<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Gemstar -- TV Guide International, Inc.
------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
-----------------------------------------
(Title of Class of Securities)
36866W 10 6
(CUSIP Number)
Arthur M. Siskind, Esq.
The News Corporation Limited
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)
September 27, 2000
-----------------------------------------------------
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 31 pages)
___________________________
*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 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 ("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>
<TABLE>
<CAPTION>
===================================================================================================================
<S> <C>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The News Corporation Limited
-------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
-------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
-------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_|
-------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
South Australia, Australia
------------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES BENEFICIALLY OWNED BY 87,465,736 shares
EACH ---------------------------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON See Item 5(b) and Item 6.
---------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
87,465,736 shares
---------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b) and Item 6.
-------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,465,736
-------------------------------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
-------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 21.4%
-------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
===================================================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================================
<S> <C>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
K. Rupert Murdoch
-------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
-------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
-------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_]
-------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
------------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES BENEFICIALLY OWNED BY 87,465,736 shares
EACH ---------------------------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON See Item 5(b) and Item 6.
---------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
87,465,736 shares
---------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b) and Item 6.
-------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,465,736
-------------------------------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
-------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 21.4%
-------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
===================================================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================================
<S> <C>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sky Global Networks, Inc.
-------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
-------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
-------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_]
-------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES BENEFICIALLY OWNED BY 87,465,736 shares
EACH ---------------------------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON See Item 5(b) and Item 6.
---------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
87,465,736 shares
---------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b) and Item 6.
-------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,465,736
-------------------------------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
-------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 21.4%
-------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
===================================================================================================================
</TABLE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Pursuant to Section 13(d) of the Securities Exchange Act of 1934
in respect of
GEMSTAR - TV GUIDE INTERNATIONAL, INC.
This Amendment No. 1 (this "Amendment") to the Statement on Schedule 13D
(the "Statement") relates to the Common Stock, par value $.01 per share (the
"Common Stock"), of Gemstar - TV Guide International, Inc., a Delaware
corporation (the "Issuer" or "Gemstar"). This Amendment amends and supplements
the Statement originally filed on July 24, 2000, with the Securities and
Exchange Commission by The News Corporation Limited ("News Corporation"), K.
Rupert Murdoch and Sky Global Networks, Inc. ("SGN" and collectively with News
Corporation and Mr. Murdoch, the "Reporting Persons"). Unless otherwise defined
herein, capitalized terms used herein shall have the meanings ascribed thereto
in the Statement.
Item 4. Purpose of Transaction.
Item 4 is amended and restated to read in its entirety as follows:
News Corporation and Liberty Media Corporation ("Liberty") have agreed
that, subject to certain conditions, SGN and another subsidiary of News
Corporation will acquire all of the shares of the Common Stock that are
beneficially owned by Liberty, pursuant to a letter agreement dated September
27, 2000 (including the summary of proposed terms incorporated therein, the
"Letter Agreement"), a copy of which is filed as Exhibit 7(f) hereto and which
is incorporated by reference herein. In addition, Liberty has agreed that upon
the consummation of such acquisition it will cause persons designated by News
Corporation to replace Liberty's designees to the Board of Directors of the
Issuer. See Item 3 and Item 6, which are incorporated by reference herein.
Subject to the foregoing, the Reporting Persons intend to continuously
review their investment in the Issuer, and may in the future determine (i) to
acquire additional securities of the Issuer, through open market purchases and
private agreements, (ii) to dispose of all or a portion of the securities of the
Issuer owned by them in the market, in privately negotiated transactions or
otherwise or (iii) to take any other available course of action, which could
result in any of the events or circumstances referred to in the next 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 following: the Issuer's business and
prospects; other developments concerning the Issuer and their businesses
generally; other business opportunities available to the Reporting
Page 5 of 31 Pages
<PAGE>
Persons; developments with respect to the business of the Reporting Persons;
changes in law and government regulations; general economic conditions; and
market conditions, including the market price of the securities of the Issuer.
Other than as set forth herein, the Reporting Persons have no current plan
or proposal which relates to, or would result in, any of the events or
circumstances enumerated in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and restated to read in its entirety as follows:
The Reporting Persons beneficially own 87,465,736 shares of Common Stock
through SGN. Assuming 409,182,000 shares of Common Stock are outstanding as of
the date hereof, which outstanding share number is calculated based on the
number of shares of Common Stock outstanding as of July 31, 2000 as reported by
the Issuer, the Shares beneficially owned by the Reporting Persons represent
approximately 21.4% of the issued and outstanding shares of Common Stock.
Upon consummation of the transactions contemplated by the Letter Agreement,
the Reporting Persons will collectively beneficially own 87,465,736 additional
shares (approximately 21.4%) of Common Stock.
To the knowledge of the Reporting Persons, except as set forth in this
Statement, none of the Schedule 1 Persons beneficially owns any shares of Common
Stock.
