-----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, PZ3fny2jndClvklB1GLGpzyfP8WlrdA5Kbx9eovXE7lWT6rw7pVSunF5gzyDJVqr UNFZx1KiGZIt6ptqV2U0Lg== 0001017062-00-000011.txt : 20000106 0001017062-00-000011.hdr.sgml : 20000106 ACCESSION NUMBER: 0001017062-00-000011 CONFORMED SUBMISSION TYPE: SC 13D/A 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/A SEC ACT: SEC FILE NUMBER: 005-50973 FILM NUMBER: 501500 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: YUEN HENRY C CENTRAL INDEX KEY: 0001007381 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 135 LOS ROBLES AVE STE 800 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 6267925700 MAIL ADDRESS: STREET 1: 135 LOS ROBLES AVE STREET 2: STE 800 CITY: PASADENA STATE: CA ZIP: 91101 SC 13D/A 1 AMENDMENT TO SCHEDULE 13D FOR HENRY YUEN 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/ (Amendment No. 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) Henry C. Yuen - ------------------------------------------------------------------------------ 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. United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7. NUMBER OF 14,831,094/2/ SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8. OWNED BY None ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9. REPORTING 14,831,094/2/ PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10. None - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11. 14,831,094/2/ - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12. [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13. 14.78% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14. IN - ------------------------------------------------------------------------------ /2/ Reporting person beneficially owns 14,831,094 Ordinary Shares, of which 8,741,114 represent options exercisable within sixty (60) days of the Date of Event which requires the filing of this Statement. 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: Henry C. Yuen (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 Board and member of the Board of Directors, President and Chief Executive Officer of the Issuer (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, the Reporting Person entered into an agreement (the "Voting Agreement") pursuant to which the Reporting Person 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, the Reporting Person 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 the Reporting Person 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 14,831,094 or 14.78% of the Issuer's Ordinary Shares, of which 8,741,114 represent options exercisable within sixty (60) days of October 4, 1999, the Date of Event. See Item 4 above. (b) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) Sole power to vote or to direct the vote: 14,831,094* (ii) Shared power to vote or to direct the vote: None* (iii) Sole power to dispose or to direct the disposition: 14,831,094* (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 Henry C. Yuen and accepted by TV Guide, Inc. * Reporting person owns 14,831,094 Ordinary Shares, of which 8,741,114 represent options currently exercisable within sixty (60) days of the date of this Statement. 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/ HENRY C. YUEN -------------------------- Henry C. Yuen EX-99.1 2 LETTER AGREEMENT - HENRY YUEN/ TV GUIDE EXHIBIT 1 October 3, 1999 TV Guide, Inc. 7140 S. Lewis Avenue Tulsa, Oklahoma 74136-5422 Re Agreement of Principal Stockholders 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, 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. The undersigned will vote or cause to be voted all ------ shares of capital stock of Gemstar owned of record or beneficially owned or held in any capacity by the undersigned or under the control of the undersigned 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. Restriction on Transfer. During the period from the date of the ----------------------- Merger Agreement and continuing until the earlier of the termination of the Merger Agreement pursuant to its terms or the Effective Time, 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; provided, however, that the undersigned may sell, transfer, pledge or otherwise dispose of, in the aggregate, up to 5% of the Shares pursuant to Permitted Transfers and/or Fast Track Sales (as such terms are defined in the Stockholders Agreement attached as an Exhibit to the Merger Agreement); provided, further, that 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, provided that the terms of such derivative transaction permit cash settlement of a party's obligations thereunder and do not restrict the undersigned's obligations to vote the pledged Shares in accordance with Section 1 hereof. 4. Grant of Irrevocable Proxy; Appointment of Proxy. ------------------------------------------------ (a) The undersigned hereby irrevocably grants to, and appoints, Peter Boylan and Joe Kiener, in their respective capacities as officers of 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 the undersigned's 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 4 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 letter 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. 5. Termination. This letter agreement and the undersigned's ----------- obligations hereunder will terminate concurrently with any termination of the Merger Agreement. 6. Effective Date; Succession. Upon your acceptance and execution -------------------------- of this letter 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. 7. Nature of Holdings; Shares. All references herein to the -------------------------- undersigned's holdings of the Shares shall be deemed to include Shares held or controlled by the undersigned, individually, jointly (as community property or otherwise), or in any other capacity, and shall extend to any securities issued to the undersigned in respect of the Shares. 8. Defined Terms. All capitalized terms used herein shall have the ------------- meaning ascribed to such terms in the Merger Agreement, unless otherwise defined herein. 9. Specific Performance. The parties hereto agree that, in light of -------------------- the irreparable damage that would occur in the event any provision of this letter agreement were not performed in accordance with the terms hereof and the inadequacy of damages as a remedy, 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, /s/ HENRY C. YUEN -------------------------- Henry C. Yuen ACCEPTED: TV GUIDE, INC. By: /s/ PETER C. BOYLAN III --------------------------------- Name: Peter C. Boylan III -------------------------- Title: President ------------------------- Schedule 1 ---------- Beneficial Owner Ordinary Shares Owned - ---------------- --------------------- Henry C. Yuen................................................. 21,639,920 -----END PRIVACY-ENHANCED MESSAGE-----