<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Amendment No. 2)
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)
July 6, 2000
(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: o.
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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Page 2 of 12
Common Stock CUSIP No. 000 88E 10 4
(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
<TABLE>
<S> <C> <C> <C>
Number of
Shares Beneficially (7) Sole Voting Power 13,793,000 Shares*
Owned by
Each Reporting Person (8) Shared Voting Power 0 Shares
With
(9) Sole Dispositive Power 13,793,000 Shares*
(10) Shared Dispositive Power 0 Shares
</TABLE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
13,793,000 Shares*
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares o
(13) Percent of Class Represented by Amount in Row (11)* 25.2%
(14) Type of Reporting Person CO
* Includes 5,000,000 shares of Common Stock issuable upon exercise of certain
warrants. (See Item 5 herein.)
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Page 3 of 12
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
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 2. IDENTITY AND BACKGROUND
Item 2 of the Statement is hereby replaced in its entirety with the
following:
The reporting person is Liberty Media Corporation whose principal
business address is 9197 South Peoria Street, Englewood, Colorado 80112.
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.
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Page 4 of 12
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 the results of AT&T's
"Liberty Media 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 TCI's "TCI Group" in connection with the Merger, the "AT&T
Wireless Group" consists of the assets of the wireless operations of AT&T, and
the "AT&T Common Stock Group" consists of all of the other assets and businesses
of AT&T. AT&T's principal business address is 32 Avenue of the Americas, New
York, New York, 10013. AT&T is principally engaged in the business of providing
voice, data and video communications services to large and small businesses,
consumers and government entities in the United States and internationally.
On March 10, 2000, in connection with certain restructuring
transactions, TCI was converted into a Delaware limited liability company, of
which AT&T is the sole member, and renamed AT&T Broadband, LLC ("AT&T
Broadband"). AT&T Broadband's principal business address is 9197 South Peoria
Street, Englewood, Colorado 80112. AT&T Broadband is principally engaged through
its subsidiaries and affiliates in the acquisition, development and operation of
cable television systems throughout the United States.
The Board of Directors and management of the Reporting Person manage
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 of Directors, 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 Securities
Exchange Act of 1934, as amended (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.
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Page 5 of 12
Schedule 1 attached to this Statement contains the following
information concerning each director, executive officer or 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 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 as of 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).
<PAGE> 6
Page 6 of 12
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In addition to the 13,000,000 Shares of Common Stock beneficially owned
by the Reporting Person and previously disclosed in the Statement, the Reporting
Person used working capital to purchase 793,000 shares of Common Stock through
multiple purchases on the open market between June 13, 2000 and July 11, 2000
for a combined purchase price of $11,419,599.25.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) of the Statement is hereby replaced in its entirety with the
following:
(a) The Reporting Person presently beneficially owns 13,793,000
Shares of Common Stock which represent approximately 25.2% of
the 49,644,894 Shares of Common Stock outstanding as of May
12, 2000 after giving effect to the issuance of 5,000,000
Shares of Common Stock issuable to the Reporting Person upon
exercise of the second and third Tranches of the Warrant
previously reported in the Statement. The total number of
Shares outstanding and the percentage held by the Reporting
Person are based on the representations of the Issuer
contained in Form 10-Q for the quarter ended March 31, 2000
filed with the Securities and Exchange Commission on May 15,
2000.
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.
Schedule 3 to this Amendment Number 2 lists the identity of
the purchaser, the date of purchase, the price per share and
the nature of the transactions in which the Reporting Person
acquired additional Shares of Common Stock. Schedule 3 is
incorporated herein by reference.
ITEM 6. CONTRACTUAL ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Reporting Person has agreed that it will not acquire
securities of the Issuer except to the extent that immediately
after such acquisition the ownership of the Issuer by the
Reporting Person (including entities controlled by it) will
not exceed 26% of the outstanding common stock of the Issuer.
For purposes of this calculation, all derivative securities of
Issuer held by Reporting Person (including entities controlled
by it) will be deemed converted, and all shares of the Issuer
redeemed or purchased by the Issuer will be deemed
outstanding. Furthermore, pursuant to this provision, the
Reporting Person will not transfer more than 10% of the
outstanding common shares of the Issuer (except pursuant to a
public registration or Rule 144 promulgated under the
Securities Act of 1933) unless the transferee agrees to be
bound by these restrictions. This Agreement is set forth in
the Securities Purchase Agreement dated March 29, 1999 between
the Reporting Person, Liberty IATV, Inc. and the Issuer which
is attached as Exhibit (a) to Amendment Number 1 to the
Statement.
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Page 7 of 12
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 11, 2000 LIBERTY MEDIA CORPORATION
/s/ Charles Y. Tanabe
---------------------------
Charles Y. Tanabe
Senior Vice President
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Page 8 of 12
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS
OF
LIBERTY MEDIA CORPORATION
The name and present principal occupation of each director and
executive officer of the Reporting Person are set forth below. The business
address for each person listed below is c/o Liberty Media Corporation, 9197
South Peoria Street, Englewood, Colorado 80112. 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.
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
---- --------------------
<S> <C>
JOHN C. MALONE Chairman of the Board and Director of the Reporting Person; Director of AT&T
Corp.
ROBERT R. BENNETT President, Chief Executive Officer and Director of the Reporting Person
GARY S. HOWARD Executive Vice President, Chief Operating Officer and Director of the Reporting
Person
DANIEL E. SOMERS Director of the Reporting Person; President and Chief Executive Officer of
AT&T Broadband, LLC (f/k/a Tele-Communications, Inc.)
