-----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, NlDc/ImNC1SftkDP6K4VkVgxbo9ZMXmVkzxQrT63HCSfFrWLMPdXMGu6rWBzxY1+ 6LCOaSQgBNJr0HmHGJnbCg== 0001017062-00-000009.txt : 20000106 0001017062-00-000009.hdr.sgml : 20000106 ACCESSION NUMBER: 0001017062-00-000009 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000105 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GEMSTAR INTERNATIONAL GROUP LTD CENTRAL INDEX KEY: 0000923282 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 980139960 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-50973 FILM NUMBER: 501481 BUSINESS ADDRESS: STREET 1: 135 NORTH LOS ROBLES AVE STREET 2: STE 800 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 8187925700 MAIL ADDRESS: STREET 1: 135 N LOS ROBLES AVE STREET 2: STE 800 CITY: PASADENA STATE: CA ZIP: 91101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAU THOMAS L H CENTRAL INDEX KEY: 0001007625 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: GEMSTAR TOWER 23 MAN LOK ST STREET 2: HUNG HOM KOWLOON HONG KONG CITY: HONG KONG STATE: K3 MAIL ADDRESS: STREET 1: 135 LOS ROBLES AVE STREET 2: STE 800 CITY: PASADENA STATE: CA ZIP: 91101 SC 13D 1 SCHEDULE 13D FILED BY THOMAS LAU RE GEMSTAR INT'L UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934/1/ Gemstar International Group Limited ---------------------------------------------- (Name of Issuer) Ordinary Shares ------------------------------------------ (Title of Class of Securities) G3788V 10 6 ------------------------------------------ (CUSIP Number) Stephen A. Weiswasser 135 North Los Robles Avenue, Suite 800 Pasadena, California 91101 (626) 792-5700 ------------------------------------------ (Name, Address and telephone Number of Person Authorized to Receive Notices and Communication) October 4, 1999 ------------------------------------------ (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(c), 13d-1(f) or 13d-1(g), check the following box [ ]. - ------------------------ /1/ The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior coverage. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. G3788V 106 PAGE 2 OF 6 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Thomas L. H. Lau - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2. (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3. - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4. N/A - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(c) [_] 5. - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION: 6. Canada - ------------------------------------------------------------------------------ SOLE VOTING POWER 7. NUMBER OF 20,000,000/2/ SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8. OWNED BY None ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9. REPORTING 20,000,000/2/ PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10. None - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11. 20,000,000/2/ - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12. [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13. 19.92% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14. IN - ------------------------------------------------------------------------------ /2/ The Reporting Person's shares are held by Dynamic Core Holdings Limited, a British Virgin Islands Corporation, of which the Reporting Person is the sole shareholder. The shares reported above have been adjusted to reflect the Issuer's two-for-one stock split which was paid in the form of a stock dividend on May 14, 1999. See Item 4 below ITEM 1. SECURITY AND ISSUER: (a) TITLE OF THE CLASS OF EQUITY SECURITIES: Ordinary Shares (b) NAME OF ISSUER: Gemstar International Group Limited (c) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 135 North Los Robles Avenue, Suite 800 Pasadena, California 91101 ITEM 2. IDENTITY AND BACKGROUND: (a) NAME OF PERSON FILING: Thomas L. H. Lau (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 135 North Los Robles Avenue, Suite 800 Pasadena, California 91101 (c) PRINCIPAL OCCUPATION OR EMPLOYMENT: Chairman of The Kwong Sang Hong Limited, a company engaged in property investment and distribution and trading cosmetics. Chairman of Chinese Estates Holdings Ltd., a holding company for various Hong Kong business interests, including real estate and securities. Chairman of Evergo International Holdings Co. Ltd., a company principally engaged in property investment and financing in the People's Republic of China. (d) CRIMINAL PROCEEDINGS: N/A (e) CIVIL PROCEEDINGS: N/A (f) CITIZENSHIP: N/A ITEM 3. SOURCE OF FUNDS AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: N/A Item 4. PURPOSE OF TRANSACTION: On October 4, 1999, the Issuer, TV Guide, Inc., a Delaware corporation ("TV Guide"), and G Acquisition Subsidiary Corp., a Delaware corporation ("Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), whereupon consummation of the transactions contemplated therein, TV Guide will become a wholly owned subsidiary of Issuer. Concurrently with the execution of the Merger Agreement, Dynamic Core Holdings Limited, of which the Reporting Person is the sole shareholder, entered into an agreement (the "Voting Agreement") pursuant to which it agreed to vote its shares in favor of the transactions contemplated by the Merger Agreement (including the issuance of the Issuer's ordinary shares in connection with the Merger (defined below) and the domestication of Issuer from the British Virgin Islands to the State of Delaware) and against any inconsistent proposals or transactions. In addition, Dynamic Core Holdings Limited granted an irrevocable proxy to certain officers of TV Guide and appointed such officers as its attorney-in-fact to vote all the shares beneficially owned by Dynamic Core Holdings Limited in accordance with the provisions of the Voting Agreement. The Voting Agreement is attached hereto as Exhibit 1. Other than as described above and as contemplated by the Merger Agreement, the Voting Agreement and the Stockholders Agreement, the Reporting Person has no plans or proposals which relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D (although the Reporting Person reserves the right to develop such). ITEM 5. INTEREST IN SECURITIES OF ISSUER: (a) AGGREGATE AMOUNT BENEFICIALLY OWNED AND PERCENT OF CLASS: The Reporting person beneficially owns 20,000,000 or 19.92% of the Issuer's Ordinary Shares. The Reporting Person's shares are held by Dynamic Core Holdings Limited, a British Virgin Islands Corporation, of which the Reporting Person is the sole shareholder. See Item 4 above. (b) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) Sole power to vote or to direct the vote: 20,000,000* (ii) Shared power to vote or to direct the vote: None* (iii) Sole power to dispose or to direct the disposition: 20,000,000* (iv) Shared power to dispose or to direct the disposition of: None* (c) TRANSACTIONS IN THE PREVIOUS 60 DAYS: (d) ANY OTHER PERSON KNOWN TO HAVE THE RIGHT TO RECEIVE OR THE POWER TO DIRECT DIVIDENDS: N/A (e) DATE ON WHICH THE REPORTING PERSON CEASED TO BE A BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES: N/A ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER: Item 4 is incorporated herein by reference. ITEM 7. EXHIBITS: 1. Letter Agreement, dated as of October 4, 1999, executed by Dynamic Core Holdings Limited and accepted by TV Guide, Inc. * Reporting person beneficially owns 20,000,000 Ordinary Shares. The Reporting Person's shares are held by Dynamic Core Holdings Limited, a British Virgin Islands Corporation, of which the Reporting Person is the sole shareholder.See Item 4 above. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. December 9, 1999 /s/ Thomas L. H. Lau -------------------------- Thomas L. H. Lau EX-99.1 2 LETTER AGREEMENT - DYNAMIC CORE/ TV GUIDE EXHIBIT 1 October 3, 1999 TV Guide, Inc. 7140 S. Lewis Avenue Tulsa, Oklahoma 74136-5422 Re Agreement of Principal Stockholder Concerning Transfer and Voting of Shares of Gemstar International Group Limited ----------------------------------------------------------------- The undersigned understands that TV Guide, Inc., a Delaware corporation ("TV Guide"), and Gemstar International Group Limited, a British Virgin Islands corporation ("Gemstar"), of which the undersigned is a stockholder, are prepared to enter into an agreement for the merger (the "Merger") of G Acquisition Subsidiary Corp., a Delaware corporation ("Sub"), into TV Guide, but that TV Guide has conditioned its willingness to proceed with such agreement (the "Merger Agreement") upon its receipt from the undersigned of assurances satisfactory to TV Guide of the undersigned's support of and commitment to the Merger. In order to evidence such commitment and to induce TV Guide to enter into the Merger Agreement, the undersigned hereby represents and warrants to TV Guide and agrees with TV Guide as follows: 1. Voting. Subject to the terms of those certain account and margin ------ agreements with Goldman, Sachs & Co. and Alex. Brown & Sons Incorporated and that Re-Registration Letter for 144/145 Securities issued by Goldman, Sachs & Co. in connection with the re-registration of certain securities of Gemstar (collectively, the "Account Agreements"), the undersigned will vote or cause to be voted at any meeting of the stockholders of Gemstar and in any action by consent by the stockholders of Gemstar all shares of capital stock of Gemstar owned of record or beneficially owned or held in any capacity by the undersigned or under the voting control of the undersigned as of the record date for such meeting or action by consent in favor of the Merger and the issuance of the Parent Common Stock in connection with the Merger and other transactions provided for, in or contemplated by the Merger Agreement (including the domestication of Gemstar from the British Virgin Islands to the State of Delaware), and against any inconsistent proposals or transactions. 2. Ownership. As of the date hereof, Schedule 1 hereto sets forth --------- the shares of Parent Common Stock owned by the undersigned of record or beneficially, including shares issuable upon the exercise or conversion of options or convertible securities of Gemstar (collectively, the "Shares"). 