Except as described in Item 6, the Reporting Persons have the sole power to
vote and dispose of all shares of Common Stock to which this Statement relates.
Except as set forth in this Statement, no transactions have been effected
by the Reporting Persons during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 is amended and restated to read in its entirety as follows:
The arrangements described below exist with respect to the Common Stock.
BYLAWS OF THE ISSUER
Pursuant to the bylaws of the Issuer (the "Bylaws"), the Issuer's Board of
Directors (the "Board") consists of 12 directors, six of which are TVG Directors
(as such term is defined in the Bylaws). Two of the TVG Directors are TVG
Independent Directors (as such term is defined in the Bylaws). Prior to the
Merger, TVG designated the six TVG Directors. The other six directors on the
Board were designated by the Board prior to the Merger. Pursuant to the Bylaws
(and as described in greater detail below):
(1) two of the four members of the Board's Executive Committee are TVG
Directors;
Page 6 of 31 Pages
<PAGE>
(2) two of the five members of the Board's Compensation Committee are
Independent Directors (as such term is defined in the Bylaws) selected by the
TVG Director Committee (as such term is defined in the Bylaws);
(3) two of the three members of the Board's Special Committee are TVG
Directors;
(4) two of the four members of the Board's Audit Committee are TVG
Directors;
(5) there shall be a TVG Director Committee of the Board comprised of all
of the TVG Directors who are not the TVG Independent Directors.
Pursuant to the Stockholders' Agreement (defined below), the Reporting
Persons will be able to appoint three of the TVG Directors and has appointed
three of the existing TVG Directors. The three TVG Directors appointed by the
Reporting Persons are: (a) Joachim Kiener, co-President, co-Chief Operating
Officer and a member of the Office of the Chief Executive of the Issuer, who
serves as a TVG Director on the Executive Committee, the Special Committee and
the TVG Director Committee, (b) Chase Carey, Executive Director and Co-Chief
Operating Officer of News Corporation, who serves as a TVG Director on the
Compensation Committee and the TVG Director Committee and (c) Nicholas
Donatiello, Jr., who is a TVG Independent Director and serves on the Audit
Committee.
Vacancies. Vacancies on the Board will be filled by the majority vote of
---------
the directors present and voting at a meeting of the Board duly called and held
at which a quorum is present or by unanimous written consent of the directors.
However, expiring directorships or vacancies on the Board will be filled by the
GS Director Committee (as such term is defined in the Bylaws), in the case of
the directors designated by the Board prior to the Merger and their successors,
and by the TVG Director Committee, in the case of the TVG Directors and their
successors, until the fifth anniversary of the completion of the Merger.
Chairman. Until the earlier of the fifth anniversary of the completion of
--------
the Merger and the date Mr. Yuen ceases to be Chief Executive Officer of
Gemstar, Mr. Yuen will be Chairman of the Board so long as he is a director.
Thereafter, until the third annual Board meeting following (1) the date Mr. Yuen
ceases to be Chief Executive Officer of Gemstar or, if later, (2) the fifth
anniversary of the completion of the Merger, the Chairman of the Board will be
elected by a majority vote or unanimous written consent of TVG Directors or
their successors.
Tie Votes. Except for the matters delegated to the Compensation Committee,
---------
the Audit Committee or the Special Committee of the Board, matters identified in
the Bylaws as "fundamental decisions" and matters that require approval by
supermajority vote of stockholders, if a matter is brought before the Board and
if there is a tie vote with respect to such matter, then the exclusive power to
approve or disapprove that matter will generally be exercised by the Tie-
breaking Committee of the Board (of which Mr. Yuen will be the sole member)
until the earlier of the fifth anniversary of the completion of the Merger and
the date Mr. Yuen ceases to be Chief Executive Officer of Gemstar. Thereafter,
until the third annual Board meeting following (1) the date Mr. Yuen ceases to
be Chief Executive Officer of Gemstar or, if later, (2) the fifth anniversary of
the completion of the Merger, the TVG Director Committee will generally have the
ability to resolve tie votes.
Page 7 of 31 Pages
<PAGE>
Notwithstanding the foregoing, no committee of directors will have the
power to resolve a tie vote of the Board until the fifth anniversary of the
completion of the Merger if Mr. Yuen ceases to be Chief Executive Officer of
Gemstar because of his death or disability.
