 2,266,246 shares of Common Stock. In addition, Value Partners
sold shares of Common Stock held by it in such amounts, at such prices, and
on such dates as listed in Annex A attached hereto, which such Annex A
summarizes the daily sales by Value Partners. After the Exchange and the
sales listed in Annex A, as of the date hereof, Value Partners directly and
beneficially owns 1,417,746 shares of Common Stock, which represents 4.62%
of the Issuer's outstanding shares of Common Stock, which such percentage
was calculated by dividing (i) 1,417,746 shares of Common Stock
beneficially owned by Value Partners as of the date hereof by (ii)
30,666,528 shares of Common Stock, which equals the sum of (x) 28,400,282
shares of Common Stock outstanding based upon the Issuer's latest Quarterly
Report on Form 10-Q/A filed with the Securities and Exchange Commission on
November 19, 1998 (the "Form 10-Q/A"), and (y) 2,266,246 shares of Common
Stock, which were issued to Value Partners pursuant to the Exchange after
the date of filing the Form 10-Q/A. Thus, Value Partners, Ewing & Partners
and Ewing beneficially own the 1,417,746 shares of Common Stock as follows:
Shares of % of Common Stock
Name Common Stock Outstanding
- ---- ------------ -----------
Value Partners 1,417,746 4.62%
Ewing & Partners -0- -0-
Ewing -0- -0-
(b) Value Partners has the sole power to vote and dispose of the 1,417,746
shares of Common Stock beneficially owned by it. However, Ewing &
Partners, as general partner of Value Partners, may direct the vote and
disposition of the 1,417,746 shares of Common Stock owned by Value
Partners. Similarly, Ewing, as managing general partner of Ewing &
Partners, may direct the vote and disposition of the 1,417,746 shares of
Common Stock owned by Value Partners.
(c) The transactions in the Issuer's securities by Value Partners during
the past 60 days were (i) the Exchange and (ii) the transactions listed on
Annex A attached hereto.
(d) Ewing and Ewing & Partners may be deemed to have the power to direct
the receipt of dividends from, or the proceeds from the sale of, the Common
Stock beneficially owned by Value Partners.
(e) As of February 4, 1999, Value Partners, Ewing & Partners, and Ewing
ceased to be the beneficial owner of more than five percent of the
outstanding shares of Common Stock of the Issuer. As such, Value Partners,
Ewing & Partners, and Ewing no longer have a continuing reporting
obligation with respect to the Common Stock.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
ANNEX A
Transaction Buy/ Quantity Price per
Date Sell (shares) Share ($)
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01/29/99 Sell 100,000 $5.98
01/29/99 Sell 5,000 $6.01
02/01/99 Sell 63,000 $6.00
02/02/99 Sell 162,000 $5.84
02/03/99 Sell 312,000 $5.79
02/04/99 Sell 136,500 $6.01
02/04/99 Sell 70,000 $6.43
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Total 848,500
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: February 8, 1999
VALUE PARTNERS, LTD.
By: EWING & PARTNERS
as General Partner
By: /S/TIMOTHY G. EWING
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Timothy G. Ewing
as Managing Partner
EWING & PARTNERS
By: /S/TIMOTHY G. EWING
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Timothy G. Ewing
as Managing Partner
/S/TIMOTHY G. EWING
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Timothy G. Ewing
