<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Initial Filing)
THE PATHWAYS GROUP, INC.
(Name of Issuer)
Common Stock, Par Value, $0.01 Per Share
(Title of Class of Securities)
70321D
(CUSIP Number)
Gaetano J. Casillo
Allen & Company Incorporated
711 Fifth Avenue, New York, New York 10022, (212) 830-8300
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 29, 1998
(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 Section 13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-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 purposes 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 1 of 16 Pages<PAGE>
<PAGE>
INITIAL FILING
OF
SCHEDULE 13D
- ------------------- --------------------
CUSIP No. 70321D Page 2 of 16 Pages
- ------------------- --------------------
==============================================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Allen Holding Inc.
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
- -----------------------------------------------------------------------------
5 CHECK BOX 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 OWNED BY EACH REPORTING PERSON WITH
- -----------------------------------------------------------------------------
7 SOLE VOTING POWER
0
- -----------------------------------------------------------------------------
8 SHARED VOTING POWER
0
- -----------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,780,932
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.5%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
===========================================================================
*SEE INSTRUCTIONS BELOW BEFORE FILLING OUT!
SEC 1746 (9-88)<PAGE>
<PAGE>
INITIAL FILING
OF
SCHEDULE 13D
- ------------------ -------------------
CUSIP No. 70321D Page 3 of 16 Pages
- ------------------- --------------------
==============================================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Allen & Company Incorporated
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
2,780,932
- -----------------------------------------------------------------------------
8 SHARED VOTING POWER
0
- -----------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,780,932
- -----------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,780,932
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.5%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO, BD.
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BELOW BEFORE FILLING OUT!
SEC 1746 (9-88)<PAGE>
<PAGE> Page 4 of 16 Pages
INITIAL FILING
OF
SCHEDULE 13D
Item 1. Security and Issuer
(a) Class of Securities: Common Stock, par value,
$0.01 per share ("Common Stock")
(b) Issuer: The Pathways Group, Inc. (the "Issuer")
14201 N.E. 200th Street
Woodinville, WA 98072
Item 2. Identity and Background
a. Name: Allen & Company Incorporated ("ACI")
See Exhibit A for Officers and Directors of ACI.
ACI, a New York corporation is a wholly-owned
subsidiary of Allen Holding Inc., a Delaware
corporation.
b. Address: 711 Fifth Avenue
New York, New York 10022
c. Business or
occupation: Investment Banking
d. Neither ACI, nor any individual listed in Exhibit A attached hereto,
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) during the past five years.
e. During the last five years, neither ACI, nor any individual listed
in Exhibit A attached hereto, was 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 violations with respect to such laws.
f. Citizenship
or Place of
Organization: New York
Citizenship of the Officers and
Directors of ACI is set forth in Exhibit
A hereto.
a. Name: Allen Holding Inc. ("AHI")
See Exhibit A for Officers and Directors
of Allen Holding Inc.
b. Address: 711 Fifth Avenue
New York, New York 10022<PAGE>
<PAGE> Page 5 of 16 Pages
c. Business or
occupation: Holding Company
d. Neither AHI nor any individual listed in Exhibit A attached hereto,
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) during the past five years.
e. During the last five years, neither AHI nor any individual listed in
Exhibit A attached hereto, was 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 violations with respect to such laws.
f. Citizenship or
Place of
Organization: Delaware
Citizenship of the Officers and
Directors of Allen Holding Inc. is set
forth in Exhibit A hereto.
Item 3. Source and Amount of Funds or Other Consideration
ACI purchased the shares reported herein with working capital.
Item 4. Purpose of Transaction
The Reporting Persons purchased the Shares for investment purposes.
The Reporting Persons currently have no plans or proposals which would result
in any of the actions described in clause (a) through (j) of Item 4 of Rule
13d-101 of the Securities Act of 1934, as amended.
<PAGE>
<PAGE> Page 6 of 16 Pages
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on March 31, 1998, the Reporting
Persons, by virtue of the language of Rule 13d-3(d)(1)(i), may be deemed to
own beneficially in the aggregate the number and percentage of the Issuer's
Common Stock set forth opposite their names below (based upon the Issuer's
Registration Statement on Form 10-SB dated April 29, 1998, which reported the
number of shares of Common Stock outstanding to be 12,904,487).