Committees. The Board has the following committees:
----------
(1) The Executive Committee: The Executive Committee consists of four
-----------------------
directors and acts by majority vote of the quorum which is present or by
unanimous written consent. The members of the Executive Committee include each
of the following who are directors: the Chief Executive Officer; the Chief
Financial Officer (but if the Chief Financial Officer is not a director selected
by the Board prior to the Merger or a successor to such director, then, until
the earlier of the fifth anniversary of the completion of the Merger and the
date Mr. Yuen ceases to be Chief Executive Officer of Gemstar, a director
designated by the GS Director Committee or a successor to such director will be
a member of the Executive Committee instead of the Chief Financial Officer); and
two TVG Directors. The Executive Committee will have, to the extent permitted
by law, and until the third annual Board meeting following (1) the date Mr. Yuen
ceases to be Chief Executive Officer of Gemstar or, if later, (2) the fifth
anniversary of the completion of the Merger, all powers of the Board with
respect to matters related to the operations of Gemstar and its subsidiaries
between Board meetings, except: as otherwise determined by the Board; with
respect to any matter that is delegated to a different committee of directors;
with respect to matters itemized in the Bylaws as "fundamental decisions" or
that require approval by supermajority vote of stockholders; or with respect to
(1) any acquisition by Gemstar or any person controlled by Gemstar of any
business or assets if the amount involved exceeds $25 million, (2) any sale,
lease, exchange or other disposition, pledge or encumbrance of assets or of all
or a part of any business of Gemstar or any person controlled by Gemstar if the
amount involved exceeds $25 million, and (3) the incurrence by Gemstar or any
person controlled by Gemstar of indebtedness in excess of $50 million in any
fiscal year. If a matter is brought before the Executive Committee and if there
is a tie vote with respect to such matter, then the exclusive power to approve
or disapprove that matter will generally be exercised by the Tie-breaking
Committee (of which Mr. Yuen will be the sole member) until the earlier of the
fifth anniversary of the completion of the Merger and the date Mr. Yuen ceases
to be Chief Executive Officer of Gemstar. Thereafter, until the third annual
Board meeting following (1) the date Mr. Yuen ceases to be Chief Executive
Officer of Gemstar or, if later, (2) the fifth anniversary of the completion of
the Merger, the TVG Director Committee will generally have the ability to
resolve tie votes. Notwithstanding the foregoing, no committee of directors will
have the power to resolve a tie vote of the Executive Committee until the fifth
anniversary of the completion of the Merger if Mr. Yuen ceases to be Chief
Executive Officer of Gemstar because of his death or disability. Only the Chief
Executive Officer of Gemstar may call a meeting of the Executive Committee until
the earlier of the fifth anniversary of the completion of the Merger and the
date Mr. Yuen ceases to be Chief Executive Officer of Gemstar. Thereafter, the
Chief Executive Officer or any two members of the Executive Committee may call a
meeting.
(2) The Compensation Committee: The Compensation Committee consists of
--------------------------
five directors and acts by majority vote of all its members or by unanimous
written consent. The members of the Compensation Committee include two
Independent Directors (as defined in the Bylaws) designated by the Board prior
to the Merger and their successors, two TVG Directors who are Independent
Directors and the Chief Executive Officer of Gemstar (provided he or she is a
director). The Chief Executive Officer of Gemstar is the chairman of the
Compensation Committee. Except with respect to matters itemized in the Bylaws
as "fundamental decisions" or
Page 8 of 31 Pages
<PAGE>
that require approval by supermajority vote of stockholders, the Compensation
Committee is empowered to make all decisions with respect to the compensation
and other terms of employment of any executive officer of Gemstar or any of its
subsidiaries, or any other officer or employee of Gemstar or any of its
subsidiaries. Notwithstanding the foregoing, unless otherwise determined by at
least seven of the twelve directors, the Compensation Committee's authority to
grant stock options or other stock based compensation is limited, on a
cumulative basis from the completion of the Merger, to 2% of the outstanding
shares of Common Stock on a fully diluted basis immediately after the completion
of the Merger. Further, not more than 1% of the outstanding shares of Common
Stock on a fully diluted basis immediately after the completion of the Merger
may be granted, awarded or issued in the aggregate to officers of Gemstar or any
person controlled by Gemstar who directly report to the Chief Executive Officer.
(3) The Special Committee: The Special Committee consists of three members
---------------------
and acts by majority vote of all its members or by unanimous written consent
other than with respect to matters itemized in the Bylaws as "fundamental
decisions" or that require approval by supermajority vote of stockholders. The
members of the Special Committee include the Chief Executive Officer (provided
he or she is a director) and two TVG Directors or their successors. The Special
Committee will have authority to determine matters related to the relationship
between Gemstar and "service providers" as contemplated by the Bylaws.
(4) The Audit Committee: The Audit Committee consists of four members and
-------------------
will act by majority vote of all its members or by unanimous written consent and
has all powers normally accorded to an audit committee other than with respect
to matters itemized in the Bylaws as "fundamental decisions" or that require
approval by supermajority vote of stockholders. The members of the Audit
Committee include the Chief Financial Officer, one GS Independent Director (as
such term is defined in the Bylaws) and the two TVG Independent Directors.
