<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)/1/
---------------------------------
TV GUIDE, INC.
---------------------------------
(Name of Issuer)
Class A Common Stock, par value $.01 per share
-----------------------------------------------
(Title of Class of Securities)
87307Q109
-------------------------------------
(CUSIP Number)
Arthur M. Siskind, Esq.
The News Corporation Limited
c/o News America Incorporated
1211 Avenue of the Americas
New York, New York 10036
(212) 852-7000
-------------------------------------
with copies to:
Jeffrey W. Rubin, Esq.
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176
(212) 661-6500
(Name, address and telephone number of person
authorized to receive notices and communications)
October 4, 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 that is the subject of this Schedule 13D, and is filing
this schedule because of (S)(S) 240.13d-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 (S) 240.13d-7(b) for
other parties to whom copies are to be sent.
_____________________
/1/ 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 ("Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act (however, see the Notes).
Page 1 of 28 Pages
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 87307Q109 PAGE 2 OF 28 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The News Corporation Limited
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
South Australia, Australia
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
66,534,108/1/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY See Item 6
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
66,534,108/1/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
See Item 6
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
66,534,108/1/
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]/2/
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
43.7%/3/
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*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.
____________________
/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 Introductory
Statement and Item 5 of Amendment No. 1 to the Statement on Schedule 13D
("Amendment No. 1").
/2/ Excludes shares beneficially owned by Liberty UVSG, Inc. ("Liberty UVSG")
(formerly, TCI UVSG, Inc.) and Liberty Media Corporation ("Liberty, and
together with Liberty UVSG, the "Liberty Companies"). See Item 5 of
Amendment No. 1.
/3/ Assumes conversion of all outstanding shares of Class B Common Stock into
Class A Common Stock. Because the holders of Class B Common Stock are
entitled to 10 votes per share, the Reporting Person beneficially 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 Introductory Statement and Item 5 of Amendment No. 1.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 87307Q109 PAGE 3 OF 28 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
News Publishing Australia Limited
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
66,534,108/1/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY See Item 6
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
66,534,108/1/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
See Item 6
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
66,534,108/1/
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]/2/
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
43.7%/3/
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*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.
___________________
/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 Introductory
Statement and Item 5 of Amendment No. 1.
/2/ Excludes shares beneficially owned by the Liberty Companies. See Item 5 of
Amendment No. 1.
/3/ Assumes conversion of all outstanding shares of Class B Common Stock into
Class A Common Stock. Because the holders of Class B Common Stock are
entitled to 10 votes per share, the Reporting Person beneficially 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 Introductory Statement and Item 5 of Amendment No. 1.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 87307Q109 PAGE 4 OF 28 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TVG Holdings, Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
66,534,108/1/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY See Item 6
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
66,534,108/1/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
See Item 6
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
66,534,108/1/
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]/2/
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
43.7%/3/
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*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.
_______________
/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 Introductory
Statement and Item 5 of Amendment No. 1.
/2/ Excludes shares beneficially owned by the Liberty Companies. See Item 5 of
Amendment No. 1.
/3/ Assumes conversion of all outstanding shares of Class B Common Stock into
Class A Common Stock. Because the holders of Class B Common Stock are
entitled to 10 votes per share, the Reporting Person beneficially 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 Introductory Statement and Item 5 of Amendment No. 1.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 87307Q109 PAGE 5 OF 28 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
K. Rupert Murdoch
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
66,534,108/1/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY See Item 6
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
66,534,108/1/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
See Item 6
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
66,534,108/1/
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]/2/
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
43.7%/3/
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*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.
/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 Introductory
Statement and Item 5 of Amendment No. 1.
/2/ Excludes shares beneficially owned by the Liberty Companies. See Item 5 of
Amendment No. 1.
/2/ Assumes conversion of all outstanding shares of Class B Common Stock into
Class A Common Stock. Because the holders of Class B Common Stock are
entitled to 10 votes per share, the Reporting Person beneficially owns
equity securities of the Issuer representing approximately 48.9% of the
voting power of the Issuer (assuming no conversion of the Class B Common
Stock). See Introductory Statement and Item 5 of Amendment No. 1.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
TV GUIDE, INC.
