SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the
Securities Exchange Act of 1934
(Amendment No. 14)
GEMSTAR – TV GUIDE INTERNATIONAL, INC.
Common Stock, par value $.01 per share
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(Title of Class of Securities)
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36866W 10 6
Lawrence A. Jacobs, Esq.
News Corporation
1211 Avenue of the Americas
New
York, New York 10036
(212) 852-7000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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May 2, 2008
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the
subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
¨
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Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies
are to be sent.
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*
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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.
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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)
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1
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NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
News Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
þ
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
Not Applicable
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS RE
QUIRED PURSUANT TO ITEM 2(d) or
2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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Number Of
Shares
Beneficially
Owned By
Each
Reporting
Person
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7
SOLE VOTING POWER
0
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8
SHARED VOTING POWER
0
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9
SOLE DISPOSITIVE POWER
0
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10
SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (1
1)
0%
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14
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TYPE OF REPORTING PERSON
CO
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2
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1
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NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Fox Television Stations, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
þ
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
Not Applicable
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS RE
QUIRED PURSUANT TO ITEM 2(d) or
2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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Number Of
Shares
Beneficially
Owned By
Each
Reporting
Person
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7
SOLE VOTING POWER
0
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8
SHARED VOTING POWER
0
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9
SOLE DISPOSITIVE POWER
0
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10
SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (1
1)
0%
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14
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TYPE OF REPORTING PERSON
CO
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3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 14)
Pursuant to
Section 13(d) of the Securities Exchange Act of 1934
in respect of
GEMSTAR—TV GUIDE INTERNATIONAL, INC.
Introductory Statement
This Amendment No. 14 to the Statement on Schedule 13D relates to the Common Stock, par value $.01 per share (“Common Stock”), of
Gemstar—TV Guide International, Inc., a Delaware corporation (the “Issuer”). This Amendment amends and supplements (i) the Statement originally filed on July 24, 2000 with the Securities and Exchange Commission (the
“Commission”) by The News Corporation Limited (“TNCL”), K. Rupert Murdoch and Sky Global Holdings, Inc. (formerly named Sky Global Networks, Inc.) (“SGH”), (ii) Amendment No. 1 to the Statement filed on
October 10, 2000 with the Commission by TNCL, K. Rupert Murdoch and SGH, (iii) Amendment No. 2 to the Statement filed on May 17, 2001 with the Commission by TNCL, K. Rupert Murdoch, SGH and News Publishing Australia Limited
(“NPAL”), (iv) Amendment No. 3 to the Statement filed on December 7, 2001 with the Commission by TNCL, K. Rupert Murdoch, SGH and NPAL (collectively, the “News Entities”), (v) Amendment No. 4 to the
Statement filed on August 14, 2002 with the Commission by the News Entities, (vi) Amendment No. 5 to the Statement filed on October 10, 2002 with the Commission by the News Entities, (vii) Amendment No. 6 to the
Statement filed on November 12, 2002 with the Commission by the News Entities, (viii) Amendment No. 7 to the Statement filed on April 21, 2003 with the Commission by the News Entities, (ix) Amendment No. 8 to the
Statement filed on May 23, 2003 with the Commission by the News Entities, (x) Amendment No. 9 to the Statement filed on November 12, 2004 with the Commission by News Corporation, TVGH Holdco, Inc., LTVSG Holdco, Inc.
(“LTVSG”), and LTVGIA Holdco, Inc. (“LTVGIA”), (xi) Amendment No. 10 to the Statement filed on April 18, 2007 with the Commission by News Corporation and TVGH, (xii) Amendment No. 11 to the Statement
filed on June 29, 2007 with the Commission by News Corporation and Fox Television Stations, Inc. (“FTS”), (xiii) Amendment No.12 to the Statement filed on July 10, 2007 with the Commission by News Corporation and FTS, and
(xiv) Amendment No. 13 to the Statement filed on December 10, 2007 with the Commission by News Corporation and FTS (collectively, the “Prior Filings” and collectively with this Amendment No. 14, this
“Statement”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Prior Filings.
This Statement is filed in connection with the closing of the transaction in which News Corporation disposed of its entire interest in the Issuer pursuant to the Agreement and Plan of Mergers, dated as of
December 6, 2007, (the “Merger Agreement”) by and among the Issuer, Macrovision Corporation, a Delaware Corporation (“Macrovision”), Saturn Holdings Corp (“Holdings”), Galaxy Merger Sub, Inc. and Mars Merger Sub
Inc. The purpose of this Amendment No. 14 is to amend the information contained in Items 4 and 5 of the Statement.
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Item 4.
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Purpose of Transaction.
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Item 4 is amended
to add to the end thereof the following:
“On May 2, 2008, the Issuer closed the previously announced transaction contemplated
by the Merger Agreement. Pursuant to the terms of the Merger Agreement, News Corporation disposed of its entire interest in the Issuer’s Common Stock in exchange for a cash payment of approximately $637 million, which represents a market value
of $6.35 per share for 100,239,620 shares of the Issuer’s Common Stock on the effective date of the merger and 19,031,484 shares of Macrovision Solutions Corporation (“Macrovision Solutions”) common stock, which represents a value of
0.2548 of a share of Macrovision Solutions common stock for 74,691,854 shares of the Issuer’s Common Stock, excluding fractional shares. The merger results in the divestiture of the Reporting Persons’ entire interest in the Issuer, and the
Reporting Persons are no longer the beneficial owners of any shares of Common Stock of the Issuer.”
