<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A (AMENDMENT NO. 1)
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
TV Guide, Inc.
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(Name of Issuer)
Class A Common Stock, par value $.01 per share
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(Title of Class of Securities)
87307Q109
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(CUSIP Number)
Charles Y. Tanabe, Esq.
Senior Vice President and General Counsel
Liberty Media Corporation
9197 South Peoria Street
Englewood, Colorado 80112
(720) 875-5400
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 4, 1999
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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.
(Continued on following pages)
(Page 1 of 18 Pages)
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*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 the
disclosures provided in a prior cover page.
The information required in 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).
<PAGE> 2
CUSIP NO. 87307Q109
<TABLE>
====================================================================================================================
<S> <C>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Liberty Media Corporation
84-1288730
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
/ /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 66,534,108 SHARES1
SHARES BENEFICIALLY OWNED BY ---------------------------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING See Item 6
PERSON ---------------------------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
66,534,108 SHARES1
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10 SHARED DISPOSITIVE POWER
See Item 6
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,534,108 SHARES1
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 2
/X/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 43.7%3
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14 TYPE OF REPORTING PERSON
CO
====================================================================================================================
</TABLE>
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1 Includes 37,496,588 shares of Class A Common Stock issuable upon
conversion of a like number of shares of Class B Common Stock.
See Item 5 of the original filing of this Schedule 13D.
2 Excludes shares beneficially held by directors and executive
officers of the reporting person and shares beneficially owned
by The News Corporation Limited. See Item 5 of the original
filing of this Schedule 13D.
3 Assumes conversion of all outstanding shares of Class B Common
Stock into Class A Common Stock. Because each share of Class B
Common Stock is generally entitled to ten votes per share, the
Reporting Person owns equity securities of the Issuer
representing approximately 48.8% of the voting power of the
Issuer (assuming no conversion of the Class B Common Stock).
See Item 5 of the original filing of this Schedule 13D.
Page 2 of 18 Pages
<PAGE> 3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A (AMENDMENT NO. 1)
TO SCHEDULE 13D STATEMENT OF
LIBERTY MEDIA CORPORATION
PURSUANT TO SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934
IN RESPECT OF
TV GUIDE, INC.
This Amendment No. 1 ("Amendment No. 1") amends and supplements the
Statement on Schedule 13D, dated April 2, 1999 (the "Schedule 13D"), relating to
the Class A Common Stock, par value $.01 per share, of TV Guide, Inc., a
Delaware corporation (the "Issuer"). Unless otherwise indicated, each
capitalized term used but not otherwise defined herein shall have the meaning
ascribed thereto in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Schedule 13D is amended in its entirety to read as
follows:
This Statement is being filed by Liberty Media Corporation, a Delaware
corporation ("Liberty" or the "Reporting Person"). The Reporting Person's
principal business and office address is 9197 South Peoria Street, Englewood,
Colorado 80112.
Prior to March 9, 1999, Liberty was controlled by Tele-Communications,
Inc., a Delaware corporation ("TCI"), which through TCI UVSG, Inc., a Delaware
corporation and indirect subsidiary of TCI ("TCI UVSG"), beneficially owned
29,037,520 shares of Class A Common Stock and 24,746,588 shares of Class B
Common Stock. At the time, 16,664,226 shares of Class A Common Stock and
24,746,588 shares of Class B Common Stock were attributed to TCI's TCI Ventures
Group and 12,373,294 shares of Class A Common Stock were attributed to TCI's
Liberty Media Group. Through Liberty, TCI also beneficially owned the 12,750,000
shares of Class B Common Stock acquired by Liberty on March 1, 1999 in the
Netlink Transaction (as defined in Item 3), which at the time were attributed to
TCI's Liberty Media Group. TCI, as the corporate parent entity of the Reporting
Person, had previously filed a
Page 3 of 18 Pages
<PAGE> 4
Statement on Schedule 13D reporting its beneficial ownership of shares of Class
A Common Stock and Class B Common Stock on February 2, 1996, which was amended
and supplemented by Amendment No. 1 filed on January 14, 1998, was restated in
its entirety by Amendment No. 2 filed on July 13, 1998 and was further amended
and supplemented by Amendment No. 3 filed on July 13, 1998 (the "TCI Schedule
13D"). TCI's principal business address is 9197 South Peoria Street, Englewood,
Colorado 80112. TCI is principally engaged through its subsidiaries and
affiliates in the acquisition, development and operation of cable television
systems throughout the United States.
