UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
COINSTAR, INC.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
19259P300
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(CUSIP Number)
May 10, 2000
--------------
(Date of Event which Required Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Page 1 of 9 pages)
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SCHEDULE 13G
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CUSIP No. 19259P300 Page 2 of 9 pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Mark A. Riely
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
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NUMBER OF 5 SOLE VOTING POWER
SHARES 174,500
BENEFICIALLY -------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 2,004,300
REPORTING -------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 174,500
-------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,004,300
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,178,800
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.8%
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12 TYPE OF REPORTING PERSON*
IN
(Page 2 of 9 pages)
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SCHEDULE 13G
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CUSIP No. 19259P300 Page 3 of 9 pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Curtis L. Alexander
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
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NUMBER OF 5 SOLE VOTING POWER
SHARES 36,590
BENEFICIALLY -------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 2,004,300
REPORTING -------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 36,590
-------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,004,300
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,040,890
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
-------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.1%
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12 TYPE OF REPORTING PERSON*
IN
(Page 3 of 9 pages)
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SCHEDULE 13G
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CUSIP No. 19259P300 Page 4 of 9 pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Media Group Investors, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OR ORGANIZATION
a Delaware limited partnership
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NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 1,167,850
REPORTING
PERSON -------------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,167,850
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,167,850
-------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
-------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
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12 TYPE OF REPORTING PERSON*
PN
(Page 4 of 9 pages)
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This Statement on Schedule 13G dated October 27, 1999 filed by
Mark A. Riely is amended to read in its entirety as follows:
Item 1(a). Name of Issuer:
Coinstar, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1800 114th Avenue S.E., Suite 200
Bellevue, WA 98004
Item 2(a). Name of Person Filing:
This statement is filed by:
(1) Mark A. Riely ("Riely") with respect to the shares of Common Stock,
par value $.001 per share ("Common Stock") of Coinstar, Inc. (the "Company")
which may be deemed to be beneficially owned by Riely, including 174,500 shares
of Common Stock owned of record by Riely, 1,167,850 shares of Common Stock owned
by Media Group Investors, L.P., which has a sole general partner, Media Group
Management, Inc., of which Riely is a 75% shareholder, 370,710 shares of Common
Stock owned by Media Group Investments, Ltd., which has as its investment
advisor Vercingetorix Corp., of which Riely is a 50% shareholder, 315,590 shares
of Common Stock owned by an account of Goldman Sachs Strategic Tech Fund, which
account is managed by Vercingetorix Corp., of which Riely is a 50% shareholder,
and 150,150 shares of Common Stock owned by Key Media & Communications, Inc.,
which has as its investment advisor Vercingetorix Corp., of which Riely is a 50%
shareholder.
(2) Curtis L. Alexander ("Alexander") with respect to the shares of Common
Stock of the Company which may be deemed to be beneficially owned by Alexander,
including 36,590 shares of Common Stock owned of record by Alexander, 1,167,850
shares of Common Stock owned by Media Group Investors, L.P., which has a sole
general partner, Media Group Management, Inc., of which Alexander is a 25%
shareholder, 370,710 shares of Common Stock owned by Media Group Investments,
Ltd., which has as its investment advisor Vercingetorix Corp., of which
Alexander is a 50% shareholder, 315,590 shares of Common Stock owned by an
account of Goldman Sachs Strategic Tech Fund, which account is managed by
Vercingetorix Corp., of which Alexander is a 50% shareholder, and 150,150 shares
of Common Stock owned by Key Media & Communications, Inc., which has as its
investment advisor Vercingetorix Corp., of which Alexander is a 50% shareholder.
(3) Media Group Investors, L.P. ("MGI LP") with respect to the shares of
Common Stock of the Company owned of record by MGI LP.
(Riely, Alexander and MGI LP are each a "Reporting Person" and,
collectively, the "Reporting Persons".)
Item 2(b). Address of Principal Business Office, or, if None, Residence:
The business address of Riely is 260 West Broadway, Suite 2-D, New
York, New York 10013. The business address of Alexander is 365 Boston Post Road,
Suite 210, Sudbury, MA 01776. The principal business office of MGI LP is located
at 365 Boston Post Road, Suite 210, Sudbury, MA 01776.
Item 2(c). Citizenship:
Riely and Alexander are each United States citizens. MGI LP is a
Delaware limited partnership.
Item 2(d). Title of Class of Securities:
This statement relates to the Company's Common Stock, par value
$.001 per share.