(5) The GS Director Committee: The GS Director Committee consists of all
-------------------------
GS Directors other than the GS Independent Directors and acts by majority vote
of all its members or by unanimous written consent. The GS Director Committee
has the right to: appoint the Chairman of the Board (which will be Mr. Yuen so
long as he is a director) until the earlier of the fifth anniversary of the
completion of the Merger and the date Mr. Yuen ceases to be Chief Executive
Officer of Gemstar; nominate directors to fill expiring directorships held by GS
Directors until the fifth anniversary of the completion of the Merger; and fill
vacancies with respect to the directorships held by GS Directors until the fifth
anniversary of the completion of the Merger. The Board may not dissolve the GS
Director Committee or modify its duties or composition without the approval of
at least ten of the twelve members of the Board until the earlier of the fifth
anniversary of the completion of the Merger and the date Mr. Yuen ceases to be
Chief Executive Officer of Gemstar. If Mr. Yuen should cease being the Chief
Executive Officer before the fifth anniversary of the completion of the Merger
as a result of his death or disability, then until the fifth anniversary of the
completion of the Merger the Board may dissolve the GS Director Committee or
modify its duties or composition with the approval of nine of the twelve members
of the Board.
(6) The TVG Director Committee: The TVG Director Committee consists of all
--------------------------
TVG Directors other than the TVG Independent Directors and acts by majority vote
of all its members or by unanimous written consent. The TVG Director Committee
will have the right to: nominate directors to fill expiring directorships held
by TVG Directors
Page 9 of 31 Pages
<PAGE>
until the fifth anniversary of the completion of the Merger; fill vacancies with
respect to the directorships held by TVG Directors until the fifth anniversary
of the completion of the Merger; and resolve tie votes of the Board and
Executive Committee as described above. The Board may not dissolve the TVG
Director Committee or modify its duties or composition without the approval of
at least ten of the twelve members of the Board until the third annual board of
directors' meeting following (1) the date Mr. Yuen ceases to be Chief Executive
Officer of Gemstar or, if later, (2) the fifth anniversary of the completion of
the Merger.
(7) The Tie-breaking Committee: The Tie-breaking Committee consists of Mr.
--------------------------
Yuen as Chairman of the Board and will exist until the earlier of the fifth
anniversary of the completion of the Merger and the date Mr. Yuen ceases to be
Chief Executive Officer of Gemstar. During such time, the Tie-breaking
Committee will have the power to resolve tie votes of the Board and the
Executive Committee as described above. During such time, the Board may not
dissolve the Tie-breaking Committee or modify its duties or composition.
Quorum. A majority of the total number of Board members will constitute a
------
quorum, except that six of the twelve Board members will constitute a quorum at
a duly called Board meeting where either all GS Directors or all TVG Directors
fail to attend such meeting.
Voting. Generally, directors present at any meeting at which a quorum is
------
present may act by majority vote. However, matters itemized in the Bylaws as
"fundamental decisions" will require the approval of at least seven of the
twelve Board members and certain other matters require the approval of at least
nine of the twelve Board members.
Executive Officers. Henry C. Yuen will be Chief Executive Officer of
------------------
Gemstar for five years after the completion of the Merger unless he earlier dies
or resigns or his employment is terminated for disability as permitted by, or
for "cause" within the meaning of, his existing employment agreement. Until the
earlier of the fifth anniversary of the completion of the Merger and the date
Mr. Yuen ceases to be Chief Executive Officer of Gemstar, Mr. Yuen will be
Chairman of the Board so long as he is a director of Gemstar.
The foregoing discussion of the Bylaws is qualified in its entirety by
reference to the complete text of the Bylaws, which is incorporated by reference
herein.
STOCKHOLDERS' AGREEMENT AMONG SIGNIFICANT STOCKHOLDERS
Pursuant to a Stockholders' Agreement, dated as of October 4, 1999 (the
"Stockholders' Agreement") which became effective on July 12, 2000, by and among
News Corporation, Liberty Media Corporation ("Liberty"), Henry Yuen (the Chief
Executive Officer of the Issuer) and the Issuer, News Corporation entered into
the agreements with respect to the Common Stock described below. The description
of the Stockholders' Agreement is subject to and qualified in its entirety by
reference to the full text of the Stockholders' Agreement which is an exhibit to
this Statement and is incorporated by reference herein. The Reporting Persons
disclaim beneficial ownership of those securities of the Issuer beneficially
owned by Liberty and Mr. Yuen.