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Item 5.
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Interest in Securities of the Issuer
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Item 5 is amended and restated to read in its entirety as follows:
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(a)
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The information in Rows (11) through (13) of the cover pages of this Amendment is incorporated herein by reference. As of May 2, 2008, the Reporting Persons no longer
beneficially owned any shares of Common Stock.
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(b)
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The information in (i) Rows (7) through (10) of the cover pages of this Amendment and (ii) Item 5(a) hereof is incorporated herein by reference.
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(c)
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The information set forth in Item 4 of this Amendment is incorporated herein by reference.
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(e)
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The Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer on May 2, 2008.
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5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Dated: May 6, 2008
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NEWS CORPORATION
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By:
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/s/ Lawrence A. Jacobs
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Name:
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Lawrence A. Jacobs
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Title:
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Senior Executive Vice President and Group General Counsel
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Dated: May 6, 2008
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FOX TELEVISION STATIONS, INC.
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By:
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/s/ Lawrence A. Jacobs
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Name:
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Lawrence A. Jacobs
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Title:
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Senior Executive Vice President
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6
SCHEDULE I
Schedule I is hereby amended and restated to read in its entirety as follows:
The name, business
address and present principal occupation or employment of each of the executive officers and directors of the Reporting Persons:
NEWS
CORPORATION
José María Aznar (1)
President, FAES – Foundation for Social Studies & Analysis
Director, News Corporation
1211 Avenue of the Americas
New York, NY 10036
Natalie Bancroft
Director, News Corporation
1211 Avenue of the Americas
New York, NY 10036
Peter Barnes
Chairman, Ansell Limited
Director, News Corporation
1211 Avenue of the Americas
New York, NY 10036
Peter Chernin
Director, President and Chief Operating Officer, News Corporation
1211
Avenue of the Americas
New York, NY 10036
Ken Cowley (2)
Chairman, RM Williams Holdings Limited
Director, News
Corporation
1211 Avenue of the Americas
New York, NY 10036
David F. DeVoe
Director, Sr. Exec. Vice President and Chief
Financial Officer, News Corporation
1211 Avenue of the Americas
New York, NY 10036
Viet Dinh
Professor of Law,
Georgetown University Law Center
Director, News Corporation
1211 Avenue of the Americas
New York, NY 10036
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Sir Roderick Eddington(3)
Chairman for Australia and New Zealand, JPMorgan Chase Bank N.A.
Director, News Corporation
1211 Avenue of the Americas
New York, NY 10036
Mark Hurd
Chairman, Chief Executive Officer and President, Hewlett-Packard
Company
Director, News Corporation
1211 Avenue of the
Americas
New York, NY 10036
Andrew Knight(4) UK
Director, Rothschild Investment Trust Capital Partners plc
Director, News
Corporation
1211 Avenue of the Americas
New York, NY 10036
James Murdoch
Director, Chairman and Chief Executive, Europe
and Asia, News Corporation
1211 Avenue of the Americas
New
York, NY 10036
K. Rupert Murdoch
Director, Chairman and
Chief Executive Officer, News Corporation
1211 Avenue of the Americas
New York, NY 10036
Lachlan Murdoch
Chief Executive,
Illyria Pty Ltd
Director, News Corporation
1211 Avenue of the
Americas
New York, NY 10036
Thomas J. Perkins
Partner, Kleiner Perkins Caufield & Byers
Director, News
Corporation
1211 Avenue of the Americas
New York, NY 10036
Arthur M. Siskind
Director, Senior Advisor to the Chairman,
News Corporation
1211 Avenue of the Americas
New York, NY
10036
John L. Thornton
Professor and Director of Global
Leadership, Tsinghua University of Beijing
Director, News Corporation
1211 Avenue of the Americas
New York, NY 10036
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Roger Ailes
Chairman and
Chief Executive Officer of FOX News Channel and FOX Business Network, News Corporation
Chairman of Fox Television Stations and Twentieth Television, News
Corporation
1211 Avenue of the Americas
New York, NY 10036
Lawrence A. Jacobs
Senior Executive Vice President and Group
General Counsel, News Corporation
1211 Avenue of the Americas
New York, NY 10036
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Citizen of the United Kingdom
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FOX TELEVISION STATIONS, INC.
Roger Ailes
Director and Chief Executive Officer and Chairman
1211 Avenue of the Americas
New York, NY 10036
K. Rupert Murdoch
Director
1211 Avenue of the Americas
New York, NY 10036
David F. DeVoe
Director
1211 Avenue of the Americas
New York, NY 10036
Jack Abernathy
President
1211 Avenue of the Americas
New York, NY 10036
Lawrence A. Jacobs
Senior Executive Vice President and Secretary
1211 Avenue of the Americas
New York, NY 10036
Elisabeth Swanson
Chief Financial Officer and Executive Vice President
1211 Avenue of the
Americas
New York, NY 10036
David E. Miller
Treasurer
1211 Avenue of the Americas
New York, NY 10036
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