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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934/1/
Gemstar International Group Limited
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(Name of Issuer)
Ordinary Shares
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(Title of Class of Securities)
G3788V 10 6
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(CUSIP Number)
Stephen A. Weiswasser
135 North Los Robles Avenue, Suite 800
Pasadena, California 91101
(626) 792-5700
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(Name, Address and telephone Number of
Person Authorized to Receive Notices and Communication)
October 4, 1999
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(Date of Event Which Requires filing of This Statement)
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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(c), 13d-1(f) or 13d-1(g), check the
following box [ ].
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/1/ 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 coverage.
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.
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SCHEDULE 13D
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CUSIP NO. G3788V 106 PAGE 2 OF 6 PAGES
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NAME OF REPORTING PERSON
1. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas L. H. Lau
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2. (a) [_]
(b) [_]
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SEC USE ONLY
3.
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SOURCE OF FUNDS
4.
N/A
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(c) [_]
5.
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CITIZENSHIP OR PLACE OF ORGANIZATION:
6.
Canada
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SOLE VOTING POWER
7.
NUMBER OF
20,000,000/2/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8.
OWNED BY None
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EACH SOLE DISPOSITIVE POWER
9.
REPORTING
20,000,000/2/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10.
None
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11.
20,000,000/2/
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12.
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.
19.92%
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TYPE OF REPORTING PERSON
14.
IN
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/2/ The Reporting Person's shares are held by Dynamic Core Holdings Limited, a
British Virgin Islands Corporation, of which the Reporting Person is the
sole shareholder. The shares reported above have been adjusted to reflect
the Issuer's two-for-one stock split which was paid in the form of a stock
dividend on May 14, 1999. See Item 4 below
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ITEM 1. SECURITY AND ISSUER:
(a) TITLE OF THE CLASS OF EQUITY SECURITIES:
Ordinary Shares
(b) NAME OF ISSUER:
Gemstar International Group Limited
(c) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
135 North Los Robles Avenue, Suite 800
Pasadena, California 91101
ITEM 2. IDENTITY AND BACKGROUND:
(a) NAME OF PERSON FILING:
Thomas L. H. Lau
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
135 North Los Robles Avenue, Suite 800
Pasadena, California 91101
(c) PRINCIPAL OCCUPATION OR EMPLOYMENT:
Chairman of The Kwong Sang Hong Limited, a company engaged in
property investment and distribution and trading cosmetics.
Chairman of Chinese Estates Holdings Ltd., a holding company for
various Hong Kong business interests, including real estate and
securities. Chairman of Evergo International Holdings Co. Ltd., a
company principally engaged in property investment and financing in
the People's Republic of China.
(d) CRIMINAL PROCEEDINGS:
N/A
(e) CIVIL PROCEEDINGS:
N/A
(f) CITIZENSHIP:
N/A
ITEM 3. SOURCE OF FUNDS AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
N/A
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Item 4. PURPOSE OF TRANSACTION:
On October 4, 1999, the Issuer, TV Guide, Inc., a Delaware corporation ("TV
Guide"), and G Acquisition Subsidiary Corp., a Delaware corporation ("Sub"),
entered into an Agreement and Plan of Merger (the "Merger Agreement"), whereupon
consummation of the transactions contemplated therein, TV Guide will become a
wholly owned subsidiary of Issuer. Concurrently with the execution of the Merger
Agreement, Dynamic Core Holdings Limited, of which the Reporting Person is the
sole shareholder, entered into an agreement (the "Voting Agreement") pursuant to
which it agreed to vote its shares in favor of the transactions contemplated by
the Merger Agreement (including the issuance of the Issuer's ordinary shares in
connection with the Merger (defined below) and the domestication of Issuer from
the British Virgin Islands to the State of Delaware) and against any
inconsistent proposals or transactions. In addition, Dynamic Core Holdings
Limited granted an irrevocable proxy to certain officers of TV Guide and
appointed such officers as its attorney-in-fact to vote all the shares
beneficially owned by Dynamic Core Holdings Limited in accordance with the
provisions of the Voting Agreement. The Voting Agreement is attached hereto as
Exhibit 1.
Other than as described above and as contemplated by the Merger Agreement, the
Voting Agreement and the Stockholders Agreement, the Reporting Person has no
plans or proposals which relate to, or may result in, any of the matters listed
in Items 4(a)-(j) of Schedule 13D (although the Reporting Person reserves the
right to develop such).
