<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INTERACTIVE NETWORK, INC.
_________________________________________________
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
_________________________________________________
(Title of Class of Securities)
45837P 108
_________________________________________________
(CUSIP Number)
BRUCE W. BAUER with a copy to:
Interactive Network, Inc. Morrison & Foerster LLP
1161 Old County Road 425 Market Street
Belmont, Ca. 94002 San Francisco, Ca. 94105
(650) 408-8793 (415) 268-7000
Attn: Robert S. Townsend
__________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 23, 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 which 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 exhibits. See Rule 13d-7(b) for other parties
to whom copies are to be sent.
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Page 1 of 7 Pages
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Bruce W. Bauer
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
Not applicable
- ------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
1,150,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 7,814,589
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
1,150,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
9,657,939
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[X] See footnote to Donald Graham (page 3)
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
25.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
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Page 2 of 7 Pages
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entries Only)
John J. Bohrer
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
Not applicable
- ------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
177,850
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 7,814,589
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
177,850
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
9,657,939
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[X] See Footnote to Donald Graham
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
25.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
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Page 3 of 7 Pages
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entries Only)
Donald D. Graham
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
Not applicable
- ------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
515,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 7,814,589
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
515,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
9,657,939
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[X](1)
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
25.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
(1) Excludes 310,000 shares of Common Stock owned by Margery L. Graham, wife of
Donald Graham and 950,000 shares owned by Holmes Plumbing & Heating Supply Co.,
of which Mrs. Graham is the sole shareholder. Mr. Graham disclaims beneficial
ownership of these shares.
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Page 4 of 7 Pages
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D relates to shares of the Common Stock,
no par value ("Common Stock") of Interactive Network, Inc., a California
corporation (the "Issuer"). The Issuer's principal executive offices are located
at 1161 Old County Road, Belmont, California 94002.
ITEM 2. IDENTITY AND BACKGROUND
This Statement constitutes the joint filing by Bruce W. Bauer, President and
Chief Executive Officer of the Issuer, John J. Bohrer, Secretary and Treasurer
of the Issuer and Donald D. Graham, a member of the Board of Directors of the
Issuer (collectively, the "Reporting Persons"). The name, residence or business
address and principal occupation of each of the Reporting Persons is shown
below. None of the Reporting Persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) in the last
five years. In the last five years, none of the Reporting Persons was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in such person being 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. All of the Reporting Persons are United States
citizens.
<TABLE>
<CAPTION>
Name Address Principal Occupation
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Bruce W. Bauer Interactive Network Chairman of the Board of
1151 Old County Road Directors, President and
Belmont, California 94002 CEO of the Issuer
- ------------------------------------------------------------------------------------------
John J. Bohrer 7205 Sugar Ridge Road Director, Secretary and
Corpus Christi, Texas 78413 Treasurer of the Issuer
- ------------------------------------------------------------------------------------------
Donald D. Graham Graham Enterprises President, Graham Enterprises
14012 Giles Road, Suite 2
Omaha, NE 68138
- ------------------------------------------------------------------------------------------
</TABLE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This Statement is filed pursuant to the Voting Agreement (defined
below), which provides, among other things, that certain parties to the
Settlement Agreement (defined below) will vote their shares of Common Stock as
directed by a committee comprised of the Reporting Persons (the "Committee").
No funds were used by the Reporting Persons in connection with entering into the
Voting Agreement.