3. No Ownership Interest. Except as set forth in Section 1, nothing --------------------- contained in this Voting Agreement shall be deemed to vest in anyone other than the undersigned any direct or indirect ownership or incidents of ownership of or with respect to any Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain and belong to the undersigned, and no one shall have any authority to manage, direct, restrict, regulate, govern, or administer any of the policies or operations of Gemstar or exercise any power or authority to direct the voting of any of the Shares as a result of this Voting Agreement, except to the extent otherwise expressly provided herein. 4. Restriction on Transfer. Subject to the terms of the Account ----------------------- Agreements, during the period from the date of the Merger Agreement and continuing until the earlier of (i) September 30, 2000; (ii) the termination of the Merger Agreement pursuant to its terms; or (iii) the Effective Time (as -1- defined in the Merger Agreement), the undersigned will not sell, transfer, pledge or otherwise dispose of any of the Shares or any interest therein or agree to sell, transfer, pledge or otherwise dispose of any of the Shares or any interest therein, without your express written consent, unless the transferee of the Shares agrees in writing to be bound by the terms of this Voting Agreement; provided, however, that (x) the undersigned may, without your consent, sell up to 15% of the Shares owned, in the aggregate, by the undersigned, and (y) the undersigned may pledge the Shares to secure bona fide indebtedness or bona fide monetization transactions or to secure the obligations of a person in connection with derivative transactions and settlement obligations thereunder (including, without limitation, puts, calls, collars, swaps, etc.) with respect to the Shares of Common Stock, provided that the terms of such derivative transaction permit cash settlement of a party's obligations thereunder and do not restrict our obligations to vote the pledged Shares in accordance with Section 1 hereof. The provisions of Section 5 of this Agreement shall not apply to Shares disposed of under clause (x) of the preceding sentence of this Section 4. 5. Grant of Irrevocable Proxy; Appointment of Proxy. ------------------------------------------------ (a) To the extent permitted by the Account Agreements, the undersigned hereby irrevocably grants to, and appoints, Peter Boylan and Joe Kiener, in their respective capacities as officers of the TV Guide, any individual who hereafter shall succeed to any such office of TV Guide, and each of them individually, the undersigned's proxy and attorney-in-fact (with full power of substitution), for and in the undersigned's name, place and stead, to vote the Shares, or grant a consent or approval in respect of such Shares, in accordance with our covenants in Section 1 hereof. (b) The undersigned represents that any proxies heretofore given in respect of the Shares are not irrevocable, and that all such proxies are hereby revoked. (c) The undersigned hereby affirms that the irrevocable proxy set forth in this Section 5 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the undersigned's duties under this Agreement. The undersigned hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The undersigned hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. 6. Termination. This letter agreement and the undersigned's ----------- obligations hereunder will terminate upon the earlier to occur of (i) the Effective Time (as defined in the Merger Agreement); (ii) the date on which the Merger Agreement is terminated; or (iii) September 30, 2000. 7. Effective Date; Succession; Remedies. Upon your acceptance and ------------------------------------ execution of the Agreement, this letter agreement shall mutually bind and benefit you and the undersigned, any of the undersigned's heirs, successors and assigns and any of your successors. You will not assign the benefit of this letter agreement other than to a wholly owned subsidiary. The undersigned agrees that in light of the inadequacy of damages as a remedy, specific performances shall be available to you, in addition to any other remedies you may have for the violation of this letter agreement. 8. Nature of Holdings; Shares. All references herein to our holdings -------------------------- of the Shares shall be deemed to include Shares held or controlled by any of us, individually, jointly (as community property or otherwise), or in any other capacity, and shall extend to any securities issued to any of us in respect of the Shares. 9. Defined Terms. All capitalized terms used herein shall have the ------------- meaning ascribed to such terms in the Merger Agreement, unless otherwise defined herein. -2- 10. Specific Performance. The parties hereto agree that irreparable -------------------- damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity. Very truly yours, Principal Stockholder DYNAMIC CORE HOLDINGS LIMITED By: /s/ THOMAS L. H. LAU -------------------------------- Name: Thomas L. H. Lau -------------------------- Its: -------------------------- ACCEPTED: TV GUIDE, INC. By: /s/ PETER C. BOYLAN III --------------------------------- Name: Peter C. Boylan III -------------------------- Title: President -------------------------- -3- Schedule 1 ---------- Beneficial Owner Ordinary Shares Owned - ---------------- --------------------- Dynamic Core Holdings Limited....................... 20,000,000 -Schedule 1- -----END PRIVACY-ENHANCED MESSAGE-----