SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Statement of
LIBERTY MEDIA CORPORATION
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
ACTV, Inc.
(Commission File No. 001-10377)
ITEM 1. SECURITY AND ISSUER
Liberty Media Corporation, a Delaware corporation (the "Reporting
Person") hereby amends its Statement on Schedule 13D (the "Statement") with
respect to shares (the "Shares") of the Common Stock, par value $.10 per share
(the "Common Stock"), of ACTV, Inc. (the "Issuer") beneficially owned by the
Reporting Person. The Issuer's principal executive offices are located at 1270
Avenue of the Americas, New York, New York 10020.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In addition to the 2,500,000 Shares of Common Stock held by Reporting
Person and previously disclosed in the Statement, the Reporting Person used
working capital on June 30, 1999: (i) to purchase 2,500,000 Shares of Common
Stock pursuant to a previously existing warrant (the "September Warrant") held
by Reporting Person for a total exercise price of $5,000,000; and (ii) to
purchase 500,000 Shares of Common Stock and a warrant to purchase 7,500,000
Shares (the "New Warrant") for a combined purchase price of $4,000,000. The New
Warrant is divided into three tranches, each for 2,500,000 Shares of Common
Stock. The first tranche has an exercise price of $8.00 per Share and is
exercisable until March 29, 2000. The second tranche has an exercise price of
$13.00 per Share and is exercisable until March 29, 2001. The third tranche has
an exercise price of $15.00 per Share and is exercisable until March 29, 2004.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) of the Statement is hereby replaced in its entirety with the
following:
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(a) The Reporting Person presently beneficially owns 13,000,000
Shares of Common Stock which represent approximately 28.85% of
the 45,063,269 Shares of Common Stock outstanding as of June
30, 1999 after giving effect to the issuance of 7,500,000
Shares of Common Stock issuable to Reporting Person upon
exercise of the New Warrant. The total number of Shares
outstanding and the percentage held by the Reporting Person
are based on the representations of the Issuer contained in
the Securities Purchase Agreement between Reporting Person and
the Issuer dated as of March 29, 1999 (the "Securities
Purchase Agreement").
To the best knowledge of the Reporting Person, none of the
persons listed in Schedule 1 or Schedule 2 to the Statement
has any interest in any securities of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The Issuer and Liberty IATV, Inc., a wholly owned subsidiary of the
Reporting Person ("Liberty IATV"), executed the Securities Purchase Agreement
pursuant to which the Issuer sold and Liberty IATV purchased 3,000,000 Shares
(including 2,500,000 from the September Warrant) of Common Stock and the New
Warrant. The Issuer also executed and delivered the New Warrant wherein the
Issuer granted the right to purchase an additional 7,500,000 Shares as described
herein. These transactions closed on June 30, 1999. Copies of the Securities
Purchase Agreement and the New Warrant are incorporated by reference as Exhibits
7(a) and 7(b), respectively.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Securities Purchase Agreement dated as of March 29, 1999 between
the Issuer and Liberty IATV, Inc.
(b) Warrant issued by Issuer to Liberty IATV, Inc. dated as of March
29, 1999.
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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.
July 8, 1999 LIBERTY MEDIA CORPORATION
/s/ Gary S. Howard |