Introductory Statement
- ----------------------
This Amendment No. 2 (this "Amendment") to the Statement on Schedule
13D (the "Statement") relates to the Class A Common Stock, par value $.01 per
share (the "Class A Common Stock"), of TV Guide, Inc., a Delaware corporation
(the "Issuer" or "Company"), and includes information regarding (i) the Class A
Common Stock, and (ii) the Class B Common Stock, par value $.01 per share (the
"Class B Common Stock" and together with the Class A Common Stock, the "Common
Stock"), of the Issuer. This Amendment amends and supplements (i) the Statement
originally filed with the Securities and Exchange Commission (the "SEC") by the
"Reporting Persons" (as defined herein) on August 11, 1998 and (ii) Amendment
No. 1 to the Statement ("Amendment No. 1") filed by the Reporting Persons on
April 5, 1999.
Item 2. Identity and Background.
-----------------------
Item 2 is hereby amended and restated to read in its entirety as
follows:
This Statement is being filed by (i) The News Corporation Limited
("News Corp."), a South Australia, Australia corporation with its principal
executive offices located at 2 Holt Street, Sydney, New South Wales 2010,
Australia, (ii) News Publishing Australia Limited ("NPAL"), a Delaware
corporation and a subsidiary of News Corp., with its principal executive offices
at 1300 North Market Street, Suite 404, Wilmington, Delaware 19801, (iii) TVG
Holdings, Inc. ("Holdings"), a Delaware corporation and a subsidiary of NPAL,
with its principal executive offices at 1300 North Market Street, Suite 404,
Page 6 of 28 Pages
<PAGE>
Wilmington, Delaware 19801, and (iv) K. Rupert Murdoch, a United States citizen,
with his business address at 10201 West Pico Boulevard, Los Angeles, California
90035. News Corp., NPAL, Holdings and K. Rupert Murdoch are referred to herein
collectively as the "Reporting Persons." The name, residence or business
address, principal occupation or employment and the name, principal business,
and address of any corporation or other organization in which such employment is
conducted with respect to each director and executive officer of the Reporting
Persons are set forth in Schedule 1 attached hereto, which is incorporated
herein by reference. To the knowledge of the Reporting Persons, each of the
persons named on Schedule 1 (the "Schedule 1 Persons") is a United States
citizen unless otherwise indicated.
News Corp. is one of the world's largest media companies with total
assets as of December 31, 1998 of approximately US $36 billion and total annual
revenues of approximately US $14 billion. News Corp.'s diversified global
operations in the United States, Canada, the United Kingdom, Australia, Latin
America and the Pacific basin include the production and distribution of motion
pictures and television programming; television, satellite and cable
broadcasting; the publication of newspapers, magazines and books; the production
and distribution of promotional and advertising products and services; the
development of digital broadcasting; the development of conditional access and
subscriber management systems; and the creation and distribution of various
popular online services.
NPAL is a holding company 100% of which is owned by News Corp.
directly and through certain intermediaries.
Holdings is a wholly-owned subsidiary of NPAL and holds the shares of
Class A Common Stock and Class B Common Stock of the Issuer reported herein.
K. Rupert Murdoch is the Chairman and Chief Executive of News Corp.; a
director of NPAL; a director of News International plc, News Corp.'s principal
subsidiary in the United Kingdom; a director of News Limited, News Corp.'s
principal subsidiary in Australia; a director of News America Incorporated
("NAI"), News Corp.'s principal subsidiary in the United States and whose
affiliates and
Page 7 of 28 Pages
<PAGE>
subsidiaries conduct a substantial portion of the United States activities of
News Corp.; a director of Holdings; a director of Satellite Television Asian
Region Limited, the Asia Pacific Region's largest satellite television
broadcaster; a director of British Sky Broadcasting Group plc, which operates
the leading pay television broadcasting services in the United Kingdom and the
Republic of Ireland; director, Chairman and Chief Executive Officer of Fox
Entertainment Group, Inc., an indirect subsidiary of News Corp. principally
engaged in the development, production and worldwide distribution of feature
films and television programs, television broadcasting and cable network
programming and a director of Fox Family Worldwide, Inc., a subsidiary of Fox
Entertainment Group, Inc. which is an integrated family and children's
entertainment company that develops, acquires, produces, broadcasts and
distributes live-action and animated family and children's television
programming on a global basis.