As a result of an internal restructuring in which the ownership of TCI
UVSG was transferred to Liberty and the consummation on March 9, 1999 of the
merger (the "AT&T Merger") of a wholly owned subsidiary of AT&T Corp., a New
York corporation ("AT&T"), with and into TCI, Liberty succeeded to the
beneficial ownership of the shares of Class A Common Stock and Class B Common
Stock beneficially owned by TCI. TCI UVSG was subsequently renamed Liberty UVSG,
Inc. ("Liberty UVSG").
In the AT&T 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 AT&T 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 AT&T Merger, except for certain assets which were
transferred to TCI's "TCI Group" in connection with the AT&T Merger, 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.
The Board of Directors and management of the Reporting Person manages
the business and affairs of the Reporting Person, including, but not limited to,
making determinations regarding the disposition and voting of the shares of
Class A Common Stock and Class B Common Stock beneficially owned by Liberty
(collectively, 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 AT&T 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.
Page 4 of 18 Pages
<PAGE> 5
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 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.
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
Page 5 of 18 Pages
<PAGE> 6
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 AT&T Merger is qualified in
its entirety by references to the text of the Agreement and Plan of
Restructuring and Merger, dated June 23, 1998, among AT&T, Italy Merger Corp.
and TCI, a copy of which has been incorporated by reference as Exhibit 7(a), and
to the text of the AT&T/TCI Proxy Statement/Prospectus, a copy of which has been
incorporated by reference as Exhibit 7(b).
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended in its entirety to read as
follows:
Pursuant to (i) a Share Exchange Agreement, effective as of June 10,
1998, among News America Incorporated, TVG Holdings, Inc. ("Holdings") and
Issuer (the "Share Exchange Agreement"), (ii) the letter agreement, effective as
of June 10, 1998, among The News Corporation Limited ("News Corp."), TCI and the
Issuer (the "Parent Agreement") and (iii) the letter agreement, dated February
23, 1999, among News Corp., TCI and the Issuer (the "Equalization Letter" and,
collectively with the Share Exchange Agreement and the Parent Agreement, the
"News Acquisition Agreements"), on March 1, 1999, following the closing of the
Netlink Transaction, the Issuer acquired from Holdings, a subsidiary of News
Corp., all of the outstanding stock of News America Publications Inc. and TVSM,
Inc., publishers of TV Guide magazine and other television program listing
guides, in exchange for an aggregate of 29,037,520 shares of Class A Common
Stock, 37,496,588 shares of Class B Common Stock and approximately $671 million
net in cash (after giving effect to the offset of the approximately $129 million
in price for 6,534,108 shares of Class A Common Stock purchased by Holdings
pursuant to the Parent Agreement and the Equalization Letter against the $800
million cash consideration paid by the Issuer pursuant to the Share Exchange
Agreement).
As a condition precedent to the closing of the transactions
contemplated by the Share Exchange Agreement, (i) the Issuer and TCI entered
into a Termination Agreement, dated as of March 1, 1999 (the "Termination
Agreement"), terminating the stockholder agreement between them dated as of
January 25, 1996, and (ii) TCI, Liberty UVSG (formerly, TCI UVSG), Liberty, News
Corp., Holdings and the Issuer entered into a Stockholders' Agreement, dated
March 1, 1999 (the "Stockholders' Agreement"), as more fully described in
Item 6.
In connection with the Stockholders' Agreement and the closing of the
transactions contemplated by the News Acquisition Agreements, the Board of
Directors of the Issuer (the "Issuer Board") amended and restated the bylaws of
the Issuer to, among other things, fix the number of the Issuer's directors at
ten and to provide that the approval of any action by the Issuer Board requires
the affirmative vote of at least seven of the ten directors, except for the
removal
Page 6 of 18 Pages
<PAGE> 7
of any officer of the Issuer, which requires approval of six of the ten
directors. In connection with the closing of the transactions contemplated by
the News Acquisition Agreements, certain officers of News Corp., including
Joachim Kiener, who is currently Chairman and Chief Executive Officer of the
Issuer, became officers of the Issuer.
In addition, pursuant to the Stockholders' Agreement, TCI, Liberty,
Liberty UVSG, News Corp. and Holdings have agreed that each stockholder or group
of related stockholders that are party to such Stockholders' Agreement shall be
entitled to designate one member of the Issuer Board for each 12.5% of the Class
B Common Stock owned by such stockholder or group, and the other parties to such
Stockholders' Agreement would vote their shares of Class A Common Stock and
Class B Common Stock in favor of the election of such designees as director.
