UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Creative Programming and Technology Ventures, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
22528Q109
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(CUSIP Number)
Gary R. Vickers, 7900 East Union Avenue, Suite 1100, Denver, Colorado 80237
(303) 694-5326
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 29, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_| .
Check the following box if a fee is being paid with the statement / / A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities and Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 22528Q109 Page 2 of 10
1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Gary R. Vickers
2. Check the Appropriate Box if a Member of a Group (a) |X|
(b) |_|
3. SEC Use Only
4. Source of Funds
Not Applicable.
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) |_|
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
2,146,200 shares
8. Shared Voting Power
0
9. Sole Dispositive Power
980,000 shares
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,146,200 shares
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares |X|
13. Percent of Class Represented by Amount in Row (11)
51%
14. Type of Reporting Person
IN
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CUSIP No. 22528Q109 Page 3 of 10
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Gary Magness
2. Check the Appropriate Box if a Member of a Group (a) |X|
(b) |_|
3. SEC Use Only
4. Source of Funds
Not Applicable.
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) |_|
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
-0-
8. Shared Voting Power
528,000 shares
9. Sole Dispositive Power
522,250 shares
10. Shared Dispositive Power
17,000 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,146,200 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares |X|
13. Percent of Class Represented by Amount in Row (11)
51%
14. Type of Reporting Person
IN
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CUSIP No. 22528Q109 Page 4 of 10
1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above
Person
Kim Magness
2. Check the Appropriate Box if a Member of a Group (a) |X|
(b) |_|
3. SEC Use Only
4. Source of Funds
Not Applicable.
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) |_|
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
-0-
8. Shared Voting Power
522,700 shares
9. Sole Dispositive Power
519,000 shares
10. Shared Dispositive Power
3,700 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,146,200 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares |X|
13. Percent of Class Represented by Amount in Row (11)
51%
14. Type of Reporting Person
IN
<PAGE>
CUSIP No. 22528Q109 Page 5 of 10
1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above
Person
William Gladstone
2. Check the Appropriate Box if a Member of a Group (a) |X|
(b) |_|
3. SEC Use Only
4. Source of Funds
Not Applicable.
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) |_|
6. Citizenship or Place of Organization
United States of America
7. Sole Voting Power
-0-
8. Shared Voting Power
49,000 shares
9. Sole Dispositive Power
67,750 shares
10. Shared Dispositive Power
7,500 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,146,200 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares |X|
13. Percent of Class Represented by Amount in Row (11)
51%
14. Type of Reporting Person
IN
<PAGE>
CUSIP No. 22528Q109 Page 6 of 10
Item 1.
(a) Security and Issuer:
Common Stock, $.01 par value per share
Creative Programming and Technology Ventures, Inc.
7900 East Union Avenue
Suite 1100
Denver, Colorado 80237
Item 2. Identity and Background
(a) The group consists of Gary R. Vickers, Gary Magness, Kim
Magness and William Gladstone, all of whom, along with the
Issuer and GT Interactive Software Corp., are parties to a
Voting Agreement dated September 13, 1996 (the "Voting
Agreement"). Each of the following individuals are members of
the Group (collectively referred to herein as the "Group"):
Gary R. Vickers
7900 East Union Avenue
Suite 1100
Denver, Colorado 80237
Occupation - President and Chairman of the Issuer
Gary Magness
4643 South Ulster Street
Suite 1520
Denver, Colorado 80237
Occupation - Director of the Issuer and Private Investments
Kim Magness
4643 South Ulster Street
Suite 1520
Denver, Colorado 80237
Occupation - Advisor to the Issuer and Private Investments
William Gladstone
2191 San Elijo Avenue
Cardiff-by-the-Sea, California 92007
Occupation - Director of the Issuer and Private Business
(b) See response to Item 2(a), above.
(c) See response to Item 2(a), above.
(d) During the last five years, no member of the Group has been
convicted in a criminal proceeding (excluding traffic
violations and misdemeanors).
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CUSIP No. 22528Q109 Page 7 of 10
(e) During the last five years, no member of the Group has been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violations with respect to such laws.
(f) The individual members of the Group are United States Citizens.
Item 3. Source and Amount of Funds or Other Consideration
Not Applicable. See Item 4.
Item 4. Purpose of Transaction
The Purpose of the Voting Agreement is to provide that each member of
the Group shall vote those shares over which he has sole voting and dispositive
power in favor of the approval of the sale of a significant amount of the
Issuer's assets at a special meeting of the Issuer's shareholders to be held on
or before December 31, 1996. The members of the Group did not acquire any
securities of the Issuer in connection with or in anticipation of the Voting
Agreement or the transactions contemplated thereby.
Messrs. Gary and Kim Magness and William Gladstone granted Gary R.