Approximately 30% of the voting stock of News Corp. is owned by (i)
Mr. Murdoch and members of his family, (ii) Cruden Investments Pty. Limited, a
private Australian investment company owned by Mr. Murdoch, members of his
family and certain charities and (iii) corporations which are controlled by
trustees of settlements and trusts set up for the benefit of the Murdoch family,
certain charities and other persons. By virtue of shares of News Corp. owned by
such persons and entities, and Mr. Murdoch's positions as Chairman and Chief
Executive of News Corp., Mr. Murdoch may be deemed to control the operations of
News Corp.
During the last five years, none of the Reporting Persons or, to the
best of the knowledge of the Reporting Persons, none of the Schedule 1 persons
has (i) been convicted in a criminal proceeding (excluding minor traffic
violations or similar misdemeanors), or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction a result of which
it 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.
Page 8 of 28 Pages
<PAGE>
Item 4. Purpose of Transaction.
----------------------
Item 4 is hereby amended and restated to read in its entirety as
follows:
Holdings acquired its shares of Class A Common Stock and Class B
Common Stock on March 1, 1999 pursuant to (i) the Share Exchange Agreement,
effective as of June 10, 1998, among NAI, Holdings and the Issuer (the "Share
Exchange Agreement"), (ii) the letter agreement, effective as of June 10, 1998,
among News Corp., Tele-Communications, Inc. ("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 "Acquisition
Agreements"). Under the terms of the Share Exchange Agreement, Holdings
received 22,503,412 shares of Class A Common Stock, 37,496,588 shares of Class B
Common Stock and $800 million in cash in exchange for the outstanding shares of
capital stock of News America Publications Inc. and TVSM, Inc., publishers of TV
Guide magazine and other television program listings guides.
Pursuant to the Parent Agreement and the Equalization Letter, Holdings
acquired 6,543,108 shares of Class A Common Stock for approximately $129
million, which represents the approximately $131 million aggregate price of such
shares, less a transaction adjustment of approximately $2 million.
In connection with the Stockholders' Agreement, dated as of March 1,
1999, between Holdings, News Corp., Liberty UVSG, Inc. ("Liberty UVSG")
(formerly TCI UVSG, Inc.), Liberty Media Corporation ("Liberty, and together
with Liberty UVSG, the "Liberty Companies"), TCI and the Issuer (the
"Stockholders Agreement"), described in Item 6 below (the complete text of which
is filed as an Exhibit hereto and incorporated herein by reference) and the
closing of the transactions contemplated by the 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 Board of
Directors requires the affirmative vote of at least seven of the ten directors,
except for the removal of any officer of the Issuer, which requires
Page 9 of 28 Pages
<PAGE>
approval of six of the ten directors. In connection with the closing of the
transactions contemplated by the 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, the Liberty
Companies, News Corp. and Holdings have agreed that each stockholder or group of
related stockholders that are party to such Agreement shall be entitled to
designate one member of the Issuer's Board of Directors for each 12.5% of the
Class B Common Stock owned by such stockholder or group, and the other parties
to such Agreement would vote their shares of 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 Acquisition
Agreements, each of Liberty UVSG and Holdings designated four members of the
Board of Directors. 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, Chairman and Chief Executive Officer of the Issuer, 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, Gary S. Howard and
Larry E. Romrell, the latter three of which are currently directors of Liberty.
Further, pursuant to the amended and restated bylaws of the Issuer,
the Executive Committee of the Board of Directors 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 Board of
Directors. In accordance with the Stockholders Agreement, the four members of
the Executive
Page 10 of 28 Pages
<PAGE>
Committee consist of two members designated by Liberty UVSG and two members
designated by Holdings.
The descriptions of, and references to, the Acquisition Agreements,
the Stockholders Agreement and other agreements and documents are qualified in
their entirety by reference to the complete texts of such agreements and
documents filed as Exhibits hereto and incorporated by reference herein.
