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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
ACTV, Inc.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
000 88E 10 4
(CUSIP Number)
Charles Y. Tanabe
Senior Vice President and General Counsel
Liberty Media Corporation
9197 South Peoria Street, Englewood, CO 80112 (720) 875-5440
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 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
<TABLE>
<S> <C> <C>
(1) Names of Reporting Persons
Liberty Media Corporation
I.R.S. Identification Nos. of Above Persons (entities only)
84-1288730
(2) Check the Appropriate Box if a Member of a Group
(a) / /
(b) / /
(3) SEC Use Only
(4) Source of Funds
WC
(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
Shares Beneficially (7) Sole Voting Power 13,000,000 Shares*
Owned by
Each Reporting Person (8) Shared Voting Power 0 Shares
With
(9) Sole Dispositive Power 13,000,000 Shares*
(10) Shared Dispositive Power 0 Shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
13,000,000 Shares*
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
(13) Percent of Class Represented by Amount in Row (11)*
28.85%
(14) Type of Reporting Person
CO
</TABLE>
* Includes 7,500,000 shares of Common Stock issuable upon exercise of certain
warrants. (See Items 3 and 5 herein.)
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
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)
ITEM 1. SECURITY AND ISSUER
Liberty Media Corporation, a Delaware corporation (the "Reporting
Person") hereby amends its Statement on Schedule 13D (the "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. The Issuer's principal executive offices are located at 1270
Avenue of the Americas, New York, New York 10020.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In addition to the 2,500,000 Shares of Common Stock held by Reporting
Person and previously disclosed in the Statement, the Reporting Person used
working capital on June 30, 1999: (i) to purchase 2,500,000 Shares of Common
Stock pursuant to a previously existing warrant (the "September Warrant") held
by Reporting Person for a total exercise price of $5,000,000; and (ii) to
purchase 500,000 Shares of Common Stock and a warrant to purchase 7,500,000
Shares (the "New Warrant") for a combined purchase price of $4,000,000. The New
Warrant is divided into three tranches, each for 2,500,000 Shares of Common
Stock. The first tranche has an exercise price of $8.00 per Share and is
exercisable until March 29, 2000. The second tranche has an exercise price of
$13.00 per Share and is exercisable until March 29, 2001. The third tranche has
an exercise price of $15.00 per Share and is exercisable until March 29, 2004.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) of the Statement is hereby replaced in its entirety with the
following:
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(a) The Reporting Person presently beneficially owns 13,000,000
Shares of Common Stock which represent approximately 28.85% of
the 45,063,269 Shares of Common Stock outstanding as of June
30, 1999 after giving effect to the issuance of 7,500,000
Shares of Common Stock issuable to Reporting Person upon
exercise of the New Warrant. The total number of Shares
outstanding and the percentage held by the Reporting Person
are based on the representations of the Issuer contained in
the Securities Purchase Agreement between Reporting Person and
the Issuer dated as of March 29, 1999 (the "Securities
Purchase Agreement").
To the best knowledge of the Reporting Person, none of the
persons listed in Schedule 1 or Schedule 2 to the Statement
has any interest in any securities of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The Issuer and Liberty IATV, Inc., a wholly owned subsidiary of the
Reporting Person ("Liberty IATV"), executed the Securities Purchase Agreement
pursuant to which the Issuer sold and Liberty IATV purchased 3,000,000 Shares
(including 2,500,000 from the September Warrant) of Common Stock and the New
Warrant. The Issuer also executed and delivered the New Warrant wherein the
Issuer granted the right to purchase an additional 7,500,000 Shares as described
herein. These transactions closed on June 30, 1999. Copies of the Securities
Purchase Agreement and the New Warrant are incorporated by reference as Exhibits
7(a) and 7(b), respectively.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Securities Purchase Agreement dated as of March 29, 1999 between
the Issuer and Liberty IATV, Inc.
(b) Warrant issued by Issuer to Liberty IATV, Inc. dated as of March
29, 1999.
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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.
July 8, 1999 LIBERTY MEDIA CORPORATION
/s/ Gary S. Howard
-------------------------------------
Gary S. Howard
Executive Vice President