Based on their relative share ownership following the closing of the
transactions contemplated by the News Acquisition Agreements, each of Liberty
UVSG and Holdings designated four members of the Issuer Board. The eight members
so designated then appointed two persons who are independent directors within
the meaning of the rules of The Nasdaq Stock Market. Each of Liberty UVSG and
Holdings is currently entitled to designate four members of the Issuer Board.
Holdings has designated Joachim Kiener, Chase Carey, an Executive Director and
Co-Chief Operating Officer of News Corp., and Peter Chernin, an Executive
Director, President and Chief Operating Officer of News Corp., as directors.
There is currently a vacancy on the Issuer Board with respect to which Holdings
is entitled to designate a director and Holdings has not, as of the date hereof,
designated a director to fill such vacancy. The four directors designated by
Liberty UVSG are Peter C. Boylan III, President and Chief Operating Officer of
the Issuer, Robert R. Bennett, President, Chief Executive Officer and a director
of Liberty, Gary S. Howard, Executive Vice President, Chief Operating Officer
and a director of Liberty, and Larry E. Romrell, a consultant to and a director
of Liberty.
Further, pursuant to the amended and restated bylaws of the Issuer, the
Executive Committee of the Issuer Board has four members, all of whom have been
designated by the holders of the Class B Common Stock, with such powers as may
be delegated to it by the unanimous consent of the entire Issuer Board. In
accordance with the Stockholders' Agreement, the four members of the Executive
Committee consist of two members designated by Liberty UVSG and two members
designated by Holdings.
The foregoing descriptions of the Parent Agreement, the Equalization
Letter, the Termination Agreement, the Stockholders' Agreement and the amended
and restated bylaws of the Issuer are qualified in their entirety by the terms
of such documents, which have been included or incorporated by reference as
Exhibits 7(d), 7(e), 7(f), 7(g) and 7(h), respectively, to this Statement and
are incorporated herein by reference.
The Reporting Person, and certain of its wholly-owned subsidiaries
which are the record owners of the Shares, have entered into a voting agreement
with Gemstar International Group Limited with respect to the Shares. See Item 6
which is hereby incorporated by reference herein.
Page 7 of 18 Pages
<PAGE> 8
The Reporting Person intends to continuously review its investment in
the Issuer, and may in the future determine to (i) acquire additional securities
of the Issuer, through open market purchases, private agreements or otherwise,
(ii) dispose of all or a portion of the securities of the Issuer owned by it or
(iii) take any other available course of action, which could involve one or more
of the types of transactions or have one or more of the results described in the
last paragraph of this Item 4. Notwithstanding anything contained herein, the
Reporting Person specifically reserves the right to change its intention with
respect to any or all of such matters. In reaching any decision as to its course
of action (as well as to the specific elements thereof), the Reporting Person
currently expects that it would take into consideration a variety of factors,
including, but not limited to, the Issuer's business and prospects, other
developments concerning the Issuer and the cable television and entertainment
programming industries generally, other business opportunities available to the
Reporting Person, other developments with respect to the business of the
Reporting Person, general economic conditions and money and stock market
conditions, including the market price of the securities of the Issuer.