News Corp. and Holdings have entered into a voting agreement with
Gemstar International Group Limited with respect to the shares of Common Stock
owned of record or beneficially owned by them. See Item 6 which is hereby
incorporated by reference herein.
The Reporting Persons intend to continuously review their 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 them 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 Persons specifically reserve the right
to change their intentions with respect to any or all of such matters. In
reaching any decision as to their course of action (as well as to the specific
elements thereof), the Reporting Persons currently expect that they 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 television and entertainment programming industries generally, other
business opportunities available to the Reporting Persons, other developments
with respect to the business of the Reporting Persons, general economic
conditions and money and stock market conditions, including the market price of
the securities of the Issuer.
Other than as described herein, none of the Reporting Persons have any
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
Page 11 of 28 Pages
<PAGE>
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the Board of Directors or management of the
Issuer, including any plans or proposals to change the number or terms of
directors or to fill any existing vacancies on the Board of Directors of the
Issuer; (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, by-laws 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; (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 those enumerated above.
Item 6. Contracts, Arrangements, Understandings or Relationships With
-------------------------------------------------------------
Respect to Securities of the Issuer.
-----------------------------------
Item 6 is hereby amended and restated to read in its entirety as
follows:
On March 1, 1999, TCI, the Liberty Companies, 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's Board of Directors,
the other stockholder or group of related stockholders shall be subject to
certain restrictions on its ability to sell any of its shares of 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 Common Stock
for sale to the non-transferring party. If the non-transferring party elects
not to purchase such Common Stock, 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
Page 12 of 28 Pages
<PAGE>
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 of Common Stock 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 of Common
Stock 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's Board of Directors 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's Board of Directors 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, conducts
program guide businesses (print, electronic or otherwise) worldwide. Currently,
TCI and News Corp. are each Parents within the meaning of the Stockholders
Agreement. The foregoing description of the Stockholders Agreement is qualified
in its entirety by reference to the complete text thereof filed as an Exhibit
hereto and 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
Page 13 of 28 Pages
<PAGE>
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, News Corp. and Holdings entered into a voting
agreement with Gemstar, dated October 3, 1999 (the "Voting Agreement"), pursuant
to which News Corp. and Holdings (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 Liberty 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
Page 14 of 28 Pages
<PAGE>
(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) 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 News Corp.'s name,
place and stead to vote the shares of Common Stock beneficially owned 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. Liberty and certain of its wholly-owned subsidiaries which are
the record owners of the shares of the Issuers' Common Stock beneficially owned
by Liberty, 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 10.8 to
this Amendment No. 2 and is incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits.
---------------------------------
Item 7 is hereby amended and restated to read in its entirety as
follows:
Exhibit No. Exhibit
----------- -------
10.2 Joint Filing Agreement among the Reporting
Persons (filed with the original filing of
the Statement on Schedule 13D).
10.3 Share Exchange Agreement, effective as of
June 10, 1998, among NAI, Holdings and the
Issuer. Incorporated by reference from
Appendix I of the Proxy Statement on
Schedule 14A of the Issuer (File No. 000-
22662) filed on January 21, 1999 (filed with
Amendment No. 1).
10.4 Letter agreement, effective as of June 10,
1998, among News Corp., TCI and the Issuer
(the Parent Agreement). Incorporated by
reference from Exhibit 10.1 to the
Page 15 of 28 Pages
<PAGE>
report on Form 8-K of the Issuer (File No.
000-22662) filed on March 16, 1999 (filed
with Amendment No. 1).
10.5 Letter agreement, dated February 23, 1999,
among News Corp., TCI and the Issuer (the
Equalization Letter) (filed with Amendment
No. 1).
10.6 Stockholders' Agreement, dated as of March
1, 1999, among Holdings, News Corp., Liberty
UVSG, Liberty, TCI and the Issuer (filed
with Amendment No. 1).
10.7 Power of Attorney, dated March 31, 1999, by
NPAL, Holdings, and K. Rupert Murdoch (filed
with Amendment No. 1).
10.8 Voting Agreement, dated October 3, 1999,
between the Contracting Parties and Gemstar.
Page 16 of 28 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete, and correct.
