<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
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
c/o News America Incorporated
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)
July 12, 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)
---------------------------
*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>
CUSIP NO. 36866W 10 6
<TABLE>
<CAPTION>
==================== ===================================================================================================
<S> <C> <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 87,465,738 shares
EACH ------------------------------ --------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON See Item 5(b) and Item 6.
------------------------------ --------------------------------------------
9 SOLE DISPOSITIVE POWER
87,465,738 shares
------------------------------ --------------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b) and Item 6.
-------------------- ---------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,465,738
-------------------- ---------------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
-------------------- ---------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 21.3%
-------------------- ---------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
==================== ===================================================================================================
</TABLE>
Page 2 of 30 Pages
<PAGE>
CUSIP NO. 36866W 10 6
<TABLE>
<CAPTION>
==================== ===================================================================================================
<S> <C> <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 87,465,738 shares
EACH ------------------------------ --------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON See Item 5(b) and Item 6.
------------------------------ --------------------------------------------
9 SOLE DISPOSITIVE POWER
87,465,738 shares
------------------------------ --------------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b) and Item 6.
-------------------- ---------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,465,738
-------------------- ---------------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
-------------------- ---------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 21.3%
-------------------- ---------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
==================== ===================================================================================================
</TABLE>
Page 3 of 30 Pages
<PAGE>
CUSIP NO. 36866W 10 6
<TABLE>
<CAPTION>
==================== ===================================================================================================
<S> <C> <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 87,465,738 shares
EACH ------------------------------ --------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON See Item 5(b) and Item 6.
------------------------------ --------------------------------------------
9 SOLE DISPOSITIVE POWER
87,465,738 shares
------------------------------ --------------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5(b) and Item 6.
-------------------- ---------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,465,738
-------------------- ---------------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
-------------------- ---------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 21.3%
-------------------- ---------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
==================== ===================================================================================================
</TABLE>
Page 4 of 30 Pages
<PAGE>
CUSIP NO. 36866W 10 6
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Pursuant to Section 13(d) of the Securities Exchange Act of 1934
in respect of
GEMSTAR - TV GUIDE INTERNATIONAL, INC.
Item 1. Security and Issuer.
The class of securities to which this Statement on Schedule 13D
(this "Statement") relates is the Common Stock, par value $.01 per share (the
"Common Stock"), of Gemstar - TV Guide International, Inc., a Delaware
corporation (the "Issuer" or "Gemstar"). The Issuer's principal executive
offices are located at 135 North Los Robles Avenue, Suite 800, Pasadena,
California 91101.
Item 2. Identity and Background.
This Statement is being filed by (i) The News Corporation Limited
("News Corporation"), a South Australia, Australia corporation with its
principal executive offices located at 2 Holt Street, Sydney, New South Wales
2010, Australia, (ii) K. Rupert Murdoch, a United States citizen, with his
business address at 1211 Avenue of the Americas, New York, New York 10036 and
(iii) Sky Global Networks, Inc. ("SGN"), a Delaware corporation and an indirect
subsidiary of News Corporation, with its principal executive offices at 1300
North Market Street, Suite 404, Wilmington, Delaware 19801. SGN was formerly
named TVG Holdings, Inc. News Corporation, K. Rupert Murdoch and SGN are
referred to herein collectively as the "Reporting Persons." The name, residence
or business address, principal occupation or employment and the name, principal
business, and address of any corporation or other organization in which such
employment is conducted with respect to each director and executive officer of
the Reporting Persons are set forth in Schedule 1 attached hereto, which is
incorporated herein by reference. To the knowledge of the Reporting Persons,
each of the persons named on Schedule 1 (the "Schedule 1 Persons") is a United
States citizen unless otherwise indicated.
Page 5 of 30 Pages
<PAGE>
CUSIP NO. 36866W 10 6
News Corporation is a diversified global media company with
operations in the United States, Canada, continental Europe, the United Kingdom,
Australia, Latin America and the Pacific Basin principally engaged in the
production and distribution of motion pictures and television programming;
television, satellite and cable broadcasting; the publication of newspapers,
magazines and books; the production and distribution of promotional and
advertising products and services; the development of digital broadcasting; the
development of conditional access and subscriber management systems; and the
creation and distribution of popular on-line programming.