Other than as set forth in this Statement, the Reporting Person has no
present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or of any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) A class of securities of the Issuer being delisted from a
national securities exchange or ceasing to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
Page 8 of 18 Pages
<PAGE> 9
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or
(j) Any action similar to any of those enumerated in this
paragraph.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended in its entirety to read as
follows:
On March 1, 1999, TCI, Liberty, Liberty UVSG (formerly, TCI UVSG), News
Corp., Holdings and the Issuer entered into the Stockholders' Agreement, which
provides that, among other things, for so long as a stockholder or group of
related stockholders is entitled to designate at least one director to the
Issuer Board, the other stockholder or group of related stockholders shall be
subject to certain restrictions on its ability to sell any of its shares of
Class A or Class B Common Stock to an unaffiliated third party or to convert any
of its shares of Class B Common Stock to shares of Class A Common Stock unless
it first offers such shares for sale to the non-transferring party. If the
non-transferring party elects not to purchase such shares, the transferring
party will convert any Class B Common Stock to be sold into Class A Common Stock
prior to such sale unless such Class B Common Stock is to be sold to a third
party that has offered to purchase at least 12.5% of the aggregate number of
shares of Class B Common Stock outstanding. Pursuant to the Stockholders'
Agreement, so long as there continues to be at least two stockholders or groups
of related stockholders that each own in the aggregate 30% or more of the
outstanding Class B Common Stock, such stockholders or the members of each such
stockholder group will vote their shares on all matters submitted to a vote of
the Issuer's stockholders only as shall be mutually agreed upon by such
stockholders or stockholder groups and, if they are unable to agree on how to
vote with respect to any such proposal, they will each be obligated to vote
against such proposal. Under the Stockholders' Agreement, a stockholder or group
of related stockholders is entitled to designate one director for each 12.5% of
the outstanding shares of Class B Common Stock owned by such party (rounded to
the nearest 12.5%, with more than 6.25% being rounded up, and 6.25% or less
being rounded down), and the other stockholders or group of related stockholders
will vote or cause to be voted all shares owned by such party for the election
of such designee(s) as director. In addition, the Stockholders' Agreement
provides for certain registration rights with respect to the resale of the Class
A Common Stock owned by stockholders that are parties to the Stockholders'
Agreement. Pursuant to the Stockholders' Agreement, the Parent (as defined in
such Agreement) of each stockholder or group of related stockholders that is
entitled to designate at least one director to the Issuer Board pursuant to the
Stockholders' Agreement agrees with and for the benefit of the Parent of each
other stockholder or group of related stockholders that is so entitled to
designate at least one director to the Issuer Board that, for so long as there
are at least two such stockholders or stockholder groups, the Issuer will,
subject to certain limited exceptions, be the exclusive vehicle through which
such Parent, directly or indirectly through its controlled affiliates,
Page 9 of 18 Pages
<PAGE> 10
conducts program guide businesses (print, electronic or otherwise) worldwide.
Currently, TCI and News Corp. are each Parents within the meaning of the
Stockholders' Agreement. Any description of the Stockholders' Agreement in this
Item 6 is qualified in it entirety by the terms thereof, which are hereby
incorporated herein by reference.
On October 4, 1999, the Issuer, Gemstar International Group Limited, a
British Virgin Islands corporation ("Gemstar"), and G Acquisition Subsidiary
Corp., a Delaware corporation and a direct wholly owned subsidiary of Gemstar
("Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"),
providing for the merger of Sub with and into the Issuer with the Issuer being
the surviving corporation (the "Merger"). In the Merger, each outstanding share
of Class A Common Stock and Class B Common Stock of the Issuer will be converted
into .6573 of a share of common stock of Gemstar. Prior to the Merger, Gemstar
will reincorporate in Delaware. Consummation of the Merger is subject to a
number of conditions, including the receipt of all required governmental and
regulatory approvals and the approval of Gemstar's and Issuer's respective
stockholders. In connection with the execution of the Merger Agreement, Liberty,
and certain of its wholly-owned subsidiaries which are the record owners of the
Shares, entered into a voting agreement with Gemstar, dated October 3, 1999 (the
"Voting Agreement"), pursuant to which Liberty and such subsidiaries
(collectively, the "Contracting Parties") have agreed: (1) to vote or cause to
be voted all shares of the capital stock of the Issuer, which the Contracting
Parties own of record or beneficially in any capacity or which are under the
control of the Contracting Parties, in favor of the Merger and the other
transactions provided for in or contemplated by the Merger Agreement and against
any inconsistent proposals or transactions; (2) during the Restricted Period
(defined below) not to and to cause each of their respective subsidiaries (and