Directors: Pursuant to the Stockholders' Agreement, Henry C. Yuen and
---------
designees of Mr. Yuen, Liberty and News Corporation have agreed (1) to vote for,
or to use their best efforts to cause their respective designees on the Board to
vote for, Mr. Yuen's election as a director and appointment as Chairman of the
Board and Chief Executive Officer until the earlier of the fifth anniversary of
the completion of the Merger and the date Mr. Yuen ceases to be Chief Executive
Officer of the Issuer other than as a result of his termination without cause
and (2) to vote for the election to the Board of five other persons (including
two independent directors) designated by Mr. Yuen until the earlier of the fifth
anniversary of the completion of the Merger and the date Mr. Yuen ceases to be
Chief Executive
Page 10 of 31 Pages
<PAGE>
Officer of the Issuer other than as a result of his termination without cause,
provided that if Mr. Yuen should die or become disabled during such five-year
period Liberty and News Corporation have each agreed, for the remainder of the
five-year period, to continue to vote for the election to the Board of the
directors formerly designated by Mr. Yuen or their successors (including Mr.
Yuen's successor) and to vote against their removal except for cause.
For so long as Liberty and News Corporation are committed to vote for Mr.
Yuen and his designees, Mr. Yuen has agreed to vote his shares of Common Stock
for the election to the Board of three designees of Liberty (including one
independent director) and three designees of News Corporation (including one
independent director).
Each of Liberty's and News Corporation's right to designate directors
generally shall be reduced by one director upon the transfer of 90% or more of
its respective shares of Common Stock, but if the transfer of any of such shares
is from one to the other then the total number of directors Liberty and News
Corporation have the right to designate will not be reduced. Liberty and News
Corporation have the right to allocate designees to the Board between one
another as they may agree in connection with any transfer of shares among
Liberty, News Corporation and their respective controlled related parties.
Officers:
--------
Henry C. Yuen. Liberty and News Corporation will use their respective best
-------------
efforts to cause their designees to the Board to vote for Mr. Yuen's election as
Chairman of the Board and Chief Executive Officer of Gemstar during the five-
year period following the completion of the Merger and against any removal or
diminution of Mr. Yuen's responsibilities during such period (provided that the
Issuer does not have the right to terminate Mr. Yuen's employment for disability
pursuant to his employment agreement or that "cause," within the meaning of his
employment agreement, does not exist for termination of such employment).
Elsie Ma Leung. Liberty and News Corporation will use their respective best
--------------
efforts to cause their designees to the Board to vote for the election of Elsie
Ma Leung (and any successors to her offices) as co-President, co-Chief Operating
Officer, a member of the Office of the Chief Executive and Chief Financial
Officer of the Issuer during the five-year period following the completion of
the Merger and against any removal or diminution of Ms. Leung's responsibilities
during such period (provided that "cause," within the meaning of Mr. Yuen's
employment agreement, does not exist for termination of such employment).
Joachim Kiener and Peter C. Boylan III. Mr. Yuen will vote, and will use
--------------------------------------
his best efforts to cause his designees to the Board to vote, for the election
of Joachim Kiener and Peter C. Boylan III (and the successors to their
respective offices) as co-Presidents and co-Chief Operating Officers of the
Issuer and as members of the Office of the Chief Executive during the five-year
period following the completion of the Merger and against any removal or
diminution of their responsibilities during such period (provided that "cause,"
within the meaning of Mr. Yuen's employment agreement, does not exist for
termination of such employment).
Page 11 of 31 Pages
<PAGE>
Standstill: Each of Mr. Yuen, Liberty and News Corporation agree, provided
----------
that their respective designees to the Board continue to be elected and
appointed directors, that until the earlier of the fifth anniversary of the
completion of the Merger and the date Mr. Yuen ceases to be Chief Executive
Officer of Gemstar other than as a result of his termination without cause, they
will not:
(1) make a public offer to acquire all or part of the Issuer, except in
certain cases where another unaffiliated person has made an offer for a
comparable percentage of the Issuer;
(2) solicit proxies for the election of directors or make any stockholder
proposal, except in certain cases;
(3) act in concert with other stockholders or become a group within the
meaning of applicable rules of the Securities and Exchange Commission, other
than with each other and parties controlled by each other and except in
connection with making a permitted competing offer for the Issuer;
(4) transfer shares of Common Stock to any person who would, to the
knowledge of such party, be an "Acquiring Person" within the meaning of the
Issuer's rights agreement (i.e., a person whose ownership of Common Stock is
such as to cause the share purchase rights issued under the rights agreement to
become exercisable); or
(5) seek to challenge the legality of the foregoing provisions of the
Stockholders' Agreement.
Registration Rights: At any time after the date which is six months after
-------------------
July 12, 2000 and before the tenth anniversary of July 12, 2000, either Liberty
or News Corporation (or transferees of their Common Stock) may request that the
Issuer effect a registration of all or part of their shares of Common Stock.
The Issuer will not be required to effect a demand registration unless the
aggregate number of shares of Common Stock demanded to be registered is at least
1% of the number of shares of Common Stock then outstanding, in which case the
Issuer must use all commercially reasonable efforts to cause a registration
statement to become effective for the sale of such shares.