SGN is principally engaged in the distribution of pay-TV services
via satellite, as well as the development and supply of certain related
technologies. SGN holds the shares of Common Stock of the Issuer reported herein
and is wholly owned by News Corporation through certain intermediaries.
Approximately 30% of the voting stock of News Corporation is owned
by (i) K. Rupert Murdoch, (ii) Cruden Investments Pty. Limited, a private
Australian investment company owned by Mr. K.R. Murdoch, members of his family
and various corporations and trusts, the beneficiaries of which include Mr. K.R.
Murdoch, members of his family and certain charities; and (iii) corporations,
including a subsidiary of Cruden, which are controlled by trustees of
settlements and trusts set up for the benefit of the Murdoch family, certain
charities and other persons. By virtue of shares of News Corporation owned by
such persons and entities, and Mr. Murdoch's positions as Chairman and Chief
Executive of News Corporation, Mr. Murdoch may be deemed to control the
operations of News Corporation
During the last five years, none of the Reporting Persons or, to the
best of the knowledge of the Reporting Persons, none of the Schedule 1 Persons
has (i) been convicted in a criminal proceeding (excluding minor traffic
violations or similar misdemeanors), or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction a result of which
it was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to an Agreement and Plan of Merger, dated as of October 4,
1999 and as amended, by and among TV Guide, Inc., a Delaware corporation
("TVG"), the Issuer and G Acquisition Subsidiary Corp., a wholly owned
subsidiary of the Issuer ("Sub"), on July 12, 2000, Sub merged (the "Merger")
with and into TVG with TVG being the surviving corporation. As a result of the
Merger, TVG (which, prior to the merger, had been a public company), became a
wholly owned subsidiary of the Issuer and ceased to be registered. The Issuer
then changed its name to "Gemstar - TV Guide International, Inc." Pursuant to
the Merger each issued and outstanding share of TVG's Class A and Class B common
stock was converted into 0.6573 of a share of Common Stock. Prior to the Merger,
the Reporting Persons beneficially owned 74,993,176 shares of TVG's Class B
common stock and 58,075,040 shares of TVG's Class A common stock through SGN.
Pursuant to the Merger, the Reporting Persons became the beneficial owners of
87,465,738 shares of Common Stock which are owned of record by SGN.
Page 6 of 30 Pages
<PAGE>
CUSIP NO. 36866W 10 6
Item 4. Purpose of Transaction.
See Item 3 and Item 6 which are incorporated by reference herein.
Subject to the foregoing, the Reporting Persons intend to
continuously review its 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 it in the market, in privately negotiated
transactions or otherwise or (iii) to take any other available course of action,
which could involve one or more of the types of transactions or have one or more
of the results described 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 its 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 its businesses generally; other business opportunities available
to the Reporting Persons; developments with respect to the business of the
Reporting Persons; changes in law and government regulations; general economic
conditions; and money and stock market conditions, including the market price of
the securities of the Issuer.
Other than as set forth in this Statement, the Reporting Persons
have no present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or of any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) A class of securities of the Issuer being delisted from a
national securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
Page 7 of 30 Pages
<PAGE>
CUSIP NO. 36866W 10 6
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) Any action similar to any of those enumerated in this paragraph.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own 87,465,738 shares of
Common Stock through SGN. Assuming 410,609,553 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 11, 2000 as
reported by the Issuer and TVG to the Reporting Persons, the Shares beneficially
owned by the Reporting Persons represent approximately 21.3% of the issued and
outstanding shares 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.
(b) Except as described in Item 6 below, the Reporting Persons have
the power to direct the voting of the Shares and to direct the disposition of
the Shares. SGN, as the record owner of the Shares, may be deemed to share the
power to vote or direct the voting of the Shares, and the power to dispose or
direct the disposition of the Shares, with the Reporting Persons.
(c) Except as set forth in this Statement, no transactions have been
effected by the Reporting Persons during the past 60 days.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
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 whom 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 8 of 30 Pages
<PAGE>
CUSIP NO. 36866W 10 6
(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, the 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
Page 9 of 30 Pages
<PAGE>
CUSIP NO. 36866W 10 6
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 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.
Page 10 of 30 Pages
<PAGE>
CUSIP NO. 36866W 10 6
(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 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
Page 11 of 30 Pages
<PAGE>
CUSIP NO. 36866W 10 6
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 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.
