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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
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StarSight Telecast, Inc.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
85568E 10 4
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(CUSIP Number)
Andrew A. Merdek, Esq.
Cox Enterprises, Inc.
1400 Lake Hearn Drive, N.E., Atlanta, Georgia 30319
(404) 843-5564
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 1, 1996
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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 [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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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SCHEDULE 13D
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CUSIP NO. 85568E 10 4 PAGE 2 of 7
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON Anne Cox Chambers
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) _____
Not Applicable (b) _____
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)_____ Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 2,166,647
BENEFICIALLY -----------------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -----------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,166,647
WITH -----------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,166,647
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
_____ Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 8.5%
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14 TYPE OF REPORTING PERSON* OO (Trustee, See Item 5)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Amendment No. 1 to Schedule 13D Page 3 of 7
Anne Cox Chambers
StarSight Telecast, Inc.
This Amendment No. 1 to Schedule 13D is being filed pursuant
to Rule 13d-2 of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended (the "EXCHANGE ACT"). This Amendment No. 1 to Schedule
13D amends the original statement on Schedule 13D filed with the Securities and
Exchange Commission (the "COMMISSION") on February 14, 1996 (the "ORIGINAL
SCHEDULE 13D").
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 to Schedule 13D relates to the Common
Stock, no par value (the "COMMON STOCK"), of StarSight Telecast, Inc., a
California corporation (the "COMPANY" or "STARSIGHT"). The Company's principal
executive offices are located at 39650 Liberty Street, Fremont, California
94538.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The person filing this Amendment No. 1 to Schedule 13D is
Anne Cox Chambers. A joint amended statement on Schedule 13D is being filed
separately for Cox Communications Holdings, Inc. ("CCHI"), Cox Communications,
Inc. ("CCI"), Cox Holdings, Inc. ("CHI") and Cox Enterprises, Inc. ("CEI", and
together with CCHI, CCI and CHI, collectively, the "COX CORPORATIONS"). Barbara
Cox Anthony, who shares control with Mrs. Chambers over the Cox Corporations, is
also filing a separate amended statement on Schedule 13D. (See Item 5(a)).
(b) The principal residence address of Mrs. Chambers is 426
West Paces Ferry Road, N.W., Atlanta, Georgia 30305.
(c) The present principal employment of Mrs. Chambers is
Director and Vice President of Cox Enterprises, Inc.
(d) During the last five years, Mrs. Chambers has not been
convicted in any criminal proceedings (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mrs. Chambers has not been a
party to any civil proceeding of a judicial or administrative body of competent
jurisdiction as the result of which she was or is subject to any judgment,
decree or final order enjoining future violations
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Amendment No. 1 to Schedule 13D Page 4 of 7
Anne Cox Chambers
StarSight Telecast, Inc.
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Mrs. Chambers is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See Item 4 for the purpose of the filing of this Amendment No.
1 to Schedule 13D.
On June 18, 1993, CHI acquired 1,334,000 shares of Series F
Preferred Stock, no par value (the "SERIES F PREFERRED STOCK"), of the Company
at a purchase price of $5.00 per share pursuant to a Series F Preferred Stock
and Warrant Purchase Agreement, dated January 29, 1993, between InSight
Telecast, Inc. (the former name of the Company) and CHI (the "PURCHASE
AGREEMENT"). In connection with CHI's acquisition of the Series F Preferred
Stock, the Company issued two warrants to CHI providing for the purchase of
additional shares of preferred stock of the Company as described below (the "COX
WARRANTS"). The purchase price for the Series F Preferred Stock and the Cox
Warrants was $10,005,000 and was paid out of CHI's available working capital.
In July 1993, the Company completed an initial public offering
of its Common Stock. In connection with the public offering, the Series F
Preferred Stock owned by CHI was automatically converted into an aggregate of
1,334,000 shares of Common Stock. As a result of the public offering, the Cox
Warrants became exercisable for an aggregate of 667,000 shares of Common Stock.
Neither the shares of Series F Preferred Stock nor the shares of Common Stock
into which the Series F Preferred Stock were converted have been registered
under the Securities Act of 1933, as amended, and such shares of Common Stock
are deemed to be "restricted securities" for purposes of such Act.