each of their respective affiliates or associates (within the meaning of Rule
12b-2 under the Exchange Act) with respect to which each Contracting Party
possesses, directly or indirectly, by or through stock ownership, agency or
otherwise, or pursuant to or in connection with an agreement, arrangement or
understanding (written or oral) with one or more other persons, the power to
direct decisions regarding the acquisition, disposition or voting by such
affiliate or associate of Gemstar's common stock or rights to acquire or vote
the same) not to purchase of record or beneficially any additional securities of
Gemstar; (3) during the Restricted Period not to sell, transfer, pledge or
otherwise dispose of any of the shares of Common Stock beneficially owned by the
Contracting Parties (including any shares of Common Stock issuable upon the
exercise or conversion of options or convertible securities of the Issuer) or
any interest therein or agree to do the foregoing, except for (x) transfers to
News Corp. or a controlled affiliate thereof or (y) pledges to secure bona fide
indebtedness or bona fide monetization transactions or to secure the obligations
of a person in connection with derivative transactions and settlement
obligations thereunder (including, without limitation, puts, calls, collars,
swaps, etc.) with respect to such shares, provided that the terms of such
derivative transaction permit cash settlement of a Contracting Party's
obligations thereunder and do not restrict a Contracting Party's obligation to
vote the pledged shares in accordance with the Voting Agreement; and (4), with
respect to the Contracting Parties which are record owners of Shares, to
irrevocably grant to, and appoint, Henry C. Yuen and Elsie Ma Leung, in their
respective capacities as officers of Gemstar and their successors, such
Contracting Party's proxy and attorney-in-fact (with full power of substitution)
for and in such Contracting Party's name, place
Page 10 of 18 Pages
<PAGE> 11
and stead to vote the shares of Common Stock owned of record by such Contracting
Party (including any shares of Common Stock issuable upon the exercise or
conversion of options or convertible securities of the Issuer) in accordance
with the Voting Agreement. The Contracting Parties' obligations under the Voting
Agreement will terminate concurrently with any termination of the Merger
Agreement. News Corp., and its subsidiary which is the record owner of shares of
the Issuer's Common Stock beneficially owned by News Corp., have entered into a
voting agreement with Gemstar having equivalent terms to those contained in the
Voting Agreement. The term "Restricted Period" means the period from October 4,
1999 and continuing until the earlier of the termination of the Merger Agreement
pursuant to its terms or the effective time of the Merger.
The foregoing description of the Voting Agreement is qualified in its
entirety by the terms of such document, which is included as Exhibit 7(i) to
this Amendment No. 1 and is incorporated herein by reference.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended in its entirety to read as
follows:
Exhibit No. Exhibit
7(a) Agreement and Plan of Restructuring and Merger, dated as of
June 23, 1998, among AT&T Corp., Italy Merger Corp. and
Tele-Communications, Inc. (incorporated by reference to
Appendix A to the AT&T/TCI Proxy Statement/Prospectus that
forms a part of the Registration Statement on Form S-4 of AT&T
(File No. 333-70279) filed on January 8, 1999 (the "AT&T
Registration Statement")).
7(b) AT&T/TCI Proxy Statement/Prospectus (incorporated by reference
to the AT&T Registration Statement).
7(c) Amended and Restated Stock Purchase Agreement between the
Issuer and Liberty, effective as of May 18, 1998, incorporated
by reference to Appendix I of the Proxy Statement on Schedule
14A of the Issuer (File No. 000-22662) filed on January 21,
1999.
7(d) Letter Agreement, effective as of June 10, 1998, among TCI,
News Corp. and the Issuer, incorporated by reference to
Exhibit 10.1 to the report on Form 8-K of the Issuer (File No.
000-22662) filed on March 16, 1999.
Page 11 of 18 Pages
<PAGE> 12
Exhibit No. Exhibit
7(e)* Letter Agreement, dated February 23, 1999, among News Corp.,
TCI and the Issuer.
7(f)* Termination Agreement, dated March 1, 1999, between TCI and
the Issuer.
7(g)* Stockholders' Agreement, dated as of March 1, 1999, among
Holdings, News Corp., TCI UVSG, Liberty, TCI and the Issuer.
7(h) Amended and Restated Bylaws of the Issuer, incorporated by
reference to Exhibit 3.2 of the report on Form 10-K of the
Issuer (File No. 000-22662) filed on March 31, 1999.
7(i) Voting Agreement, dated October 3, 1999, between the
Contracting Parties and Gemstar.
- ----------------
* Previously filed.
Page 12 of 18 Pages
<PAGE> 13
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: November 4, 1999.
LIBERTY MEDIA CORPORATION
By: /s/ David B. Koff
-----------------------------------
Name: David B. Koff
Title: Senior Vice President
Page 13 of 18 Pages
<PAGE> 14
SCHEDULE 1
of the Schedule 13D
is amended in its entirety
to read as follows:
DIRECTORS AND EXECUTIVE OFFICERS
OF
LIBERTY MEDIA CORPORATION
The name and present principal occupation of each director and
executive officer of Liberty Media Corporation ("Liberty") 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 Liberty; Director of AT&T Corp.
Robert R. Bennett President, Chief Executive Officer and Director of Liberty
Gary S. Howard Executive Vice President, Chief Operating Officer of Liberty
Daniel E. Somers Director of Liberty; Senior Executive Vice President and Chief Financial Officer
of AT&T Corp.