JOHN C. PETRILLO Director of the Reporting Person; Executive Vice President, Corporate Strategy
and Business Development of AT&T Corp.
LARRY E. ROMRELL Director of the Reporting Person;
Consultant to AT&T Broadband, LLC (f/k/a
Tele-Communications, Inc.)
JEROME H. KERN Director of the Reporting Person; Chairman of the Board and Chief Executive
Officer of On Command Corporation
PAUL A. GOULD Director of the Reporting Person; Managing Director of Allen & Company
Incorporated
JOHN D. ZEGLIS Director of the Reporting Person; Director and President of AT&T Corp; Chairman
of the Board and Chief Executive Officer of AT&T Wireless Group
DAVID B. KOFF Senior Vice President and Assistant Secretary of the Reporting Person
CHARLES Y. TANABE Senior Vice President, General Counsel and Assistant Secretary of the Reporting
Person
</TABLE>
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Page 9 of 12
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
---- --------------------
<S> <C>
CARL E. VOGEL Senior Vice President of the Reporting Person
PETER ZOLINTAKIS Senior Vice President of the Reporting Person
VIVIAN J. CARR Vice President and Secretary of the Reporting Person
DAVID J.A. FLOWERS Vice President and Treasurer of the Reporting Person
KATHRYN SCHERFF Vice President and Controller of the Reporting Person
</TABLE>
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Page 10 of 12
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.
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
---- --------------------
<S> <C>
C. MICHAEL ARMSTRONG Chairman of the Board, Chief Executive Officer and Director
KENNETH T. DERR Director; Chairman of the Board, Retired, of Chevron Corporation
M. KATHRYN EICKHOFF Director; President of Eickhoff Economics Incorporated
WALTER Y. ELISHA Director; Chairman of the Board and Chief Executive Officer, Retired, of
Springs Industries, Inc.
GEORGE M. C. FISHER Director; Chairman of the Board of Eastman Kodak Company
DONALD V. FITES Director; Chairman of the Board, Retired, of Caterpillar, Inc.
AMOS B. HOSTETTER, JR. Director; Chairman of the Board of Pilot House Associates
RALPH S. LARSEN Director; Chairman of the Board and Chief Executive Officer of Johnson &
Johnson
JOHN C. MALONE Director; Chairman of the Board of the Reporting Person
DONALD F. MCHENRY Director; President of The IRC Group LLC
MICHAEL I. SOVERN Director; President Emeritus and Chancellor Kent Professor of Law at Columbia
University
SANFORD I. WEILL Director; Chairman of the Board and Co-CEO of Citigroup Inc.
JOHN D. ZEGLIS President of AT&T Corp; Chief Executive Officer of AT&T Wireless Group and
Director
JAMES W. CICCONI Executive Vice President-Law & Government Affairs and
General Counsel
NICHOLAS S. CYPRUS Vice President and Controller
</TABLE>
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Page 11 of 12
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
---- --------------------
<S> <C>
MIRIAN M. GRADDICK Executive Vice President, Human Resources
FRANK IANNA Executive Vice President and President, AT&T Network Services
RICHARD J. MARTIN Executive Vice President, Public Relations and Employee Communication
DAVID C. NAGEL President of AT&T Labs; Chief Technology Officer
CHARLES H. NOSKI Senior Executive Vice President and Chief Financial Officer
JOHN C. PETRILLO Executive Vice President, Corporate Strategy and Business Development
RICHARD R. ROSCITT Executive Vice President and President of AT&T Business Services
DANIEL E. SOMERS President and CEO of AT&T Broadband
</TABLE>
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Page 12 of 12
SCHEDULE 3
ACTV STOCK PURCHASE SUMMARY
THROUGH 7/11/00
Purchaser: Liberty Media
Corporation. All shares
purchased on open market
through brokers
<TABLE>
<CAPTION>
Date Number of Price Per
Purchased Shares Share
--------- --------- ---------
<S> <C> <C>
6/13/00 32,500 $14.3894
6/15/00 5,000 $14.5000
6/19/00 5,000 $14.6250
6/20/00 25,000 $14.7250
6/29/00 15,000 $14.4375
30,000 $14.5000
30,000 $14.5625
7/6/00 10,000 $13.7500
15,000 $13.8750
5,000 $14.0625
50,000 $14.1250
20,000 $14.1875
30,000 $14.5000
10,000 $14.5625
5,000 $14.6250
5,000 $14.7500
7/7/00 15,000 $14.5000
7/10/00 5,000 $14.5000
25,000 $14.1875
80,000 $14.3750
20,000 $14.4375
7/11/00 20,000 $13.9375
10,000 $14.0000
6/13/00 5,000 $14.5000
10,000 $14.3750
23,500 $14.3125
2,000 $14.2500
2,500 $14.1875
6/15/00 15,000 $14.5000
5,000 $14.4375
6/21/00 15,000 $14.6250
6/23/00 25,000 $14.9125
6/26/00 8,500 $14.3750
3,000 $14.4375
26,000 $14.5000
6/28/00 18,200 $14.7500
6,800 $14.6875
6/29/00 30,000 $14.5625
15,000 $14.5000
5,000 $14.6250
6/30/00 50,000 $14.3750
7/6/00 17,500 $14.1875
10,000 $14.1250
15,000 $14.0625
7,500 $14.0000
7/11/00 10,000 $13.9975
TOTAL TO DATE 793,000 $14.5641
</TABLE>