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ITEM 5. INTEREST IN SECURITIES OF ISSUER:
(a) AGGREGATE AMOUNT BENEFICIALLY OWNED AND PERCENT OF CLASS:
The Reporting person beneficially owns 20,000,000 or 19.92% of the
Issuer's Ordinary Shares. The Reporting Person's shares are held by
Dynamic Core Holdings Limited, a British Virgin Islands
Corporation, of which the Reporting Person is the sole shareholder.
See Item 4 above.
(b) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote: 20,000,000*
(ii) Shared power to vote or to direct the vote: None*
(iii) Sole power to dispose or to direct the disposition:
20,000,000*
(iv) Shared power to dispose or to direct the disposition
of: None*
(c) TRANSACTIONS IN THE PREVIOUS 60 DAYS:
(d) ANY OTHER PERSON KNOWN TO HAVE THE RIGHT TO RECEIVE OR THE POWER TO
DIRECT DIVIDENDS:
N/A
(e) DATE ON WHICH THE REPORTING PERSON CEASED TO BE A BENEFICIAL OWNER
OF MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES:
N/A
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER:
Item 4 is incorporated herein by reference.
ITEM 7. EXHIBITS:
1. Letter Agreement, dated as of October 4, 1999, executed by Dynamic
Core Holdings Limited and accepted by TV Guide, Inc.
* Reporting person beneficially owns 20,000,000 Ordinary Shares. The Reporting
Person's shares are held by Dynamic Core Holdings Limited, a British Virgin
Islands Corporation, of which the Reporting Person is the sole shareholder.See
Item 4 above.
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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.
December 9, 1999
/s/ Thomas L. H. Lau
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Thomas L. H. Lau
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EXHIBIT 1
October 3, 1999
TV Guide, Inc.
7140 S. Lewis Avenue
Tulsa, Oklahoma 74136-5422
Re Agreement of Principal Stockholder Concerning Transfer and Voting
of Shares of Gemstar International Group Limited
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The undersigned understands that TV Guide, Inc., a Delaware
corporation ("TV Guide"), and Gemstar International Group Limited, a British
Virgin Islands corporation ("Gemstar"), of which the undersigned is a
stockholder, are prepared to enter into an agreement for the merger (the
"Merger") of G Acquisition Subsidiary Corp., a Delaware corporation ("Sub"),
into TV Guide, but that TV Guide has conditioned its willingness to proceed with
such agreement (the "Merger Agreement") upon its receipt from the undersigned of
assurances satisfactory to TV Guide of the undersigned's support of and
commitment to the Merger. In order to evidence such commitment and to induce TV
Guide to enter into the Merger Agreement, the undersigned hereby represents and
warrants to TV Guide and agrees with TV Guide as follows:
1. Voting. Subject to the terms of those certain account and margin
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agreements with Goldman, Sachs & Co. and Alex. Brown & Sons Incorporated and
that Re-Registration Letter for 144/145 Securities issued by Goldman, Sachs &
Co. in connection with the re-registration of certain securities of Gemstar
(collectively, the "Account Agreements"), the undersigned will vote or cause to
be voted at any meeting of the stockholders of Gemstar and in any action by
consent by the stockholders of Gemstar all shares of capital stock of Gemstar
owned of record or beneficially owned or held in any capacity by the undersigned
or under the voting control of the undersigned as of the record date for such
meeting or action by consent in favor of the Merger and the issuance of the
Parent Common Stock in connection with the Merger and other transactions
provided for, in or contemplated by the Merger Agreement (including the
domestication of Gemstar from the British Virgin Islands to the State of
Delaware), and against any inconsistent proposals or transactions.
2. Ownership. As of the date hereof, Schedule 1 hereto sets forth
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the shares of Parent Common Stock owned by the undersigned of record or
beneficially, including shares issuable upon the exercise or conversion of
options or convertible securities of Gemstar (collectively, the "Shares").
3. No Ownership Interest. Except as set forth in Section 1, nothing
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contained in this Voting Agreement shall be deemed to vest in anyone other than
the undersigned any direct or indirect ownership or incidents of ownership of or
with respect to any Shares. All rights, ownership and economic benefits of and
relating to the Shares shall remain and belong to the undersigned, and no one
shall have any authority to manage, direct, restrict, regulate, govern, or
administer any of the policies or operations of Gemstar or exercise any power or
authority to direct the voting of any of the Shares as a result of this Voting
Agreement, except to the extent otherwise expressly provided herein.