<TABLE>
<CAPTION>
==============================================================================
Name Shares of Common Stock Percentage
- ------------------------------------------------------------------------------
<S> <C> <C>
Allen Holding Inc. 2,780,932(1) 21.5%
- ------------------------------------------------------------------------------
Allen & Company Incorporated(1) 2,780,932(2) 21.5%
==============================================================================
<FN>
- ----------
</TABLE>
(1) Represents shares of the Issuer's Common Stock owned by ACI, a
wholly owned subsidiary of AHI.
(2) Does not include shares owned by officers and directors of ACI
with respect to which ACI disclaims beneficial ownership.
(b) ACI has the sole power to vote and to dispose of the Shares of
which it is deemed the beneficial owner.
(c) The Reporting Person did not affect any trades in the
Issuer's common stock in the last 60 days. This Schedule 13D is being filed
as a result of the Issuer's April 29, 1998 filing on Form 10-SB, thereby
subjecting the Issuer and those having beneficial ownership of its securities
to the reporting requirements of the Securities Exchange Act of 1934.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
ACI was engaged by the Issuer as a financial advisor in 1995. The
engagement was recently extended for an additional year (see Exhibit B).
Item 7. Material to be filed as Exhibits
Exhibit A -- Directors and Executive Officers of Allen Holding Inc. and
Allen & Company Incorporated.
Exhibit B -- Letter, dated May 5, 1998, extending May 5, 1995 Engagement
Letter between ACI and the Issuer.
<PAGE>
<PAGE> Page 7 of 16 Pages
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Dated: May 8, 1998
ALLEN HOLDING INC.
/s/ Gaetano J. Casillo
By: -------------------------
Gaetano J. Casillo
Vice President
ALLEN & COMPANY INCORPORATED
/s/ Gaetano J. Casillo
By: -------------------------
Gaetano J. Casillo
Vice President
118746<PAGE>
<PAGE> Page 8 of 16 Pages
EXHIBIT A
OFFICERS AND DIRECTORS OF ALLEN & COMPANY INCORPORATED
[S] [C] [C]
Principal Occupation
Business (i.e., Position with
Name xx Address Allen & Company Incorporated)
Herbert A. Allen x President, Managing Director, Director,
Chief Executive Officer
Herbert A. Allen III x Vice President, Director
Grace Allen x Director
Eran S. Ashany x Vice President, Director
Jonathan S. Bean x Vice President, Director
Edmund M. Bleich x Vice President
Denise Calvo-Silver x Vice President, Director
Dominick J. Cantalupo x Co-Chief Operations Officer, Vice
President
Marvyn Carton x Director - Emeritus
Gaetano J. Casillo x Chief Compliance Officer,
Vice President
Robert H. Cosgriff x Chief Administrative Officer,
Executive Vice President,
Managing Director, Director
Richard M. Crooks, Jr. x Director
Thalia V. Crooks x Vice President, Director
Mary L. Cullen x Vice President, Secretary, Director
Robert Dean x Vice President - Elect
Orin F. Devereux x Vice President, Director
Daniel Englander x Vice President - Elect
Howard M. Felson x Assistant Secretary, Vice President
Anthony J. Ferrante x Treasurer
Richard Fields x Executive Vice President, Managing
Director, Director
<PAGE>
<PAGE> Page 9 of 16 Pages
[S] [C] [C]
Principal Occupation
Business (i.e., Position with
Name xx Address Allen & Company Incorporated)
Paul A. Gould x Executive Vice President, Managing
Director, Director
John G. Hall x Vice President, Director
Daniel P. Harley x Vice President
John H. Josephson x Vice President, Director
Clarke R. Keough x Vice President, Director
Donald R. Keough x Chairman of the Board, Managing Director,
Director
Kaveh A. Khosrowshahi x Vice President, Director
Neal Kopp x Vice President
Irwin H. Kramer x Executive Vice President,
