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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/
(Amendment No. 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)
Henry C. Yuen
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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.
United States
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SOLE VOTING POWER
7.
NUMBER OF
14,831,094/2/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8.
OWNED BY None
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EACH SOLE DISPOSITIVE POWER
9.
REPORTING
14,831,094/2/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10.
None
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11.
14,831,094/2/
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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.
14.78%
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TYPE OF REPORTING PERSON
14.
IN
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/2/ Reporting person beneficially owns 14,831,094 Ordinary Shares, of which
8,741,114 represent options exercisable within sixty (60) days of the Date
of Event which requires the filing of this Statement. 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:
Henry C. Yuen
(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 Board and member of the Board of Directors,
President and Chief Executive Officer of the Issuer
(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, the Reporting Person entered into an agreement (the "Voting
Agreement") pursuant to which the Reporting Person 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, the Reporting Person 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 the Reporting Person 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 14,831,094 or 14.78% of the
Issuer's Ordinary Shares, of which 8,741,114 represent options
exercisable within sixty (60) days of October 4, 1999, the Date of
Event. See Item 4 above.
(b) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote: 14,831,094*
(ii) Shared power to vote or to direct the vote: None*
(iii) Sole power to dispose or to direct the disposition:
14,831,094*
(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 Henry C.
Yuen and accepted by TV Guide, Inc.
* Reporting person owns 14,831,094 Ordinary Shares, of which 8,741,114 represent
options currently exercisable within sixty (60) days of the date of this
Statement. 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/ HENRY C. YUEN
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Henry C. Yuen
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EXHIBIT 1
October 3, 1999
TV Guide, Inc.
7140 S. Lewis Avenue
Tulsa, Oklahoma 74136-5422
Re Agreement of Principal Stockholders 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, 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. The undersigned will vote or cause to be voted all
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shares of capital stock of Gemstar owned of record or beneficially owned or held
in any capacity by the undersigned or under the control of the undersigned 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. Restriction on Transfer. During the period from the date of the
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Merger Agreement and continuing until the earlier of the termination of the
Merger Agreement pursuant to its terms or the Effective Time, 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;
provided, however, that the undersigned may sell, transfer, pledge or otherwise
dispose of, in the aggregate, up to 5% of the Shares pursuant to Permitted
Transfers and/or Fast Track Sales (as such terms are defined in the Stockholders
Agreement attached as an Exhibit to the Merger Agreement); provided, further,
that 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, provided that the terms of such derivative transaction permit
cash settlement of a party's obligations thereunder and do not
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restrict the undersigned's obligations to vote the pledged Shares in accordance
with Section 1 hereof.
4. Grant of Irrevocable Proxy; Appointment of Proxy.
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(a) The undersigned hereby irrevocably grants to, and appoints,
Peter Boylan and Joe Kiener, in their respective capacities as officers of 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 the undersigned's 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 4 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 letter 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.
5. Termination. This letter agreement and the undersigned's
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obligations hereunder will terminate concurrently with any termination of the
Merger Agreement.
6. Effective Date; Succession. Upon your acceptance and execution
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of this letter 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.
7. Nature of Holdings; Shares. All references herein to the
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undersigned's holdings of the Shares shall be deemed to include Shares held or
controlled by the undersigned, individually, jointly (as community property or
otherwise), or in any other capacity, and shall extend to any securities issued
to the undersigned in respect of the Shares.
8. 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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9. Specific Performance. The parties hereto agree that, in light of
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the irreparable damage that would occur in the event any provision of this
letter agreement were not performed in accordance with the terms hereof and the
inadequacy of damages as a remedy, 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,
/s/ HENRY C. YUEN
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Henry C. Yuen
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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Henry C. Yuen................................................. 21,639,920
