-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dn/XGh2GtB3frsltP2GdcsewND+BiUVfOgYYKGkKPGHaWP+/+XJQI7NDesiX4wTK eKRiRFq453z6bI14vI6pgg== 0001001039-98-000032.txt : 19980720 0001001039-98-000032.hdr.sgml : 19980720 ACCESSION NUMBER: 0001001039-98-000032 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980714 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RENTRAK CORP CENTRAL INDEX KEY: 0000800458 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE DISTRIBUTION [7822] IRS NUMBER: 930780536 STATE OF INCORPORATION: OR FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39481 FILM NUMBER: 98665577 BUSINESS ADDRESS: STREET 1: ONE AIRPORT CTR STREET 2: 7700 N E AMBASSADOR PL CITY: PORTLAND STATE: OR ZIP: 97220 BUSINESS PHONE: 5032847581 MAIL ADDRESS: STREET 1: 7227 NE 55TH AVENUE CITY: PORTLAND STATE: OR ZIP: 97218 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL VIDEO INC DATE OF NAME CHANGE: 19881004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WALT DISNEY CO/ CENTRAL INDEX KEY: 0001001039 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 954545390 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 SOUTH BUENA VISTA ST CITY: BURBANK STATE: CA ZIP: 91521 BUSINESS PHONE: 8185601000 MAIL ADDRESS: STREET 1: 500 SOUTH BUENA VISTA ST CITY: BURBANK STATE: CA ZIP: 91521 FORMER COMPANY: FORMER CONFORMED NAME: DC HOLDCO INC DATE OF NAME CHANGE: 19950918 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Rentrak Corporation (Name of Issuer) COMMON STOCK, .001 PAR VALUE PER SHARE (Title of Class of Stock) 760174 2 (CUSIP Number) David K. Thompson Senior Vice President - Assistant General Counsel Disney Enterprises, Inc. 500 South Buena Vista Street, Burbank, CA 91521 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 14, 1998 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box __ Check the following box if a fee is being paid with the statement ___. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 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). SCHEDULE 13D CUSIP No. 760174 2 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Disney Enterprises, Inc., a wholly owned subsidiary of The Walt Disney Company 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 1,543,203 shares 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 1,543,203 shares 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,543,203 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.3% 14 TYPE OF REPORTING PERSON* CO This Amendment No. 1 amends the Statement on Schedule 13D, dated January 9, 1998, of Disney Enterprises, Inc., a Delaware corporation (the "Company"). Item 1. Security and Issuer. This Amendment No. 1 to Schedule 13D relates to the common stock, $.001 par value per share (the "Common Stock"), of Rentrak Corporation, an Oregon corporation (the "Issuer"). The Issuer's principal executive offices are located at 7700 N.E. Ambassador Place, Portland, Oregon 97220. Item 2. Identity and Background. The Company is a Delaware corporation. The Company, a wholly owned subsidiary of The Walt Disney Company ("TWDC"), is a diversified international entertainment company with operations in three business segments: creative content, broadcasting, and theme parks and resorts. The address of the principal office of the Company is 500 South Buena Vista Street, Burbank, California 91521. The information required with respect to the executive officers and directors of the Company and TWDC is attached as Exhibit A. Neither the Company nor, to the best of its knowledge, any of the persons listed in Exhibit A has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, the result of which was or is to subject the Company or any person listed in Exhibit A 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 violation with respect to such laws. Item 3. Source and Amount of Funds and Other Consideration. On July 22, 1994, the Issuer granted to the Company warrants to purchase an aggregate of 2,673,750 shares of Common Stock at $7.13 per share (the "Warrants"). The Warrants vest over time and only in accordance with certain milestones. As a result of having missed certain milestones and the triggering of certain anti-dilution provisions, the aggregate number of shares currently subject to the Warrants is 2,043,203, of which 1,543,203 will be vested within 60 days of July 14, 1998, and the exercise price is $6.58. It is presently anticipated that, if the Warrants were exercised, the funds required to pay the exercise price would be provided from general corporate funds of the Company. Item 4. Purpose of Transaction. The Company acquired the Warrants for the purpose of investment. The Company has no present intention to exercise the Warrants in whole or in part. Except as described above, the Company does not have any specific plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4. Item 5. Interest in Securities of the Issuer. (a) As of July 14, 1998, the Company owns Warrants the vesting of which shall occur within 60 days from such date representing approximately 12.3% of the outstanding shares of Common Stock of the Issuer. The number of outstanding shares is 11,006,224 shares as of June 1, 1998 plus the 1,543,203 shares subject to the Warrants (included pursuant to Rule 13d-3 of the Act). For purposes of computing the percentage beneficial ownership of the Company, the total number of shares of Common Stock considered to be outstanding is 12,549,427. (b) Upon exercise of the vested Warrants, the Company would acquire sole voting and dispositive power with respect to 1,543,203 shares of Common Stock. (c) Not applicable. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The Issuer and the Company entered into a Warrant Agreement, dated as of July 22, 1994 (the "Warrant Agreement"), whereby the Issuer granted to the Company warrants to purchase an aggregate of 2,673,750 shares of Common Stock at $7.13 per share (the "Warrants"). The Warrants vest over time and only in accordance with certain milestones. As a result of having missed certain milestones and the triggering of certain anti- dilution provisions, the aggregate number of shares currently subject to the Warrants is 2,043,203, of which 1,543,203 shares will be vested within 60 days of July 14, 1998, and the exercise price is $6.58. The Warrant Agreement was filed previously as Exhibit B to Schedule 13D dated January 9, 1998. The Warrant Agreement contains antidilution provisions pursuant to which the number of warrants and exercise price thereof may adjust due to certain actions of the Issuer including, but not limited to, stock dividends, subdivisions and reclassifications, and certain other dividends and distributions. In addition, the Warrant Agreement contains registration rights which allow the holder of Warrants or shares of Common Stock received upon exercise of Warrants to request that the Issuer use its best efforts to effect the registration of the shares of Common Stock received upon exercise of Warrants on the terms and conditions set forth in the Warrant. The Issuer is not required to effect a registration unless at least 25% of the common stock subject to the Warrants is to be registered in such registration. The holders shall be entitled to three such requests. The Warrant Agreement also contains incidental registration allowing the holder of Warrants, in certain circumstances, to include shares of Common Stock received upon exercise of Warrants in a registration planned by the Issuer. Except as otherwise disclosed in this Amendment No. 1 to Schedule 13D, neither the Company nor any executive officer or director listed in Exhibit A has any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to securities of the Issuer. Item 7. Material to Be Filed as Exhibits. Exhibit A -- Executive officers and directors of Disney Enterprises, Inc. and its parent, The Walt Disney Company. 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. DISNEY ENTERPRISES, INC. By: /s/ David K. Thompson -------------------------- David K. Thompson Senior Vice President Assistant General Counsel Dated: July 14, 1998 EXHIBIT INDEX EXHIBIT TITLE PAGE - ------- ----- ----- Exhibit A Executive officers and directors of Disney Enterprises, Inc. and its parent, The Walt Disney Company EXHIBIT A Executive Officers and Directors of Disney Enterprises, Inc. and The Walt Disney Company Each person listed below is a United States citizen with a business address at 500 South Buena Vista Street, Burbank, California 91521. NAME PRESENT PRINCIPAL OCCUPATION Michael D. Eisner Chairman of the Board and Chief Executive Officer and Director - The Walt Disney Company Roy E. Disney Vice Chairman of the Board and Director - The Walt Disney Company Sanford M. Litvack Senior Executive Vice President and Chief of Corporate Operations and Director - The Walt Disney Company; President - Disney Enterprises, Inc. Thomas O. Staggs Executive Vice President and Chief Financial Officer - The Walt Disney Company Peter E. Murphy Executive Vice President and Chief Strategic Officer - The Walt Disney Company John F. Cooke Executive Vice President - Corporate Affairs - The Walt Disney Company and Disney Enterprises, Inc. Louis M. Meisinger Executive Vice President and General Counsel - The Walt Disney Company and Disney Enterprises, Inc. David K. Thompson Senior Vice President-Assistant General Counsel and Assistant Secretary - The Walt Disney Company and Disney Enterprises, Inc.; Director - Disney Enterprises, Inc. Marsha L. Reed Corporate Secretary - The Walt Disney Company and Disney Enterprises, Inc.; Director - Disney Enterprises, Inc. Reveta Franklin Bowers Director - The Walt Disney Company Judith Estrin Director - The Walt Disney Company Ignacio E. Lozano, Jr. Director - The Walt Disney Company George J. Mitchell Director - The Walt Disney Company Gary L. Wilson Director - The Walt Disney Company Stanley P. Gold Director - The Walt Disney Company Thomas S. Murphy Director - The Walt Disney Company Leo J. O'Donovan S.J. Director - The Walt Disney Company Irwin E. Russell Director - The Walt Disney Company Raymond L. Watson Director - The Walt Disney Company Richard A. Nunis Director - The Walt Disney Company Sidney Poitier Director - The Walt Disney Company Robert A.M. Stern Director - The Walt Disney Company E. Cardon Walker Director - The Walt Disney Company -----END PRIVACY-ENHANCED MESSAGE-----