Managing Director, Director
Terry Allen Kramer x Director
Suzanne G. Kucera x Vice President - Elect, Director
Robert J. Kurz x Vice President
William F. Leimkuhler x Assistant Secretary, Vice President,
General Counsel
LeRoy Kim x Vice President - Elect
Jonathan Lipton x Vice President - Elect
Jeffrey J. Logan x Vice President - Elect
Dan W. Lufkin x Special Advisor to the Board of
Directors
Ellen F. Lynch x Vice President
Robert A. Mackie x Executive Vice President,
Managing Director, Director
James C. Maiden, Jr. x Vice President
Terence C. McCarthy x Co-Chief Operations Officer, Vice
President<PAGE>
<PAGE> Page 10 of 16 Pages
[S] [C] [C]
Principal Occupation
Business (i.e., Position with
Name xx Address Allen & Company Incorporated)
Robert C. Miller x Vice President, Director
Terrence Morris x Vice President - Elect
Brian J. Murphy x Vice President, Director
Louis J. Mustacchio x Vice President
Walter T. O'Hara, Jr. x Executive Vice President, Managing
Director, Director
Nancy B. Peretsman x Executive Vice President, Managing
Director, Director
Patrick S. Perry x Vice President, Director
Pamela M. Plager x Vice President, Director
Eugene Protash x Vice President, Assistant Secretary
James W. Quinn x Director, Vice President, Assistant
Secretary
Bradley A. Roberts x Director - Elect
Philip D. Scaturro x Executive Vice President, Managing
Director, Director
John A. Schneider x Executive Vice President, Managing
Director, Director
Enrique F. Senior x Executive Vice President, Managing
Director, Director
Stanley S. Shuman x Executive Vice President, Managing
Director, Director
John M. Simon x Executive Vice President, Managing
Director, Director
Daniel Selmonosky x Vice President, Director
Ian G. Smith x Vice President - Elect
Dennis J. Warfield x Vice President,Chief Information
Officer
<PAGE>
<PAGE> Page 11 of 16 Pages
[S] [C] [C]
Principal Occupation
Business (i.e., Position with
Name xx Address Allen & Company Incorporated)
Kim M. Weiland x Executive Vice President, Managing
Director, Director, Chief Financial
Officer
Edward D. Weinberger x Vice President, Director
Harold M. Wit x Executive Vice President, Managing
Director, Director
[/TABLE]
x 711 Fifth Avenue, New York, New York 10022-3194.
xx All the Executive Officers and Directors of Allen & Company
Incorporated are U.S. citizens unless otherwise indicated.
<PAGE>
<PAGE> Page 12 of 16 Pages
<TABLE>
OFFICERS AND DIRECTORS
OF ALLEN HOLDING INC.
<S> <C> <C>
Principal Occupation
Business (i.e., Position with
Name xx Address Allen Holding Inc.)
Herbert A. Allen x President, Managing Director,
Director, Chief Executive Officer
Herbert A. Allen, III x Vice President, Director
Grace Allen x Director
Eran S. Ashany x Vice President
Jonathan S. Bean x Vice President - Elect
Robert E. Beers x Vice President - Elect
Edmund M. Bleich x Vice President
Denise Calvo-Silver x Vice President, Director
Dominick J. Cantalupo x Co-Chief Operations Officer, Vice President
Marvyn Carton x Director - Emeritus
Gaetano J. Casillo x Chief Compliance Officer, Vice President
Robert H. Cosgriff x Chief Administrative Officer, Executive
Vice President, Managing Director, Director
Richard M. Crooks, Jr. x Director
Thalia V. Crooks x Vice President, Director
Mary L. Cullen x Vice President, Secretary, Director
Robert Dean x Vice President - Elect
Orin F. Devereux x Vice President, Director
Daniel Englander x Vice President, - Elect
Howard M. Felson x Assistant Secretary, Vice President
Anthony J. Ferrante x Treasurer
Richard L. Fields x Executive Vice President, Managing
Director, Director Executive Vice
President, Managing Director, Director
<PAGE>
<PAGE> Page 13 of 16 Pages
<S> <C> <C>
Principal Occupation
Business (i.e., Position with
Name xx Address Allen Holding Inc.)