In February 1995, The Times Mirror Company, a Delaware
corporation ("TIMES MIRROR"), merged with and into CCI (the "MERGER"), pursuant
to the terms of an Agreement and Plan of Merger, dated as of June 5, 1994, as
amended, by and among Times Mirror, New TMC, Inc., CCI and CEI. Upon
consummation of the Merger on February 1, 1995, CCI acquired Times Mirror's
interest in the Company which was 772,301 shares of Common Stock of the Company
and two warrants to purchase an aggregate of 289,334 shares of Common Stock of
the Company (the "TM WARRANTS").
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Amendment No. 1 to Schedule 13D Page 5 of 7
Anne Cox Chambers
StarSight Telecast, Inc.
On November 20, 1995, CCI acquired 60,346 shares of Common
Stock at a purchase price of $7.50 per share, for a total purchase price of
$452,595, pursuant to a Purchase Agreement, dated as of November 20, 1995 (the
"NOVEMBER AGREEMENT"), between the Company and CCI. The source of funds for this
purchase was CCI's available working capital.
CCHI is the record owner of all of the shares of StarSight
Common Stock which may be deemed to be beneficially owned by each of the Cox
Corporations, Anne Cox Chambers and Barbara Cox Anthony.
ITEM 4. PURPOSE OF TRANSACTION.
This Amendment No. 1 to Schedule 13D is being filed to report
Mrs. Chambers' decrease in beneficial ownership of Common Stock of the Company.
This decrease in beneficial ownership is attributable to the expiration of the
Cox Warrants and the TM Warrants on June 1, 1996, which resulted in a decrease
in beneficial ownership of 956,334 shares of Common Stock, and the sale by the
Company of additional shares of its Common Stock.
Mrs. Chambers indirectly beneficially owns shares of Common
Stock of the Company for investment purposes.
Mrs. Chambers does not have any plans or proposals that relate
to or would result in any of the events set forth in Items 4(a) through (j).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mrs. Chambers may be deemed to be the indirect beneficial
owner of 2,166,647 shares of Common Stock, which represents approximately 8.5%
of the outstanding shares of Common Stock.
The above shares are directly beneficially owned by CCHI,
which is a wholly owned subsidiary of CCI, which is controlled by CHI, which in
turn is wholly owned by CEI. As a trustee of the Barbara Cox Anthony Atlanta
Trust and of the Dayton Cox Trust A, Anne Cox Chambers exercises beneficial
ownership over an aggregate of approximately 69.6% of the outstanding capital
stock of CEI. As a trustee of the Anne Cox Chambers
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Amendment No. 1 to Schedule 13D Page 6 of 7
Anne Cox Chambers
StarSight Telecast, Inc.
Atlanta Trust and of the Dayton Cox Trust A, Barbara Cox Anthony exercises
beneficial ownership over an aggregate of approximately 69.6% of the outstanding
capital stock of CEI. Thus, Mrs. Chambers and Mrs. Anthony together ultimately
control the Cox Corporations and thus, in addition to CCHI, CCI, CHI and CEI,
may be deemed to exercise beneficial ownership over the shares reported herein.
(b) The Cox Corporations, Anne Cox Chambers and Barbara Cox
Anthony may be deemed to have the power to vote and to dispose of 2,166,647
shares of Common Stock.
Neither the filing of this report nor any of its contents
shall be deemed to constitute an admission that Anne Cox Chambers is the
beneficial owner of any of the Company's Common Stock reported herein for
purposes of Section 13(d) of the Exchange Act or for any other purposes, and
such beneficial ownership is expressly disclaimed.
(c) No transactions in the Common Stock were effected by Mrs.
Chambers during the past sixty days in open-market transactions.
(d) No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of the shares of Common Stock referred to in paragraph (b) above.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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Amendment No. 1 to Schedule 13D Page 7 of 7
Anne Cox Chambers
StarSight Telecast, Inc.
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.
ANNE COX CHAMBERS
January 21, 1997 By: /s/ ANNE COX CHAMBERS
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Date Anne Cox Chambers