John C. Petrillo Director of Liberty; Executive Vice President, Corporate Strategy and Business
Development of AT&T Corp.
Larry E. Romrell Director of Liberty; Consultant to Tele-Communications, Inc.
Jerome H. Kern Director of Liberty
Paul A. Gould Director of Liberty; Managing Director of Allen & Co.
John D. Zeglis Director of Liberty; Director and President of AT&T Corp.
David B. Koff Senior Vice President and Assistant Secretary of Liberty
Charles Y. Tanabe Senior Vice President, General Counsel and Assistant Secretary of Liberty
Peter Zolintakis Senior Vice President of Liberty
Vivian J. Carr Vice President and Secretary of Liberty
Kathryn S. Douglass Vice President and Controller of Liberty
David J.A. Flowers Vice President and Treasurer of Liberty
</TABLE>
Page 14 of 18 Pages
<PAGE> 15
SCHEDULE 2
of the Schedule 13D
is amended in its entirety
to read as follows:
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 Title
- ---- -----
<S> <C>
C. Michael Armstrong Chairman of the Board, Chief Executive Officer and Director
Kenneth T. Derr Director; Chairman and Chief Executive Officer of Chevron Corporation
M. Kathryn Eickhoff Director; President of Eickhoff Economics Incorporated
Walter Y. Elisha Director; Retired Chairman and Chief Executive Officer of Springs Industries,
Inc.
George M. C. Fisher Director; Chairman and Chief Executive Officer of Eastman Kodak Company
Donald V. Fites Director; Retired Chairman of Caterpillar, Inc.
Amos B. Hostetter, Jr. Director; Chairman of Pilot House Associates
Ralph S. Larsen Director; Chairman and Chief Executive Officer of Johnson & Johnson
John C. Malone Director; Chairman of Liberty Media Corporation
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 and Co-CEO of Citigroup Inc.
Thomas H. Wyman Director
John D. Zeglis President and Director
Harold W. Burlingame Executive Vice President, Merger & Joint Venture Integration
</TABLE>
Page 15 of 18 Pages
<PAGE> 16
<TABLE>
<CAPTION>
Name Title
- ---- -----
<S> <C>
James W. Cicconi Executive Vice President-Law & Government Affairs and General Counsel
Mirian M. Graddick Executive Vice President, Human Resources
Daniel R. Hesse Executive Vice President and President & CEO, AT&T Wireless Services, Inc.
Frank Ianna Executive Vice President and President, AT&T Network Services
Michael G. Keith Executive Vice President and President, Business Services
H. Eugene Lockhart Executive Vice President and President, AT&T Consumer Services
Richard J. Martin Executive Vice President, Public Relations and Employee Communication
David C. Nagel President, AT&T Labs & Chief Technology Officer
John C. Petrillo Executive Vice President, Corporate Strategy and Business Development
Richard R. Roscitt Executive Vice President and President & CEO, AT&T Solutions
Daniel E. Somers Senior Executive Vice President and Chief Financial Officer
</TABLE>
Page 16 of 18 Pages
<PAGE> 17
SCHEDULE 3
of the Schedule 13D
is amended in its entirety
to read as follows:
BENEFICIAL OWNERSHIP OF THE ISSUER'S CLASS A COMMON STOCK BY
DIRECTORS AND EXECUTIVE OFFICERS OF
LIBERTY MEDIA CORPORATION
<TABLE>
<CAPTION>
Name of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent of Class
---------------- -------------------- ----------------
<S> <C>
Robert R. Bennett Options to purchase 6,000 shares of Class A *
Common Stock
Gary S. Howard Options to purchase 80,000 shares of Class A Common Stock *
Larry E. Romrell Options to purchase 18,000 shares of Class A Common Stock *
Charles Y. Tanabe 100 shares of Class A Common Stock *
</TABLE>
* Less than one percent
Page 17 of 18 Pages
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<S> <C>
7(a) Agreement and Plan of Restructuring and Merger, dated as of
June 23, 1998, among AT&T Corp., Italy Merger Corp. and
Tele-Communications, Inc. (incorporated by reference to
Appendix A to the AT&T/TCI Proxy Statement/Prospectus that
forms a part of the Registration Statement on Form S-4 of
AT&T (File No. 333-70279) filed on January 8, 1999 (the
"AT&T Registration Statement")).
7(b) AT&T/TCI Proxy Statement/Prospectus (incorporated by
reference to the AT&T Registration Statement).
