0001193125-05-017529.txt : 20120703 0001193125-05-017529.hdr.sgml : 20120703 20050202170528 ACCESSION NUMBER: 0001193125-05-017529 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050202 DATE AS OF CHANGE: 20050202 GROUP MEMBERS: DIRECTV ENTERPRISES, LLC GROUP MEMBERS: DIRECTV, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TIVO INC CENTRAL INDEX KEY: 0001088825 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 770463167 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57007 FILM NUMBER: 05570113 BUSINESS ADDRESS: STREET 1: 2160 GOLD STREET STREET 2: PO BOX 2160 CITY: ALVISO STATE: CA ZIP: 95002 BUSINESS PHONE: 4087476080 MAIL ADDRESS: STREET 1: 894 ROSS DRIVE STREET 2: SUITE 100 CITY: SUNNYVALE STATE: CA ZIP: 94089 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DIRECTV GROUP INC CENTRAL INDEX KEY: 0000944868 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 521106564 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2250 EAST IMPERIAL HIGHWAY CITY: EL SEGUNDO STATE: CA ZIP: 90245-0956 BUSINESS PHONE: 310-964-0808 MAIL ADDRESS: STREET 1: 2250 EAST IMPERIAL HIGHWAY CITY: EL SEGUNDO STATE: CA ZIP: 90245-0956 FORMER COMPANY: FORMER CONFORMED NAME: HUGHES ELECTRONICS CORP DATE OF NAME CHANGE: 19980511 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G, AMENDMENT NO. 2 Schedule 13G, Amendment No. 2

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

(RULE 13d-102)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),

(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

(Amendment No. 2)*

 

 

 

TiVo Inc.

(Name of Issuer)

 

Common Stock, par value $.001 per share

(Title of class of securities)

 

 

888706-10-8

                                (CUSIP number)                                

 

June 7, 2004

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

¨ Rule 13d-1(c)

 

x 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 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).

 

Continued on Following Pages

CUSIP No. 888706-10-8

    13G    Page 2 of 10

 

  1  

NAMES OF REPORTING PERSONS:

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

            DIRECTV, Inc.

            95-4321465

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:*

(a)  ¨

(b)  ¨

    
  3  

SEC USE ONLY

 

    
  4  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

            California

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  5    SOLE VOTING POWER:

 

                0

  6    SHARED VOTING POWER:

 

                0

  7    SOLE DISPOSITIVE POWER:

 

                0

  8    SHARED DISPOSITIVE POWER:

 

                0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

            0

    
10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:*

 

  

¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

            0%

    
12  

TYPE OF REPORTING PERSON:*

 

            CO

    

 

* SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 888706-10-8

    13G    Page 3 of 10

 

  1  

NAMES OF REPORTING PERSONS:

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

            DIRECTV Enterprises, LLC

            95-4511942

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:*

(a)  ¨

(b)  ¨

    
  3  

SEC USE ONLY

 

    
  4  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

            Delaware

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  5    SOLE VOTING POWER:

 

                0

  6    SHARED VOTING POWER:

 

                0

  7    SOLE DISPOSITIVE POWER:

 

                0

  8    SHARED DISPOSITIVE POWER:

 

                0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

            0

    
10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:*

 

  

¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

            0%

    
12  

TYPE OF REPORTING PERSON:*

 

            OO

    

 

* SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 888706-10-8

    13G    Page 4 of 10

 

  1  

NAMES OF REPORTING PERSONS:

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

            The DIRECTV Group, Inc.

            52-1106564

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:*

(a)  ¨

(b)  ¨

    
  3  

SEC USE ONLY

 

    
  4  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

            Delaware

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  5    SOLE VOTING POWER:

 

                0

  6    SHARED VOTING POWER:

 

                0

  7    SOLE DISPOSITIVE POWER:

 

                0

  8    SHARED DISPOSITIVE POWER:

 

                0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

            0

    
10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:*

 

  

¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

            0%

    
12  

TYPE OF REPORTING PERSON:*

 

            CO

    

 

* SEE INSTRUCTIONS BEFORE FILLING OUT!

Item 2

  

(a):

   Name of Person Filing:          

 

This statement is filed jointly by The DIRECTV Group, Inc., DIRECTV Enterprises, LLC and DIRECTV, Inc. The DIRECTV Group, Inc., DIRECTV Enterprises, LLC and DIRECTV, Inc. are referred to herein as the “Reporting Persons”. An agreement among the Reporting Persons with respect to the filing of this statement is attached hereto as Exhibit 1.

 

Item 4:

   Ownership:          

 

On June 7, 2004, in a sale of securities pursuant to Rule 144 under the Securities Act of 1933, The DIRECTV Group, Inc. sold 3,449,834 shares of the common stock, par value $.001 per share (“Common Stock”) of the Issuer. This represents all of the equity holdings of The DIRECTV Group, Inc. in the Issuer including 3,386,601 shares of Common Stock previously held by The DIRECTV Group, Inc. and 63,233 shares of Common Stock obtained by The DIRECTV Group, Inc. through a “cashless” exercise of 155,941 warrants. As a result of this sale of securities, none of the Reporting Persons has any beneficial interest in any of the equity securities of the Issuer.

 

The responses of the Reporting Persons to Rows (5) through (11) of the cover pages of this statement on Schedule 13G are incorporated by reference herein.

 

Item 5.

   Ownership of Five Percent or Less of a Class.     

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

 

5 of 10

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.

 

Date: January 10, 2005

 

The DIRECTV Group, Inc.

By:  

/s/ Larry D. Hunter

Name:   Larry D. Hunter
Title:   Executive Vice President,
    General Counsel and Secretary

 

6 of 10

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.

 

Date: January 10, 2005

 

DIRECTV, Inc.
By:  

/s/ Daniel M. Fawcett

Name:   Daniel M. Fawcett
Title:   Executive Vice President

 

7 of 10

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.

 

Date: January 10, 2005

 

DIRECTV Enterprises, LLC
By:  

/s/ Daniel M. Fawcett

Name:   Daniel M. Fawcett
Title:   Executive Vice President

 

8 of 10

EXHIBIT INDEX

 

Exhibit No.
  

Description of Exhibit

1.   Joint Filing Agreement, by and among The DIRECTV Group, Inc., DIRECTV Enterprises, LLC, and DIRECTV, Inc.

 

9 of 10

EX-1 2 dex1.htm JOINT FILING AGREEMENT Joint Filing Agreement

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

This will confirm the agreement by and among all of the undersigned that the Amendment No. 2 to Schedule 13G filed on or about this date with respect to the beneficial ownership by the undersigned of shares of the common stock, $.001 par value per share, of TiVo Inc., is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Date: January 10, 2005

 

The DIRECTV Group, Inc.
By:  

/s/ Larry D. Hunter

Name:   Larry D. Hunter
Title:   Executive Vice President,
    General Counsel and Secretary
DIRECTV Enterprises, LLC
By:  

/s/ Daniel M. Fawcett

Name:   Daniel M. Fawcett
Title:   Executive Vice President
DIRECTV, Inc.
By:  

/s/ Daniel M. Fawcett

Name:   Daniel M. Fawcett
Title:   Executive Vice President

 

[SIGNED IN COUNTERPART]

 

10 of 10