Date: October 31, 1999
THE NEWS CORPORATION LIMITED
By: /s/ Arthur M. Siskind
--------------------------------
Name: Arthur M. Siskind
Title: Director
Page 17 of 28 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete, and correct.
Date: October 31, 1999
NEWS PUBLISHING AUSTRALIA LIMITED
By: *
----------------------------------
/*/ By: /s/ Arthur M. Siskind
--------------------------
Arthur M. Siskind
Attorney-in-Fact
Page 18 of 28 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete, and correct.
Date: October 31, 1999
TVG HOLDINGS, INC.
By: /s/ Arthur M. Siskind
---------------------------------------
Name: Arthur M. Siskind
Title: Director and Senior Executive
Vice President
Page 19 of 28 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete, and correct.
Date: October 31, 1999
*
-----------------------------
K. Rupert Murdoch
/*/ By: /s/ Arthur M. Siskind
---------------------------
Arthur M. Siskind
Attorney-in-Fact
Page 20 of 28 Pages
<PAGE>
Schedule 1 is hereby amended and restated to read in its entirety as follows:
Schedule 1
- ----------
Directors, Executive Officers and Controlling Persons of the Reporting
Persons.
<TABLE>
<CAPTION>
Principal Business
or Organization in
Which Such
Name Principal Occupation and Business Employment is
---- ---------------------------------
Address Conducted
------- ---------
<S> <C> <C>
K. Rupert Murdoch Chairman and Chief Executive of News News Corp.
Corp.; Director of NPAL; Director of News
International plc; Director of News
Limited; Director of NAI; Director of
Holdings; Director and Chairman of
Satellite Television Asian Region Limited
("STAR TV"); Director and Chairman of
British Sky Broadcasting Group plc
("BSkyB"); Director, Chairman and Chief
Executive Officer of Fox Entertainment
Group, Inc.; Director of Fox Family
Worldwide, Inc. ("FFW"); Director of
Philip Morris Companies Inc.
10201 West Pico Boulevard
Los Angeles, CA 90035
Geoffrey C. Bible Non Executive Director of News Corp.; Philip Morris
Chairman and Chief Executive Officer of
Philip Morris Companies Inc. ("Philip
Morris"); Director of New York Stock
Exchange, Inc.
120 Park Avenue
New York, New York 10017
</TABLE>
Page 21 of 28 Pages
<PAGE>
<TABLE>
<S> <C> <C>
Chase Carey Executive Director and Co-Chief Operating Fox Television
Officer of News Corp.; Director, President
and Chief Operating Officer of NAI;
Director and Co-Chief Operating Officer of
Fox Entertainment Group, Inc.; Chairman
and Chief Executive Officer of Fox
Television; President and Chief Operating
Officer of Holdings; Director of STAR TV;
Director of FFW; Director of TV Guide,
Inc.; Director of Gateway, Inc.; Director
of Colgate University.
10201 West Pico Boulevard
Los Angeles, CA 90035
Gareth C.C. Chang Executive Director of News Corp.; STAR TV
Executive Chairman of STAR TV; Director of
Apple Computers Inc.
8th Floor, One Harbourfront
18 Tak Fung Street
Hunghom, Kowloon, Hong Kong
Peter Chernin Executive Director, President and Chief News Corp.
Operating Officer of News Corp.; Director,
Chairman and Chief Executive Officer of
NAI ; Director, President and Chief
Operating Officer of Fox Entertainment
Group, Inc.; Chairman and Chief Executive
Officer of Holdings; Director of TV Guide,
Inc.; Director of Tickets.com, Inc.;
Director of E*TRADE Group, Inc.
10201 West Pico Boulevard
Los Angeles, CA 90035
Ken E. Cowley/1/ Non Executive Director of News Corp.; News Corp.
Executive Director of Ansett Australia
Holdings Limited; Director of Commonwealth
Bank of Australia.
2 Holt Street
Sydney, New South Wales 2010
Australia
</TABLE>
____________________
/1/ Citizen of Australia
Page 22 of 28 Pages
<PAGE>
<TABLE>
<S> <C> <C>
David F. DeVoe Executive Director, Senior Executive Vice News Corp.