7(c) Amended and Restated Stock Purchase Agreement between the
Issuer and Liberty, effective as of May 18, 1998,
incorporated by reference to Appendix I of the Proxy
Statement on Schedule 14A of the Issuer (File No. 000-22662)
filed on January 21, 1999.
7(d) Letter Agreement, effective as of June 10, 1998, among TCI,
News Corp. and the Issuer, incorporated by reference to
Exhibit 10.1 to the report on Form 8-K of the Issuer (File
No.
000-22662) filed on March 16, 1999.
7(e)* Letter Agreement, dated February 23, 1999, among News Corp.,
TCI and the Issuer.
7(f)* Termination Agreement, dated March 1, 1999, between TCI and
the Issuer.
7(g)* Stockholders' Agreement, dated as of March 1, 1999, among
Holdings, News Corp., TCI UVSG, Liberty, TCI and the Issuer.
7(h) Amended and Restated Bylaws of the Issuer, incorporated by
reference to Exhibit 3.2 of the report on Form 10-K of the
Issuer (File No. 000-22662) filed on March 31, 1999.
7(i) Voting Agreement, dated October 3, 1999, between the
Contracting Parties and Gemstar.
</TABLE>
- ----------------
* Previously filed.
Page 18 of 18 Pages
<PAGE> 1
EXHIBIT 7(i)
October 3, 1999
Gemstar International Group Limited
135 North Los Robles Avenue, Suite 800
Pasadena, California 91101
Re Agreement of Principal Stockholder Concerning Transfer
and Voting of Shares of TV Guide, Inc.
The undersigned understands that Gemstar International Group Limited, a
British Virgin Islands corporation ("GEMSTAR"), and TV Guide, Inc., a Delaware
corporation (the "COMPANY"), of which the undersigned is a stockholder, are
prepared to enter into an agreement for the merger (the "MERGER") of G
Acquisition Subsidiary Corp., a Delaware corporation, into the Company, but that
Gemstar has conditioned its willingness to proceed with such agreement (the
"MERGER AGREEMENT") upon Gemstar's receipt from the undersigned of assurances
satisfactory to Gemstar of the undersigned's support of and commitment to the
Merger. The undersigned is familiar with the Merger Agreement and the terms and
conditions of the Merger. In order to evidence such commitment and to induce
Gemstar to enter into the Merger Agreement, the undersigned hereby represents
and warrants to Gemstar and agrees with Gemstar as follows:
1. Voting. The undersigned will vote or cause to be voted all shares of
capital stock of the Company owned of record or beneficially owned or held in
any capacity by the undersigned or under the control of the undersigned in favor
of the Merger and other transactions provided for in or contemplated by the
Merger Agreement and against any inconsistent proposals or transactions.
2. Ownership.
(a) As of the date hereof, Schedule 1 hereto sets forth the equity
shares of the Company owned by the undersigned of record or beneficially,
including shares issuable upon the exercise or conversion of options or
convertible securities of the Company (collectively, the "SHARES").
(b) The undersigned hereby represents and warrants that, as of the
date hereof, the undersigned does not own a significant number of ordinary
shares of Gemstar, and the undersigned shall, within five business days hereof,
complete and deliver to Gemstar, Schedule 2 hereto setting forth the number of
ordinary shares of Gemstar owned by the undersigned or any subsidiary of the
undersigned as of the date hereof. The undersigned covenants that during the
period from the date of the Merger Agreement and continuing until the earlier of
the termination of the Merger Agreement pursuant to its terms or the Effective
Time (the "RESTRICTED PERIOD")
<PAGE> 2
the undersigned will not, and will cause each of its subsidiaries and Controlled
Related Parties (as defined in the Stockholders Agreement) not to, purchase of
record or beneficially any securities of Gemstar.
3. Restriction on Transfer. During the Restricted Period, except for
transfers to The News Corporation Limited or a controlled affiliate thereof, the
undersigned will not sell, transfer, pledge or otherwise dispose of any of the
Shares or any interest therein or agree to sell, transfer, pledge or otherwise
dispose of any of the Shares or any interest therein, without your express
written consent; provided that the undersigned may pledge the Shares to secure
bona fide indebtedness or bona fide monetization transactions or to secure the
obligations of a person in connection with derivative transactions and
settlement obligations thereunder (including, without limitation, puts, calls,
collars, swaps, etc.) with respect to the Shares, provided that the terms of
such derivative transaction permit cash settlement of a party's obligations
thereunder and do not restrict the undersigned's obligation to vote the pledged
Shares in accordance with Section 1 hereof.
