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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. 3 )*
VIDEO UPDATE, INC.
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(Name of Issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
92657V-10-4
--------------
(CUSIP Number)
December 31, 1998
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c) (Amendment filed pursuant to Rule 13d-2(b))
[ ] Rule 13d-1(d)
*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 1 of 7 pages
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- ------------------------------ ------------------------------
CUSIP No. 92657V-10-4 Page 2 of 7 Pages
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- ------------------------------ 13G ------------------------------
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (Entities only)
Daniel A. Potter
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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 1,516,120 shares (consisting of (a) 1,279,173 shares of
Class A Common Stock, (b) 36,947 shares of Class A Common
SHARES Stock held in custodial accounts for Mr. Potter's children
and (c) 200,000 options to purchase Class A Common Stock
exercisable as of 60 days from December 31, 1998.)
---- ----------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
---- ----------------------------------------------------------
7 SOLE DISPOSITIVE POWER
REPORTING
1,516,120 shares (consisting of (a) 1,279,173 shares of
PERSON Class A Common Stock, (b) 36,947 shares of Class A Common
Stock held in custodial accounts for Mr. Potter's children
and (c) 200,000 options to purchase Class A Common Stock
exercisable as of 60 days from December 31, 1998.)
---- ----------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
0
- ------- ------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,516,120 shares (consisting of (a) 1,279,173 shares of Class A Common
Stock, (b) 36,947 shares of Class A Common Stock held in custodial
accounts for Mr. Potter's children and (c) 200,000 options to purchase
Class A Common Stock exercisable as of 60 days from December 31, 1998.)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1 %
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12 TYPE OF REPORTING PERSON
IN
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Page 2 of 7 pages
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Item 1(a). Name of Issuer
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Video Update, Inc.
Item 1(b). Address of Issuer's Principal Office
------------------------------------
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
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c/o Video Update, Inc.
3100 World Trade Center
30 East Seventh Street
St. Paul, Minnesota 55101
Item 2(c). Citizenship
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United States of America
Item 2(d). Title of Class of Securities
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Class A Common Stock, par value $.01 per share
Item 2(e). CUSIP Number
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92657V-10-4
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(a)[ ] Broker or dealer registered under Section 15 of the
Exchange Act
(b)[ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)[ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d)[ ] Investment company registered under Section 8 of the
Investment Company Act.
(e)[ ] Investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f)[ ] Employee benefit plan, or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g)[ ] Parent holding company or control person, in accordance
with Rule 13d-1(b)(1)(ii)(G).
(h)[ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i)[ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
Page 3 of 7 pages
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(j)[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check
this box [x].
This statement is an amendment filed pursuant to Rule
13d-2(b).
Item 4. Ownership
---------
Provide the following information regarding the aggregate
number and percentage of the class of the securities of the
issuer identified in Item 1.
(a) Amount Beneficially Owned:
1,516,120 shares (consisting of (a) 1,279,173 shares of
Class A Common Stock, (b) 36,947 shares of Class A Common
Stock held in custodial accounts for Mr. Potter's children
and (c) 200,000 options to purchase Class A Common Stock
exercisable as of 60 days from December 31, 1998.)
(b) Percent of Class:
5.1 %
(c) Number of shares as to which such persons has:
(i) sole power to vote or to direct the vote:
1,516,120 shares (consisting of (a) 1,279,173 shares of
Class A Common Stock, (b) 36,947 shares of Class A Common
Stock held in custodial accounts for Mr. Potter's children
and (c) 200,000 options to purchase Class A Common Stock
exercisable as of 60 days from December 31, 1998.)
(ii) shared power to vote or to direct the vote:
-0-
(iii) sole power to dispose or to direct the
disposition of:
1,516,120 shares (consisting of (a) 1,279,173 shares of
Class A Common Stock, (b) 36,947 shares of Class A Common
Stock held in custodial accounts for Mr. Potter's children
and (c) 200,000 options to purchase Class A Common Stock
exercisable as of 60 days from December 31, 1998.)
(iv) shared power to dispose or to direct the
disposition of:
-0-
Page 4 of 7 pages
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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 [ ].
Inapplicable
Item 6. Ownership of More than Five Percent on Behalf of Another
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Person.
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If any other person is known to have the right to
receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should
be included in response to this item and, if such
interest relates to more than five percent of the
class, such person should be identified. A listing
of the shareholders of an investment company
registered under the Investment Company Act of 1940
or the beneficiaries of employee benefit plan,
pension fund or endowment fund is not required.
Inapplicable
Item 7. Identification and Classification of the Subsidiary Which
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Acquired the Security Being Reported on by the Parent
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Holding Company.
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If a parent holding company has filed this
schedule, pursuant to Rule 13d-1(b)(ii)(G), so
indicate under Item 3(g) and attach an exhibit
stating the identity and Item 3 classification of
the relevant subsidiary. If a parent holding
company has filed this schedule pursuant to Rule
13d-1(c), attach an exhibit stating the
identification of the relevant subsidiary.
Inapplicable
Item 8. Identification and Classification of Members of the Group.
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If a group has filed this schedule, pursuant to
Rule 13d-1(b)(1)(ii)(J), so indicate under Item
3(h) and attach an exhibit stating the identity and
Item 3 classification of each member of the group.
If a group has filed this schedule pursuant to Rule
13d-1(d), attach an exhibit stating the identity of
each member of the group.
Inapplicable
Item 9. Notice of Dissolution of Group.
-------------------------------
Notice of dissolution of a group may be furnished
as an exhibit stating the date of the dissolution
and that all further filings with respect to
transactions in the security reported on
Page 5 of 7 pages
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will be filed, if required, by the members of the group, in
their individual capacity. (See Item 5.)
Inapplicable
Item 10. Certification.
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By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were not acquired and are not held for the
purpose of or with the effect of changing or
influencing the control of the issuer of the
securities and were not acquired and are not held
in connection with or as a participant in any
transaction having such purposes or effect.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Page 6 of 7 pages
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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.
Date: February 12, 1999
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Signature: /s/ Daniel A. Potter
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Name/Title: Daniel A. Potter
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Page 7 of 7 pages