(Page 5 of 9 pages)
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Item 2(e). CUSIP Number:
19259P300
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or
(c), check whether the person is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act,
(d) [ ] Investment Company registered under Section 8 of the Investment
Company Act,
(e) [ ] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-
1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance with Rule 13d-
1(b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the Federal Deposit
Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c) check this box. [x]
Item 4. Ownership.
(A) As to Reily:
(a) Amount beneficially owned: 2,178,800
(b) Percent of class: 10.8%
(i) Sole power to vote or direct the vote: 174,500
(ii) Shared power to vote or direct the vote: 2,004,300
(iii) Sole power to dispose or direct the disposition: 174,500
(iv) Shared power to dispose or direct the disposition: 2,004,300
As of June 9, 2000 Riely has the sole power to vote and dispose of 174,500
shares of Common Stock owned of record by Riely. Riely has the shared power to
vote and dispose of 1,167,850 shares of Common Stock owned by Media Group
Investors, L.P. which has a sole general partner, Media Group Management, Inc.,
of which Riely is a 75% shareholder, 370,710 shares of Common Stock owned by
Media Group Investments, Ltd., which has as its investment advisor Vercingetorix
Corp., of which Riely is a 50% shareholder, 315,590 shares of Common Stock owned
by an account of Goldman Sachs Strategic Technology Fund, L.P., which account is
managed by Vercingetorix Corp., of which Riely is a 50% shareholder, and 150,150
shares of Common Stock owned by Key Media & Communications, Inc., which has as
its investment advisor Vercingetorix Corp., of which Riely is a 50% shareholder.
(B) As to Alexander:
(a) Amount beneficially owned: 2,040,890
(b) Percent of class: 10.1%
(i) Sole power to vote or direct the vote: 36,590
(ii) Shared power to vote or direct the vote: 2,004,300
(iii)Sole power to dispose or direct the disposition: 36,590
(iv) Shared power to dispose or direct the disposition: 2,004,300
As of June 9, 2000 Alexander has the sole power to vote and dispose of
36,590 shares of Common Stock owned of record by Alexander. Alexander has the
shared power to vote and dispose of 1,167,850 shares of Common Stock owned by
Media Group Investors, L.P. which has
(Page 6 of 9 pages)
<PAGE>
a sole general partner, Media Group Management, Inc., of which Alexander is a
25% shareholder, 370,710 shares of Common Stock owned by Media Group
Investments, Ltd., which has as its investment advisor Vercingetorix Corp., of
which Alexander is a 50% shareholder, 315,590 shares of Common Stock owned by an
account of Goldman Sachs Strategic Technology Fund, L.P., which account is
managed by Vercingetorix Corp., of which Alexander is a 50% shareholder, and
150,150 shares of Common Stock owned by Key Media & Communications, Inc., which
has as its investment advisor Vercingetorix Corp., of which Alexander is a 50%
shareholder.
(C) As to MGI LP:
(a) Amount beneficially owned: 1,167,850
(b) Percent of class: 5.8%
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 1,167,850
(iii)Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 1,167,850
As of June 9, 2000 MGI LP has the shared power to vote and dispose of
1,167,850 shares of Common Stock owned of record by MGI LP.
Item 5. Ownership of Five Percent or Less or a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
See Item 4.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Each of the Reporting Persons hereby makes the following
certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
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: June 9, 2000
/s/ Mark A. Riely
-----------------------------
Mark A. Riely
(Page 7 of 9 pages)
<PAGE>
/s/ Curtis L. Alexander
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Curtis L. Alexander
MEDIA GROUP INVESTORS, L.P.
By: Media Group Management, Inc.,
its general partner
By: /s/ Mark A. Riely
-----------------------------
Name: Mark A. Riely
Title: President
EXHIBIT INDEX
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Exhibits
1. Joint Filing Agreement, dated June 9, 2000, among Riely, Alexander,
and MGI LP.
Page 8 of 9 pages
<PAGE>
EXHIBIT 1
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JOINT FILING AGREEMENT
The undersigned hereby agree that this Statement on Schedule 13G with
respect to the beneficial ownership of shares of Common Stock, par value $.001
per share, of Coinstar, Inc. is filed jointly, on behalf of each of them.
Dated: June 9, 2000
/s/ Mark A. Riely
-----------------------------
Mark A. Riely
/s/ Curtis L. Alexander
-----------------------------
Curtis L. Alexander
MEDIA GROUP INVESTORS, L.P.
By: Media Group Management, Inc.,
its general partner
By: /s/ Mark A. Riely
-----------------------------
Name: Mark A. Riely
Title: President
(Page 9 of 9 pages)