4. Grant of Irrevocable Proxy; Appointment of Proxy.
(a) The undersigned irrevocably grants to, and appoints, Henry C.
Yuen and Elsie Ma Leung, in their respective capacities as officers of Gemstar,
any individual who hereafter shall succeed to any such office of Gemstar, and
each of them individually, the undersigned's proxy and attorney-in-fact (with
full power of substitution), for and in the undersigned's name, place and stead,
to vote the Shares, or grant a consent or approval in respect of such Shares, in
accordance with the undersigned's covenants in Section 1 hereof.
(b) The undersigned represents that any proxies heretofore given in
respect of the Shares are not irrevocable, and that all such proxies are hereby
revoked.
(c) The undersigned hereby affirms that the irrevocable proxy set
forth in this Section 4 is given in connection with the execution of the Merger
Agreement, and that such irrevocable proxy is given to secure the undersigned's
performance under this letter agreement. The undersigned hereby further affirms
that the irrevocable proxy is coupled with an interest and may under no
circumstances be revoked. The undersigned hereby ratifies and confirms all that
such irrevocable proxy may lawfully do or cause to be done by virtue hereof.
5. Termination. This letter agreement and the undersigned's obligations
hereunder will terminate concurrently with any termination of the Merger
Agreement.
6. Effective Date; Succession. Upon your acceptance and execution of
this letter agreement, this letter agreement shall mutually bind and benefit you
and the undersigned, any of the undersigned's heirs, successors and assigns and
any of your successors. You will not assign the benefit of this letter agreement
other than to a wholly owned subsidiary.
7. Nature of Holdings; Shares. All references herein to the
undersigned's holdings of the Shares shall be deemed to include Shares held or
controlled by the undersigned, individually, jointly (as community property or
otherwise), or in any other capacity, and shall extend to any securities issued
to the undersigned in respect of the Shares.
8. Defined Terms. All capitalized terms used herein shall have the
meaning ascribed to such terms in the Merger Agreement, unless otherwise defined
herein. The term "undersigned" shall mean each of Liberty Media Corporation,
Liberty TVGIA, Inc.(with respect
<PAGE> 3
to 12,750,000 shares of TV Guide, Inc. Class B common stock) and Liberty UVSG,
Inc. (with respect to 24,746,588 shares of TV Guide, Inc. Class B common stock
and 29,037,520 shares of Class A common stock); except that with respect to
Section 4, "undersigned" shall mean only Liberty TVGIA, Inc. and Liberty UVSG,
Inc.
9. Specific Performance. The parties hereto agree that, in light of the
irreparable damage that would occur in the event any provision of this letter
agreement were not performed in accordance with the terms hereof and the
inadequacy of damages as a remedy, the parties shall be entitled to specific
performance of the terms hereof, in addition to any other remedy at law or
equity.
Very truly yours,
Liberty Media Corporation
By:
--------------------------------
Name:
---------------------------
Title:
--------------------------
LIBERTY TVGIA, INC.
By:
--------------------------------
Name:
---------------------------
Title:
--------------------------
LIBERTY UVSG, INC.
By:
--------------------------------
Name:
---------------------------
Title:
--------------------------
ACCEPTED:
GEMSTAR INTERNATIONAL GROUP LIMITED
By:
--------------------------------
Name:
---------------------------
Title:
--------------------------
<PAGE> 4
Schedule 1
<TABLE>
<CAPTION>
Shares of Company
Owner Common Stock Owned of Record
- ----- ----------------------------
<S> <C>
Liberty TVGIA, Inc. .....................................................12,750,000 shares of Class B Common Stock*
Liberty UVSG, Inc. ......................................................29,037,520 shares of Class A Common Stock/
24,746,588 shares of Class B Common Stock*
</TABLE>
- ------------------
* Liberty Media Corporation is the beneficial owner of the shares of Company
Common Stock owned of record by Liberty TVGIA, Inc. and Liberty UVSG, Inc.
<PAGE> 5
Schedule 2
<TABLE>
<CAPTION>
Ordinary Shares of
Owner Gemstar Stock Owned Beneficially or of Record
- ----- ---------------------------------------------
<S> <C>
Liberty Media Corporation...................................................................................... -0-
Liberty TVGIA, Inc. ........................................................................................... -0-
Liberty UVSG, Inc. ............................................................................................ -0-
</TABLE>