President and Chief Financial Officer and
Finance Director of News Corp.; Director
and Senior Executive Vice President of
NAI; Director, Senior Executive Vice
President and Chief Financial Officer of
Fox Entertainment Group, Inc.; Director of
STAR TV; Director of BSkyB; Director and
Senior Executive Vice President of
Holdings.
1211 Avenue of the Americas
New York, New York 10036
Aatos Erkko/2/ Non Executive Director of News Corp.; Sanoma
Chairman of Sanoma Corporation ("Sanoma"),
a privately owned media company in Finland.
P.O. Box 144
SF00101 Helsinki, Finland
Leslie Hinton Director and Executive Vice President of News Corp.
NPAL; Executive Chairman of News
International plc; Director of Press
Association Limited.
1 Virginia Street
London E1 9XN England
Andrew S.B. Knight/3/ Non Executive Director of News Corp. News Corp.
c/o News International plc
1 Virginia Street
London E1 9XN England
Peter Macourt Director and President of NPAL; Deputy News Corp.
Chief Executive Officer of News Limited.
2 Holt Street
Surry Hills, New South Wales 2010
Australia
</TABLE>
______________________
/2/ Citizen of Finland
/3/ Citizen of United Kingdom
Page 23 of 28 Pages
<PAGE>
<TABLE>
<S> <C> <C>
Lachlan K. Murdoch Executive Director and Senior Executive News Corp.
Vice President of News Corp.; Chairman and
Director of Queensland Press Limited;
Director, Chairman, and Chief Executive of
News Limited; Deputy Chairman of STAR TV;
Director of Beijing PDN Xinren Information
Technology Company Ltd; Director of FOXTEL
Management Pty Ltd.;
2 Holt Street
Sydney, New South Wales 2010
Australia
Thomas J. Perkins Non Executive Director of News Corp.; Kleiner Perkins
Senior Partner at Kleiner Perkins Caufield
& Byers ("Kleiner Perkins"); Director of
Compaq Computer Corporation;
4 Embarcadero Center
Suite 3520
San Francisco, CA 94111
Bert C. Roberts, Jr. Non Executive Director of News Corp.; MCI
Chairman of MCI Worldcom, Inc. ("MCI");
1801 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
Stanley S. Shuman Non Executive Director of News Corp.; Allen & Company
Executive Vice President and Managing
Director of Allen & Company Incorporated
("Allen & Company"); Director of NAI;
Director of Bayou Steel Corporation;
711 Fifth Avenue
New York, New York 10176
</TABLE>
Page 24 of 28 Pages
<PAGE>
<TABLE>
<S> <C> <C>
Arthur M. Siskind Executive Director, Senior Executive Vice News Corp.
President and Group General Counsel of
News Corp.; Director of BSkyB; Director
and Executive Vice President of NAI;
Director, Senior Executive Vice President
and General Counsel of Fox Entertainment
Group, Inc.; Director of STAR TV; Director
and Senior Executive Vice President of
Holdings; Director of BSkyB;
1211 Avenue of the Americas
New York, New York 10036
</TABLE>
Page 25 of 28 Pages
<PAGE>
Exhibit 10.8
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") the
Page 26 of 28 Pages
<PAGE>
undersigned will not, and will cause each of its subsidiaries and Controlled
Related Parties (as defined in the Stockholder Agreement) not to, purchase of
record or beneficially any securities of Gemstar.
3. Restriction on Transfer. During the Restricted Period, except
-----------------------
for transfers to Liberty Media Corporation 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 bone 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,
Page 27 of 28 Pages
<PAGE>
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 both The News Corporation Limited and
TVG Holdings, Inc., except that with respect to Section 4, "undersigned" shall
mean only TVG Holdings, 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,
THE NEWS CORPORATION LIMITED
By: /s/ Arthur M. Siskind
--------------------------
Name: Arthur M. Siskind
Title:
TVG HOLDINGS, INC.
By: /s/ Lawrence A. Jacobs
--------------------------
Name: Lawrence A. Jacobs
Title:
ACCEPTED:
GEMSTAR INTERNATIONAL GROUP LIMITED
By: /s/ Henry C. Yuen
--------------------------------
Name: Henry C. Yuen
Title:
Page 28 of 28 Pages