Notwithstanding the foregoing, the Issuer will not be required to effect
any demand registration after such time as Liberty or News Corporation (or
transferees of their Common Stock), as the case may be, is able to sell all of
its respective Common Stock without restriction. In addition, once a demand
registration has been effected, the Issuer is not obligated to register shares
pursuant to a demand registration before the expiration of twelve months from
the date on which the previous demand registration statement was declared
effective. The Issuer may postpone for up to 90 days the filing of a
registration statement if it reasonably believes that such a registration
statement would have a material adverse effect on its ability to engage in any
financing, acquisition of assets or any merger, consolidation, tender offer or
other significant transaction. However, the Issuer is not permitted to so
postpone a demand registration more than once in any period of twelve
consecutive months.
Under the Stockholders' Agreement, the Issuer has agreed to pay all
expenses, other than underwriting discounts and commissions and any transfer
taxes, connected with the registration
Page 12 of 31 Pages
<PAGE>
or qualification of the shares subject to the first two demand registrations and
the Issuer's legal and accounting expenses for subsequent registrations.
Under the Stockholders' Agreement, demand registrations may be effected by
means of an underwritten offering or, in certain cases, pursuant to a delayed or
continuous offering under applicable rules of the Securities and Exchange
Commission.
Under the Stockholders' Agreement, the Issuer has agreed to indemnify the
parties requesting a demand registration against certain liabilities that may
arise in connection with any offer and sale of Common Stock, including
liabilities under the Securities Act of 1933, as amended, and to contribute to
payments that such parties may be required to make in respect of any such offer
and sale. The Stockholders' Agreement also provides that parties requesting a
demand registration will indemnify the Issuer, its directors and officers and
each person which controls the Issuer against certain liabilities, including
liabilities under the Securities Act of 1933, as amended, for certain actions
arising from the offer and sale of shares of Common Stock under the demand
registration.
Rights of First Refusal: Under the Stockholders' Agreement, Mr. Yuen may
-----------------------
not transfer shares of Common Stock which he owns, except for limited transfers
as specified in the Stockholders' Agreement, unless he first offers such shares
to each of Liberty and News Corporation Any purchases of Common Stock from Mr.
Yuen by Liberty or News Corporation will not cause a triggering event under the
Issuer's rights agreement.
The foregoing discussion of the Stockholders' Agreement is qualified in its
entirety by reference to the complete text of the Stockholders' Agreement, which
is incorporated by reference herein.
RIGHTS PLAN OF THE ISSUER
In connection with the Merger, the Issuer amended and restated its existing
rights agreement, dated July 10, 1998 as amended ("Rights Plan"), with American
Stock Transfer & Trust Company, in order to make the Rights Plan inapplicable to
the Merger and the transactions contemplated thereby, including the
Stockholders' Agreement. The Rights Plan was amended in connection with the
Merger to exempt each of Liberty and its controlled related parties and News
Corporation and its controlled related parties from the definition of Acquiring
Person (as such term is defined in the Rights Plan). If, however, Liberty or
News Corporation or their respective controlled related parties acquires
beneficial ownership of any additional shares of Common Stock, then such person
would be an Acquiring Person unless the beneficial ownership resulted from any
of the following:
(1) the right to acquire or acquisition of additional shares by Liberty,
News Corporation or any of their respective controlled related parties from each
other or from Henry C. Yuen;
(2) the acquisition by Liberty, News Corporation or any of their respective
controlled related parties of additional shares which do not exceed, in the
aggregate, the number of shares of Common Stock transferred by Mr. Yuen before
or after the completion of the Merger to persons other than Liberty, News
Corporation or any of their respective controlled related parties in certain
transactions permitted by the Stockholders' Agreement;
Page 13 of 31 Pages
<PAGE>
(3) the grant or exercise of employee or director options; and
(4) any agreement, arrangement or understanding among Liberty, News
Corporation or any of their respective controlled related parties with respect
to voting, holding, acquiring or disposing of beneficial ownership of Common
Stock.
The definition of Acquiring Person was also modified in certain respects to
make it less likely that someone would inadvertently become an Acquiring Person.
The amendments to the Rights Plan also modify the definition of beneficial
ownership so that Mr. Yuen, Liberty and its controlled related parties, and News
Corporation and its controlled related parties will not be deemed to
beneficially own any of the shares of Common Stock owned by each other as a
result of any of the transactions expressly contemplated by the Merger,
including the Stockholders' Agreement.
The foregoing discussion of the Rights Plan is qualified in its entirety by
reference to the complete text of the Rights Plan, which is incorporated by
reference herein.
AGREEMENT TO ACQUIRE SHARES OF COMMON STOCK FROM LIBERTY
News Corporation and Liberty have agreed that, subject to certain
conditions, SGN and another subsidiary of News Corporation will acquire all of
the shares of the Common Stock that are beneficially owned by Liberty, pursuant
to the Letter Agreement. The Letter Agreement requires News Corporation and
Liberty to negotiate in good faith and enter into definitive agreements (the
"Definitive Agreements") with respect to the transactions contemplated by the
Letter Agreement. The failure of the parties to execute the Definitive
Agreements will not affect the binding effect or enforceability of the Letter
Agreement.