Vickers irrevocable proxies to vote their shares of the Registrant's voting
stock in the event Messrs. Gary and Kim Magness and William Gladstone are unable
to attend the shareholders' meeting scheduled for November 15, 1996. In
addition, Mr. Vickers received proxies to vote shares held in the name of Mr.
Kim Magness' wife, and Mr. Gary Magness' wife and minor child. The proxies
granted to Mr. Vickers by Gary and Kim Magness Shelly Magness, Chelsea Magness,
and Renee Magness expires 120 days after October 29, 1996; the proxy granted by
Mr. Gladstone, expires on December 31, 1996.
Other than as described in the preceding paragraph, no member of the
Group has any 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 except
that members of the group may, in their discretion, purchase
stock of the Issuer in the open market or in private
transactions;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries, although certain members of the group may
propose transactions to the Board of Directors of the Issuer
as appropriate;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries, although certain members of
the group may propose transactions to the Board of Directors
of the Issuer as appropriate;
(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the
number of term of directors or to fill any existing vacancies
on the board, except that any member of the group may propose
persons to the Board of Directors to fill any existing
vacancies;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
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CUSIP No. 22528Q109 Page 8 of 10
(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) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or cease 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 Securities Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in the Securities of the Issuer
(a) Due to the Voting Agreement and pursuant to Rule 13d-5(b)(1),
each member of the Group is deemed to beneficially own all of
the shares over which each other member of the Group has sole
voting and dispositive power. Pursuant to Rule 13d-4, each
member of the Group expressly declares that the filing of this
statement shall not be construed as an admission that such
member of the Group is, for purposes of Section 13(d) of the
Securities Act of 1933, as amended, the beneficial owner of
any securities covered by this statement nor is the Group the
beneficial owner of any shares over which any member of the
Group shares voting and/or dispositive power.
Beneficial ownership of the shares reported herein by each
member of the Group is as follows:
Gary R. Vickers. 2,146,200 shares or 51% of the outstanding
voting stock of the Issuer, including: (i) 491,000 shares of
common stock; (ii) 489,000 shares of Series A Convertible
Preferred Stock which is entitles to vote on a share-for-share
basis with the Issuer's common stock and is convertible into
common stock upon payment of a conversion premium of $5.40 per
share (the "Series A Convertible Preferred Stock") and (iii)
irrevocable proxies to vote shares as follows:
Person Granting Proxy Number of Shares
--------------------- ----------------
Jack A. Vickers 74,000 common stock
Gary Magness 255,500 common stock
255,500 preferred stock
Shelly Magness 12,000 common stock
Chelsea Magness 5,000 common stock
Kim Magness 263,500 common stock
255,500 preferred stock
Renee Magness 3,700 common stock
William Gladstone 41,500 common stock
Gary Magness. 511,000 shares or 15% of the outstanding common
stock of the Issuer, including 255,000 shares of common stock,
and 255,500 shares of Series A Convertible Preferred Stock.
Does not include 11,250 shares of common stock underlying
options which become exercisable on November 1, 1996 and are
not subject to the Voting Agreement. In addition, Mr. Magness
can be deemed the beneficial owner of 12,000 shares owned by
his wife and 5,000 shares owned by his daughter which are not
subject to the Voting Agreement and are not included herein.
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CUSIP No. 22528Q109 Page 9 of 10
Kim Magness. 519,000 shares or 15% of the outstanding common
stock of the Issuer, including 255,500 shares of Series A
Convertible Preferred Stock. In addition, Mr. Magness can be
deemed the beneficial owner of 3,700 shares owned by his wife
which are not subject to the Voting Agreement.
William Gladstone. 41,500 shares or 1.5% of the outstanding
common stock. Does not include 22,500 shares of common stock
underlying options which are currently exercisable or 11,250
shares of common stock underlying options which become
exercisable on November 1, 1996. The shares of common stock
underlying the options are not subject to the Voting
Agreement. In addition, Mr. Gladstone can be deemed the
beneficial owner of 7,500 shares owned by his wife which are
not subject to the Voting Agreement and are not included
herein.
(b) See Items 7 through 10 on the cover pages for each member of
the Group.
(c) See Item 3, above.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends or the proceeds from
the sale of the securities reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
See Item 3, above.
Item 7. Material to be Filed as Exhibits
(a) Voting Agreement dated September 13, 1996, by and between GT
Interactive Software Corp., Gary R. Vickers, Gary Magness, Kim
Magness, William Gladstone and Creative Programming and
Technology Ventures, Inc. (filed as a part of the original
filing).
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CUSIP No. 22528Q109 Page 10 of 10
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
October 31, 1996 /S/ GARY R. VICKERS
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Date Gary R. Vickers
October 31, 1996 /S/ GARY MAGNESS
- ---------------------------- -----------------------------
Date Gary Magness
October 31, 1996 /S/ KIM MAGNESS
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Date Kim Magness
October 29, 1996 /S/ WILLIAM GLADSTONE
- ---------------------------- -----------------------------
Date William Gladstone