4. Restriction on Transfer. Subject to the terms of the Account
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Agreements, during the period from the date of the Merger Agreement and
continuing until the earlier of (i) September 30, 2000; (ii) the termination of
the Merger Agreement pursuant to its terms; or (iii) the Effective Time (as
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defined in the Merger Agreement), the undersigned will not sell, transfer,
pledge or otherwise dispose of any of the Shares or any interest therein or
agree to sell, transfer, pledge or otherwise dispose of any of the Shares or any
interest therein, without your express written consent, unless the transferee of
the Shares agrees in writing to be bound by the terms of this Voting Agreement;
provided, however, that (x) the undersigned may, without your consent, sell up
to 15% of the Shares owned, in the aggregate, by the undersigned, and (y) the
undersigned may pledge the Shares to secure bona fide indebtedness or bona fide
monetization transactions or to secure the obligations of a person in connection
with derivative transactions and settlement obligations thereunder (including,
without limitation, puts, calls, collars, swaps, etc.) with respect to the
Shares of Common Stock, provided that the terms of such derivative transaction
permit cash settlement of a party's obligations thereunder and do not restrict
our obligations to vote the pledged Shares in accordance with Section 1 hereof.
The provisions of Section 5 of this Agreement shall not apply to Shares disposed
of under clause (x) of the preceding sentence of this Section 4.
5. Grant of Irrevocable Proxy; Appointment of Proxy.
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(a) To the extent permitted by the Account Agreements, the
undersigned hereby irrevocably grants to, and appoints, Peter Boylan and Joe
Kiener, in their respective capacities as officers of the TV Guide, any
individual who hereafter shall succeed to any such office of TV Guide, and each
of them individually, the undersigned's proxy and attorney-in-fact (with full
power of substitution), for and in the undersigned's name, place and stead, to
vote the Shares, or grant a consent or approval in respect of such Shares, in
accordance with our covenants in Section 1 hereof.
(b) The undersigned represents that any proxies heretofore given
in respect of the Shares are not irrevocable, and that all such proxies are
hereby revoked.
(c) The undersigned hereby affirms that the irrevocable proxy
set forth in this Section 5 is given in connection with the execution of the
Merger Agreement, and that such irrevocable proxy is given to secure the
performance of the undersigned's duties under this Agreement. The undersigned
hereby further affirms that the irrevocable proxy is coupled with an interest
and may under no circumstances be revoked. The undersigned hereby ratifies and
confirms all that such irrevocable proxy may lawfully do or cause to be done by
virtue hereof.
6. Termination. This letter agreement and the undersigned's
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obligations hereunder will terminate upon the earlier to occur of (i) the
Effective Time (as defined in the Merger Agreement); (ii) the date on which the
Merger Agreement is terminated; or (iii) September 30, 2000.
7. Effective Date; Succession; Remedies. Upon your acceptance and
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execution of the Agreement, this letter agreement shall mutually bind and
benefit you and the undersigned, any of the undersigned's heirs, successors and
assigns and any of your successors. You will not assign the benefit of this
letter agreement other than to a wholly owned subsidiary. The undersigned agrees
that in light of the inadequacy of damages as a remedy, specific performances
shall be available to you, in addition to any other remedies you may have for
the violation of this letter agreement.
8. Nature of Holdings; Shares. All references herein to our holdings
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of the Shares shall be deemed to include Shares held or controlled by any of us,
individually, jointly (as community property or otherwise), or in any other
capacity, and shall extend to any securities issued to any of us in respect of
the Shares.
9. Defined Terms. All capitalized terms used herein shall have the
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meaning ascribed to such terms in the Merger Agreement, unless otherwise defined
herein.
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10. Specific Performance. The parties hereto agree that irreparable
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damage would occur in the event any provision of this Agreement was not
performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or equity.
Very truly yours,
Principal Stockholder
DYNAMIC CORE HOLDINGS LIMITED
By: /s/ THOMAS L. H. LAU
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Name: Thomas L. H. Lau
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Its:
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ACCEPTED:
TV GUIDE, INC.
By: /s/ PETER C. BOYLAN III
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Name: Peter C. Boylan III
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Title: President
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Schedule 1
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Beneficial Owner Ordinary Shares Owned
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Dynamic Core Holdings Limited....................... 20,000,000
-Schedule 1-