ITEM 4. PURPOSE OF TRANSACTION
In August of 1995, the Issuer commenced litigation (the "Litigation")
against Telecommunications, Inc., TCI Development Corporation, TCI Programming
Holding, III, TCI Cablevision of California, Inc. and Gary S. Howard (the "TCI
Parties"), National Broadcasting Company, Inc., Sprint Corporation and Motorola,
Inc. (together, the "Settling
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Page 5 of 7 Pages
Parties"). The Settling Parties entered into an agreement (the "Settlement
Agreement") whereby the Settling Parties agreed to dismiss with prejudice their
lawsuits against each other. As part of the settlement, the Settling Parties
converted approximately $39 million in secured debt into 7,824,589 shares of
Common Stock, which, pursuant to a Voting Agreement executed in connection with
the settlement (the "Voting Agreement"), shall be directed by the Committee. The
Reporting Persons may be deemed to constitute a "group" for the purpose of Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
The Reporting Parties have entered into the Voting Agreement in order
to carry out the terms of the settlement as agreed to by the Settling Parties.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
(a) The Reporting Persons may be deemed a "group" within the meaning
of Rule 13d-5 under the Exchange Act and, therefore, each of the Reporting
Persons may be deemed to be the beneficial owner, within the meaning of Rule
13d-3 under the Exchange Act, of all the shares beneficially owned by each
member of the group, or an aggregate of 9,657,939 shares of Common Stock of the
Issuer and the options to purchase shares of Common Stock representing, based on
the 38,655,030 shares outstanding on April 23, 1999 (which number does not
include shares which may be issued pursuant to the options identified herein)
held by the Reporting Persons which were then exercisable or become exercisable
within 60 days after such date, approximately 25.0% of the total of the
outstanding shares of the Issuer's Common Stock.
(b) Bruce W. Bauer may be deemed to be the sole beneficial owner and
have sole dispositive power over 1,150,500 shares of Common Stock.
John J. Bohrer may be deemed to be the sole beneficial owner and have
sole dispositive power over 177,850 shares of Common Stock.
Donald D. Graham may be deemed to be the sole beneficial owner and
have sole dispositive power over 515,000 shares of Common Stock.
Each of the above persons have shared voting power and no dispositive
power over 7,814,589 shares of Common Stock pursuant to the Voting Agreement.
(c) The Reporting Persons each received shared voting power over
7,814,589 shares of Common Stock as of April 23, 1999, the date of signature of
the Voting Agreement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
To the knowledge of each Reporting Person on the date hereof, no
Reporting Person has any contract, arrangement, understanding or relationship
(legal or otherwise) with any person with respect to securities issued by the
Issuer, including, but not limited to, transfer or voting of any such
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, divisions of profits or loss or the giving or
withholding of proxies, except:
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Page 6 of 7 Pages
(a) The Reporting Persons have agreed pursuant to the Voting Agreement
to direct the votes of the parties to the Settlement Agreement on all matters
that require such a vote with the exception of any matter regarding Mr. David
Lockton, formerly President and Chief Executive Officer of the Issuer or certain
other major events of the Issuer which are described in the Voting Agreement
(incorporated by reference herein).
(b) Bruce W. Bauer holds options to purchase (i) 150,000 shares of
Common Stock at an exercise price of $0.09 per share granted to him on October
27, 1995, which option is exercisable in full and expires on October 27, 2000
and (ii) 900,000 shares of Common Stock at an exercise price of $0.21 per share
granted to him on June 14, 1998, which option is exercisable in full and expires
on June 14, 2003.
(c) John J. Bohrer holds options to purchase 150,000 shares of Common
Stock at an exercise price of $0.09 per share granted to him on October 27,
1995, which option is exercisable in full and expires on October 27, 2000.
(d) Donald D. Graham holds options to purchase 150,000 shares of
Common Stock at an exercise price of $0.09 per share granted to him on October
27, 1995, which option is exercisable in full and expires on October 27, 2000.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following are filed herewith as exhibits to this Schedule 13D:
Exhibit A: Mutual Release and Settlement Agreement, dated as of July
10, 1998, among the Issuer and the Settling Parties
(incorporated by reference to Exhibit A to the Plan of
Reorganization of the Issuer filed as Exhibit 1.1 to Issuer's
Form 8-K, as filed with the Commission on December 22, 1998).
Exhibit B: Voting Trust Agreement, dated as of April 23, 1999, among
the Issuer, the Settling Parties and the Reporting Persons
(incorporated by reference as Exhibit 2 to Exhibit 1.1 of
Issuer's Form 8-K, as filed with the Commission on April 29,
1999).
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Page 7 of 7 Pages
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.
Dated: May 4, 1999 /s/Bruce W. Bauer
-----------------
Bruce W. Bauer
/s/John J. Bohrer
-----------------
John J. Bohrer
/s/Donald D. Graham
-------------------
Donald D. Graham
