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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. 4)*
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, 1999
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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) [ ]
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ------------------- ------ -----------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 1,626,120 shares (consisting of (a) 1,289,173 shares
of Class A Common Stock, (b) 36,947 shares of Class A
SHARES Common Stock held in custodial accounts for Mr.
Potter's children and (c) 300,000 options to purchase
Class A Common Stock exercisable as of 60 days from
December 31, 1999.)
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
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7 SOLE DISPOSITIVE POWER
REPORTING
1,626,120 shares (consisting of (a) 1,289,173 shares
PERSON 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) 300,000 options to purchase
Class A Common Stock exercisable as of 60 days from
December 31, 1999.)
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WITH 8 SHARED DISPOSITIVE POWER
0
- ------------------- ------ -----------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,626,120 shares (consisting of (a) 1,289,173 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) 300,000 options to purchase
Class A Common Stock exercisable as of 60 days from December 31, 1999.)
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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)
5.49 %
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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
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3100 World Trade Center
30 East Seventh Street
St. Paul, Minnesota 55101
Item 2(a). Name of Person Filing
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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:
1,626,120 shares (consisting of (a) 1,289,173 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) 300,000
options to purchase Class A Common Stock exercisable as of 60 days
from December 31, 1999.)
(b) Percent of Class:
5.49 %
(c) Number of shares as to which such persons has:
(i) sole power to vote or to direct the vote:
1,626,120 shares (consisting of (a) 1,289,173 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) 300,000
options to purchase Class A Common Stock exercisable as of 60 days
from December 31, 1999.)
(ii) shared power to vote or to direct the vote:
-0-
(iii) sole power to dispose or to direct the disposition of:
1,626,120 shares (consisting of (a) 1,289,173 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) 300,000
options to purchase Class A Common Stock exercisable as of 60 days
from December 31, 1999.)
(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.
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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 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 Acquired
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the Security Being Reported on by the Parent 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.
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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 will be
Page 5 of 7 Pages
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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 9, 2000
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Signature: /s/ Daniel A. Potter
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Name: Daniel A. Potter
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Page 7 of 7 Pages