John G. Hall x Vice President - Elect, Director
Daniel P. Harley x Vice President
John H. Josephson x Vice President, Director
Donald R. Keough x Chairman, Director
Clarke R. Keough x Vice President, Director
Kaveh A. Khosrowshahi x Vice President, Director
Neal Kopp x Vice President
Irwin H. Kramer x Executive Vice President, Managing
Director, Director
Terry Allen Kramer x Director
Suzanne G. Kucera x Vice President - Elect, Director
Robert J. Kurz x Vice President
P. Don Lattimer x Executive Vice President, Managing
Director, Director
William F. Leimkuhler x Assistant Secretary, Vice President,
General Counsel
LeRoy Kim x Vice President - Elect
Jonathan Lipton x Vice President - Elect
Jeffrey J. Logan x Vice President - Elect
Dan W. Lufkin x Special Advisor to the Board of Directors
Ellen F. Lynch x Vice President
Robert A. Mackie x Executive Vice President, Managing
Director, Director
James C. Maiden, Jr. x Vice President
Terence C. McCarthy x Co-Chief Operations Officer, Vice President
Vice President - Elect, Director
<PAGE>
<PAGE> Page 14 of 16 Pages
<S> <C> <C>
Principal Occupation
Business (i.e., Position with
Name xx Address Allen Holding Inc.)
Robert C. Miller x Vice President, Director
Terrence Morris x Vice President - Elect
Brian J. Murphy x Vice President, Director
Louis J. Mustacchio x Vice President
Walter T. O'Hara x Executive Vice President, Managing
Director, Director
Nancy B. Peretsman x Executive Vice President, Managing
Director, Director
Patrick S. Perry x Vice President, Director
Pamela M. Plager x Vice President, Director
Eugene Protash x Assistant Secretary, Vice President
James W. Quinn x Vice President, Assistant Secretary,
Director
Bradley A. Roberts x Director - Elect
Philip D. Scaturro x Executive Vice President, Managing
Director, Director
John A. Schneider x Executive Vice President, Managing
Director, Director
Daniel Selmonosky x Vice President, Director
Enrique F. Senior x Executive Vice President, Managing
Director, Director
Stanley S. Shuman x Executive Vice President, Managing
Director, Director
John M. Simon x Executive Vice President, Managing
Director, Director
Ian G. Smith x Vice President - Elect
<PAGE>
<PAGE> Page 15 of 16 Pages
<S> <C> <C>
Principal Occupation
Business (i.e., Position with
Name xx Address Allen Holding Inc.)
Dennis J. Warfield x Vice President, Chief Information Officer
Kim M. Weiland x Vice President, Director, Chief Financial
Officer
Edward D. Weinberger x Vice President, Managing Director, Director
Harold M. Wit x Executive Vice President, Managing
Director, Director
</TABLE>
x 711 Fifth Avenue, New York, New York 10022-3194.
xx All the Executive Officers and Directors of Allen Holding, Inc. are
U.S. citizens unless otherwise indicated.
<PAGE>
<PAGE> Page 16 of 16 Pages
Exhibit B
May 5, 1998
The Pathways Group, Inc.
14201 N.E. 200th Street
Woodinville, Washington 98072
Attn: Mr. Carey F. Daly II
President and Chief Executive Officer
Dear Mr. Daly:
Reference is made to the engagement letter dated May 5, 1995 (the
"Engagement Letter") by and between The Pathways Group, Inc. (collectively
with its subsidiaries and affiliates, the "Company") and Allen & Company
Incorporated ("Allen") pursuant to which the Company engaged Allen to act as
the Company's financial advisor on the terms set forth therein.
Section 3 of the Engagement Letter provides that the term of the
engagement shall be automatically extended for additional one year periods
after the initial term ending May 5, 1997 unless either party notifies the
other of its election to terminate the engagement as provided therein.
Pursuant to Section 3 of the Engagement Letter, the engagement would today be
automatically extended from May 5, 1998 to May 5, 1999. This letter will
confirm the parties' mutual intention that the term of the engagement letter
is extended to May 5, 1999.
Other than to the extent that the foregoing clarifies and confirms
the Engagement Letter, the parties intend that the Engagement Letter continue
in full force and effect without modification. Please confirm that the
foregoing is in accordance with your understanding of the terms of our
continued engagement by signing and returning to us the enclosed duplicate of
this letter.
Very truly yours,
ALLEN & COMPANY INCORPORATED
By: /s/ Kim M. Wieland
--------------------------
Kim M. Wieland
Managing Director
Chief Financial Officer
Accepted and agreed to
as of the date first above written:
THE PATHWAYS GROUP, INC,
By: /s/ Carey F. Daly II
----------------------------
Name:
Title:
118746