In addition, Liberty has agreed to assign to News Corporation all of its
rights under the Stockholders' Agreement (and, in connection therewith, cause
persons designated by News Corporation to replace Liberty's designees to the
Board). The parties agreed that the acquisition of Common Stock will be
effected in the manner, on the terms and for the consideration set forth in the
Letter Agreement.
Each of News Corporation and Liberty has agreed in the Letter Agreement to
take all actions as may be required to consummate the transactions on the terms
and conditions set forth in the Letter Agreement, including commercially
reasonable efforts to procure required waivers and approvals. If,
notwithstanding the foregoing, the NPAL/LUVSG Merger (as defined in the Letter
Agreement) is not completed before June 22, 2001, then either News Corporation
or Liberty may terminate its obligations under the Letter Agreement, unless the
reason the NPAL/LUVSG Merger was not completed was a breach by the party seeking
to terminate.
Item 7. Materials to be Filed as Exhibits.
Item 7 is amended and restated to read in its entirety as
follows:
Exhibit 7(a) Bylaws (incorporated by reference to Exhibit 99.2 to the Current
Report on Form 8-K of the Issuer dated July 21, 2000 (Commission
file number 0-26878)).
Page 14 of 31 Pages
<PAGE>
Exhibit 7(b) Stockholders' Agreement (incorporated by reference to Exhibit 99.9
to the Current Report on Form 8-K of the Issuer dated February 7,
2000 (Commission file number 0-26878)).
Exhibit 7(c) Rights Plan (incorporated by reference to Exhibit 99.1 to the
Current Report on Form 8-K of the Issuer dated July 21, 2000
(Commission file number 0-26878)).
Exhibit 7(d) Joint Filing Agreement among the Reporting Persons.
Exhibit 7(e) Power of Attorney, dated July 24, 2000, by News Corporation, SGN
and K. Rupert Murdoch.
Exhibit 7(f) Letter Agreement, dated September 27, 2000, between News
Corporation and Liberty.
Page 15 of 31 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.
Dated: October 7, 2000
THE NEWS CORPORATION LIMITED
By: /s/ Arthur M. Siskind
--------------------------------
Name: Arthur M. Siskind
Title: Executive Director
Page 16 of 31 Pages
<PAGE>
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.
Dated: October 7, 2000
*
-----------------------------
K. Rupert Murdoch
*By: /s/ Arthur M. Siskind
------------------------
Arthur M. Siskind
Attorney-in-Fact
Page 17 of 31 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.
Dated: October 7, 2000
SKY GLOBAL NETWORKS, INC.
By: /s/ Arthur M. Siskind
----------------------------
Name: Arthur M. Siskind
Title: Senior Executive
Vice President
Page 18 of 31 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 Address Employment is Conducted
---- ------------------------------------------ -----------------------
<S> <C> <C>
K. Rupert Murdoch Chairman and Chief Executive of News Corporation; News Corporation
Director of News Publishing Australia Limited
("NPAL"); Director of News International, plc;
Director of News Limited; Director of News America
Incorporated ("NAI"); Director and Chairman of
SGN; Director 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. ("FEG"); Director of
Fox Family Worldwide, Inc. ("FFW"); Director of
Philip Morris Companies Inc. ("Phillip Morris")
1211 Avenue of the Americas
New York, New York 10036
Geoffrey C. Bible Non Executive Director of News Corporation; Philip Morris
Chairman and Chief Executive Officer of Philip
Morris; Director of New York Stock Exchange, Inc.
120 Park Avenue
New York, New York 10017
Chase Carey Executive Director and Co-Chief Operating Officer News Corporation
of News Corporation; Director, President and Chief
Operating Officer of NAI; Director and Co-Chief
Operating Officer of FEG; Chairman and Chief
Executive Officer of Fox Television; President and
Chief Executive Officer of SGN; Director of STAR
TV; Director of NDS Group plc ("NDS")
</TABLE>
Page 19 of 31 Pages
<PAGE>
<TABLE>
<CAPTION>
Principal Business or
Organization in Which Such
Name Principal Occupation and Business Address Employment is Conducted
---- ------------------------------------------ -----------------------
<S> <C> <C>
Director of FFW; Director of Gemstar; Director
of Gateway, Inc.; Director of Colgate University.
1211 Avenue of the Americas
New York, New York 10036
Peter Chernin Executive Director, President and Chief Operating News Corporation
Officer of News Corporation; Director, Chairman
and Chief Executive Officer of NAI ; Director,
President and Chief Operating Officer of FEG;
Director of SGN; Director of Tickets.com, Inc.;
Director of E*TRADE Group, Inc.