Page 12 of 30 Pages
<PAGE>
CUSIP NO. 36866W 10 6
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 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
Page 13 of 30 Pages
<PAGE>
CUSIP NO. 36866W 10 6
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).
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
Page 14 of 30 Pages
<PAGE>
CUSIP NO. 36866W 10 6
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 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.
Page 15 of 30 Pages
<PAGE>
CUSIP NO. 36866W 10 6
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;
(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.
Page 16 of 30 Pages
<PAGE>
CUSIP NO. 36866W 10 6
Item 7. Materials to be Filed as Exhibits.
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)).
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 99.3 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.
Page 17 of 30 Pages
<PAGE>
CUSIP NO. 36866W 10 6
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: July 24, 2000
THE NEWS CORPORATION LIMITED
By: /s/ Arthur M. Siskind
------------------------
Name: Arthur M. Siskind
Title: Director
Page 18 of 30 Pages
<PAGE>
CUSIP NO. 36866W 10 6
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: July 24, 2000
/s/ K. Rupert Murdoch
-----------------------
K. Rupert Murdoch
Page 19 of 30 Pages
<PAGE>
CUSIP NO. 36866W 10 6
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: July 24, 2000
SKY GLOBAL NETWORKS, INC.
By: /s/ Arthur M. Siskind
---------------------------------
Name: Arthur M. Siskind
Title: Director and Senior Executive
Vice President
Page 20 of 30 Pages
<PAGE>
CUSIP NO. 36866W 10 6
Schedule 1
----------
Directors, Executive Officers and Controlling Persons of the Reporting Persons.
<TABLE>
<CAPTION>
Principal Business or
Organization
in Which Such Employment
Name Principal Occupation and Business Address is Conducted
---- ----------------------------------------- ------------
<S> <C> <C>
K. Rupert Murdoch Chairman and Chief Executive of News Corporation; Director of News News Corporation
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; Chairman and Chief Philip Morris
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 of News News Corporation
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;
</TABLE>
Page 21 of 30 Pages
<PAGE>
CUSIP NO. 36866W 10 6
<TABLE>
<CAPTION>
<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 Officer of News News Corporation
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; Executive Director of News Corporation
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 President and Chief News Corporation
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.
1211 Avenue of the Americas
New York, New York 10036
Roderick I. Eddington/1/ Non Executive Director of News Corporation; Chief Executive of British Airways
British Airways plc ("British Airways")
c/o 2 Holt Street
Sydney, New South Wales 2010
Australia
</TABLE>
--------
1 Citizen of Australia
Page 22 of 30 Pages
<PAGE>
CUSIP NO. 36866W 10 6
<TABLE>
<CAPTION>
<S> <C> <C>
Aatos Erkko/2/ Non Executive Director of Sanoma
News Corporation; Chairman of
Sanoma WSDY Group
("Sanoma"), a privately owned
media company in Finland.
P.O. Box 144
SF00101 Helsinki, Finland
Andrew S.B. Knight/3/ 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 and Senior Executive Vice President of News News Corporation
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 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; Director of SGN; STAR TV
Director, Chairman and Chief Executive Officer of Star TV; Director
of YankeeNets L.L.C.; Chairman of Rawkus Entertainment LLP;
8th Floor, One Harbourfront
18 Tak Fung Street
Hunghom, Kowloon, Hong Kong
</TABLE>
--------------------------------------------------------------------------------
2 Citizen of Finland
3 Citizen of United Kingdom
Page 23 of 30 Pages
<PAGE>
CUSIP NO. 36866W 10 6
<TABLE>
<CAPTION>
<S> <C> <C>
Thomas J. Perkins Non Executive Director of News Corporation; Senior Partner at Kleiner Kleiner Perkins
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; Chairman of MCI Worldcom, MCI
Inc. ("MCI");
1801 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
Stanley S. Shuman Non Executive Director of News Corporation; Executive Vice President Allen & Company
and Managing Director of Allen & Company Incorporated ("Allen &
Company"); Director of NAI; Director of Bayou Steel Corporation;
711 Fifth Avenue
New York, New York 10176
Arthur M. Siskind Executive Director, Senior Executive Vice President and Group General News Corporation
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;
1211 Avenue of the Americas
New York, New York 10036
</TABLE>
Page 24 of 30 Pages
<PAGE>
CUSIP NO. 36866W 10 6
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 99.3 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.
Page 25 of 30 Pages
