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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
VIDEO UPDATE, INC.
(Name of Issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE/CLASS B COMMON STOCK, $.01 PAR VALUE**
(Title of Class of Securities)
926 57 V-10-4/NO # HAS BEEN ISSUED
(CUSIP Numbers)
* 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).
** There are 5 stockholders holding an aggregate of 2,000,000 shares and the
Company's counsel acts as transfer agent for the Class B shares. The Class B
Common Stock has five votes per share and the Class A Common Stock has one vote
per share on all matters upon which stockholders may vote.
Page 1 of 5 pages
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CUSIP NOS. 926 57 V-10-4/ NONE ISSUED 13G PAGE 2 OF 5
- ------- ------------------------------------------------------------------------
1 NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION Nos. OF ABOVE PERSON
Entities Only)
Daniel A. Potter
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE Instructions)
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ------------------ ------ ------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF
570,000 Class A/1,086,759 Class B (includes 39,515
shares of Class B Common Stock held in custodial
SHARES accounts for Mr. Potter's children and 300,000 shares
of Class A Common Stock that Mr. Potter has a right to
acquire pursuant to the exercise of stock options,
such right vesting one-third annually commencing in
October, 1997)
------ ----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
------ ------------------------------------------------------
7 SOLE DISPOSITIVE POWER
REPORTING
570,000 Class A/1,086,759 Class B (includes 39,515
shares of Class B Common Stock held in custodial
PERSON accounts for Mr. Potter's children and 300,000 shares
of Class A Common Stock that Mr. Potter has a right to
acquire pursuant to the exercise of stock options,
such right vesting one-third annually commencing in
October, 1997)
------ ------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
570,000 Class A/1,086,759 Class B (includes 39,515 shares of Class B
Common Stock held in custodial accounts for Mr. Potter's children and
300,000 shares of Class A Common Stock that Mr. Potter has a right to
acquire pursuant to the exercise of stock options, such right vesting
one-third annually commencing in October, 1997)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_|
(SEE Instructions)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.1% of Class A/54.3% of Class B (21.1% ownership with weighted voting
rights, Class B has five votes for each share and Class A has one vote
for each share)
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12 TYPE OF REPORTING PERSON (SEE Instructions)
IN
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Page 2 of 5 pages
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Item 1(a) NAME OF ISSUER:
---------------
VIDEO UPDATE, INC.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL OFFICES:
--------------------------------------
3100 WORLD TRADE CENTER
30 EAST SEVENTH STREET
ST. PAUL, MINNESOTA 55101
Item 2(a) NAME OF PERSON FILING:
----------------------
DANIEL A. POTTER
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE,
RESIDENCE:
-------------------------------------------------
3100 WORLD TRADE CENTER
30 EAST SEVENTH STREET
ST. PAUL, MINNESOTA 55101
Item 2(c) CITIZENSHIP:
------------
UNITED STATES OF AMERICA
Item 2(d) TITLE OF CLASS OF SECURITIES:
-----------------------------
CLASS A COMMON STOCK/CLASS B COMMON STOCK
Item 2(e) CUSIP NUMBERS:
--------------
926 57 V-10-4/NONE ISSUED
Item 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES
13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON
FILING IS A:
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NOT APPLICABLE
Item 4 OWNERSHIP:
----------
(a) Amount Beneficially Owned: 570,000 SHARES OF
CLASS A COMMON STOCK/1,086,759 SHARES OF CLASS B
COMMON STOCK (INCLUDES AN AGGREGATE OF 39,515 SHARES
OF CLASS B COMMON STOCK HELD IN CUSTODIAL ACCOUNTS
FOR MR. POTTER'S CHILDREN). THE SHARES DISCLOSED AS
BENEFICIALLY OWNED INCLUDE 300,000 SHARES OF CLASS A
COMMON STOCK THAT MR. POTTER HAS THE RIGHT TO ACQUIRE
PURSUANT TO
Page 3 of 5 pages
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THE EXERCISE OF OPTIONS GRANTED TO MR. POTTER UNDER
THE VIDEO UPDATE 1996 STOCK OPTION PLAN. THE OPTIONS
GRANTED TO MR. POTTER VEST ONE-THIRD ANNUALLY, SUCH
THAT MR. POTTER HAS THE RIGHT TO ACQUIRE 100,000
SHARES OF CLASS A COMMON STOCK COMMENCING IN OCTOBER,
1997 AND AN ADDITIONAL 100,000 SHARES COMMENCING IN
OCTOBER, 1998 AND OCTOBER, 1999.
(b) Percent of Class: 3.1% OF CLASS A/54.3% OF CLASS
B (21.1% OWNERSHIP WITH WEIGHTED VOTING RIGHTS, CLASS
B HAS FIVE VOTES FOR EACH SHARE AND CLASS A HAS ONE
VOTE FOR EACH SHARE)
(c) Number of shares as to which such persons has:
(i) sole power to vote or to direct the vote:
570,000 CLASS A/1,086,759 CLASS B (INCLUDES
39,515 SHARES OF CLASS B COMMON STOCK HELD IN
CUSTODIAL ACCOUNTS FOR MR. POTTER'S CHILDREN
AND 300,000 SHARES OF CLASS A COMMON STOCK
THAT MR. POTTER HAS A RIGHT TO ACQUIRE
PURSUANT TO THE EXERCISE OF STOCK OPTIONS,
SUCH RIGHT VESTING ONE-THIRD ANNUALLY,
COMMENCING IN OCTOBER, 1997).
(ii) shared power to vote or to direct the
vote: 0
(iii) sole power to dispose or to direct the
disposition of:
570,000 CLASS A/1,086,750 CLASS B (INCLUDES
39,515 SHARES OF CLASS B COMMON STOCK HELD IN
CUSTODIAL ACCOUNTS FOR MR. POTTER'S CHILDREN
AND 300,000 SHARES OF CLASS A COMMON STOCK
THAT MR. POTTER HAS A RIGHT TO ACQUIRE
PURSUANT TO THE EXERCISE OF STOCK OPTIONS,
SUCH RIGHT VESTING ONE-THIRD ANNUALLY,
COMMENCING IN OCTOBER, 1997).
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
--------------------------------------------
If this statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five
percent of the class of securities, check the
following |X|.
MR. POTTER IS THE BENEFICIAL OWNER OF FIVE PERCENT OR
LESS OF THE CLASS A COMMON STOCK.
Page 4 of 5 pages
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Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
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NOT APPLICABLE
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
-----------------------------------------------------
NOT APPLICABLE
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
-----------------------------------------------------
NOT APPLICABLE
Item 9 NOTICE OF DISSOLUTION OF GROUP.
------------------------------
NOT APPLICABLE
Item 10 CERTIFICATION.
NOT APPLICABLE
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.
FEBRUARY 9, 1998
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Date
/S/ DANIEL A. POTTER
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Signature
DANIEL A. POTTER/CHIEF EXECUTIVE OFFICER
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Name/Title
Page 5 of 5 pages