10201 West Pico Boulevard
Los Angeles, CA 90035
Kenneth E. Cowley(1) Non Executive Director of News Corporation; News Corporation
Executive Director of Ansett Australia Holdings
Limited; Director of Commonwealth Bank of
Australia.
2 Holt Street
Sydney, New South Wales 2010
Australia
David F. DeVoe Executive Director, Senior Executive Vice News Corporation
President and Chief Financial Officer and Finance
Director of News Corporation; Director and Senior
Executive Vice President of NAI; Director, Senior
Executive Vice President and Chief Financial
Officer of FEG; Director of STAR TV; Director of
BSkyB; Director and Acting Chief Financial Officer
of SGN; Director of NDS.
1211 Avenue of the Americas
New York, New York 10036
Roderick I. Eddington(2) Non Executive Director of News Corporation; Chief British Airways
Executive of British Airways plc ("British
Airways")
c/o 2 Holt Street
Sydney, New South Wales 2010
Australia
</TABLE>
------------------------
1 Citizen of Australia
2 Citizen of Australia
Page 20 of 31 Pages
<PAGE>
<TABLE>
<CAPTION>
Principal Business or
Organization in Which Such
Name Principal Occupation and Business Address Employment is Conducted
---- ------------------------------------------ -----------------------
<S> <C> <C>
Aatos Erkko(3) Non Executive Director of News Corporation; Sanoma
Chairman of Sanoma WSOY Corporation ("Sanoma"), a
privately owned media company in Finland.
P.O. Box 144
SF00101 Helsinki, Finland
Andrew S.B. Knight(4) Non Executive Director of News Corporation; News Corporation
c/o News International plc
1 Virginia Street
London E1 9XN England
Lachlan K. Murdoch Executive Director, Senior Executive Vice News Corporation
President and Deputy Chief Operating Officer of
News Corporation; Chairman and Director of
Queensland Press Limited; Director, Chairman, and
Chief Executive of News Limited; Director of SGN;
Deputy Chairman of STAR TV; Director of Beijing
PDN Xinren Information Technology Company Ltd;
Director of One.tel Limited; Director of FOXTEL
Management Pty Ltd.; Director of OmniSky
Corporation
1211 Avenue of the Americas
New York, New York 10036
James R. Murdoch Executive Vice President of News Corporation; STAR TV
Director of SGN; Director, Chairman and Chief
Executive Officer of Star TV; Director of NDS;
Director of YankeeNets L.L.C.; Chairman of Rawkus
Entertainment LLP;
8th Floor, One Harbourfront
18 Tak Fung Street
Hunghom, Kowloon, Hong Kong
</TABLE>
--------------------------
3 Citizen of Finland
4 Citizen of United Kingdom
Page 21 of 31 Pages
<PAGE>
<TABLE>
<CAPTION>
Principal Business or
Organization in Which Such
Name Principal Occupation and Business Address Employment is Conducted
---- ------------------------------------------ -----------------------
<S> <C> <C>
Thomas J. Perkins Non Executive Director of News Corporation; Senior Kleiner Perkins
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 Corporation; MCI
Chairman of MCI Worldcom, Inc. ("MCI");
1801 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
Stanley S. Shuman Non Executive Director of News Corporation; Allen & Company
Executive Vice President and Managing Director of
Allen & Company Incorporated ("Allen & Company");
Director of NAI; Director of Bayou Steel
Corporation; Director of Six Flags, Inc.; Director
of Western Multiplex Corporation;
711 Fifth Avenue
New York, New York 10176
Arthur M. Siskind Executive Director, Senior Executive Vice News Corporation
President and Group General Counsel of News
Corporation; Director of BSkyB; Director and
Senior Executive Vice President of NAI; Director,
Senior Executive Vice President and General
Counsel of FEG; Director of STAR TV; Director and
Senior Executive Vice President of SGN; Director
of NDS
1211 Avenue of the Americas
New York, New York 10036
</TABLE>
Page 22 of 31 Pages
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
7(a) Bylaws (incorporated by reference to Exhibit 99.2 to the Current
Report on Form 8-K of the Issuer dated July 21, 2000 (Commission file
number 0-26878)).
7(b) Stockholders' Agreement (incorporated by reference to Exhibit 99.9 to
the Current Report on Form 8-K of the Issuer dated February 7, 2000
(Commission file number 0-26878)).
7(c) Rights Plan (incorporated by reference to Exhibit 99.1 to the Current
Report on Form 8-K of the Issuer dated July 21, 2000 (Commission file
number 0-26878)).
7(d) Joint Filing Agreement among the Reporting Persons.
7(e) Power of Attorney, dated July 24, 2000, by News Corporation, SGN and
K. Rupert Murdoch.
7(f) Letter Agreement, dated September 27, 2000, between News Corporation
and Liberty.
Page 23 of 31 Pages
