SC 13D/A 1 starsight.txt AMENDMENT NO. 4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------------------------- SCHEDULE 13D (Amendment No. 4) Under the Securities Exchange Act of 1934 STARSIGHT TELECAST, INC. (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 85568E 10 4 (CUSIP Number) Philippe P. Dauman, Esq. Viacom Inc. 1515 Broadway New York, New York 10036 Telephone: (212) 258-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 23, 1996 (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 this statement |_|. Page 1 of 19 CUSIP No. 85568E 10 4 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person VIACOM INTERNATIONAL INC. - -------------------------------------------------------------------- I.R.S. Identification No. 13-3844753 - -------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of Group (See Instructions) |_| (a)---------------------------------------------------------- |_| (b)---------------------------------------------------------- ---------------------------------------------------------- (3) SEC Use Only------------------------------------------------- - -------------------------------------------------------------------- (4) Sources of Funds (See Instructions)-------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e).---------------------------------------- (6) Citizenship or Place of Organization Delaware -------------------- - ---------- Number of (7) Sole Voting Power---------------------------- Shares Beneficially (8) Shared Voting Power 5,685,824 Owned by ------------------------- Each (9) Sole Dispositive Power----------------------- Reporting Person (10) Shared Dispositive Power 5,685,824 With --------------------- ---- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 5,685,824 - -------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)----------------------------------- (13) Percent of Class Represented by Amount in Row (11) 22.3% ---------- (14) Type of Reporting Person (See Instructions) CO ----------------- Page 2 of 19 CUSIP No. 85568E 10 4 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SUMNER M. REDSTONE - -------------------------------------------------------------------- S.S. No. - -------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of Group (See Instructions) |_| (a)---------------------------------------------------------- |_| (b)---------------------------------------------------------- ---------------------------------------------------------- (3) SEC Use Only------------------------------------------------- - -------------------------------------------------------------------- (4) Sources of Funds (See Instructions)-------------------------- - -------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e).----------------------------- (6) Citizenship or Place of Organization United States ---------- ----------------------- Number of (7) Sole Voting Power 36,500 Shares ------------------------- Beneficially (8) Shared Voting Power 5,685,824 Owned by ------------------------- Each (9) Sole Dispositive Power 36,500 Reporting ------------------------ Person (10) Shared Dispositive Power 5,685,824 With ---------------------- - ---------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 5,722,324 - -------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)---------------------------------- (13) Percent of Class Represented by Amount in Row (11) 22.44% ------------- (14) Type of Reporting Person (See Instructions) IN ------------------- Page 3 of 19 This Amendment No. 4 amends the Statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on September 16, 1993 by Sumner M. Redstone and Viacom International Inc., as amended by Amendment No. 1 filed with the Commission on December 5, 1994 by Spelling Entertainment Inc. ("Spelling"), PVI Transmission Inc. ("PVI") and Sumner M. Redstone, as further amended by Amendment No. 2 filed with the Commission on May 1, 1995 by Spelling, PVI and Sumner M. Redstone, and as further amended by Amendment No. 3 filed with the Commission on December 11, 1995 by Spelling, PVI and Sumner M. Redstone (as amended, the "13D Statement"), with respect to the shares of common stock, no par value (the "Common Stock"), of StarSight Telecast, Inc., a California corporation (the "Issuer"), with its principal executive offices located at 39650 Liberty Street, Fremont, California 94538. Capitalized terms used but not defined herein have the meanings assigned to such terms in the 13D Statement. Item 2. Identity and Background. ----------------------- Item 2 is amended to read in full as follows: Viacom International Inc. (the "Company") has its principal executive offices at 1515 Broadway, New York, New York 10036. The Company is a diversified entertainment and communications company. All of its common stock is held by Viacom Inc., a Delaware corporation ("Viacom"), which also has its principal executive offices at 1515 Broadway, New York, New York 10036. As of December 31, 1996, approximately 67.5% of the Class A Common Stock, par value $.01 per share, of Viacom and approximately 18.5% of the Class B Common Stock, par value $.01 per share, of Viacom was owned by National Amusements, Inc., a Maryland corporation ("NAI"). NAI has its principal offices at 200 Elm Street, Dedham, Massachusetts 02026. NAI's principal businesses are owning and operating movie theaters in the United States, United Kingdom and South America, and holding the common stock of Viacom. Mr. Sumner M. Redstone may be deemed to be a beneficial owner of 75% of the issued and outstanding shares of capital stock of NAI. Sumner M. Redstone is an individual whose business address is c/o National Amusements, Inc., 200 Elm Street, Dedham, Massachusetts 02026. Mr. Redstone's principal occupation is Chairman, President and Chief Executive Officer of NAI; Chairman, Chief Executive Officer of Viacom, and President and Chief Executive Officer of the Company. The directors and executive officers of the Company, Viacom and NAI are set forth on Schedules I, II and III, respectively, attached hereto. Each of Schedules I, II and III sets forth the following information with respect to each such person: (i) name; (ii) business address (or residence address) Page 4 of 19 Spelling Entertainment Group Inc., a Delaware corporation. SEGI Holding Corp., a Delaware corporation, beneficially owns approximately 76% of Spelling Entertainment Group Inc. and is a wholly owned subsidiary of Blockbuster Pictures Holding Corporation, a Delaware corporation, which in turn is a wholly owned subsidiary of the Company. (iv) 85,834 shares of Common Stock subject to options exercisable within 60 days of the date of this Amendment to the 13D Statement which are held for the benefit of the Company. These options do not entitle the Company to vote on any matter submitted to a vote of Issuer's shareholders. Viacom, as the sole shareholder of the Company, may be deemed the beneficial owner of all of the shares of Common Stock described in clauses (i) through (iv) of this Item 5. NAI, as the controlling shareholder of Viacom, may be deemed the beneficial owner of all of the shares of Common Stock described in clauses (i) through (iv) of this Item 5. Sumner M. Redstone, as the controlling stockholder of NAI, may be deemed the beneficial owner of all of the shares of Common Stock described in clauses (i) through (iv) of this Item 5. Sumner M. Redstone also owns 36,500 shares of Common Stock directly. The aggregate beneficial ownership of Sumner M. Redstone is approximately 22.44%. Shares of Common Stock held by current and former employees of the Company over which the Company had the power to direct the vote (but not the right to direct the disposition) pursuant to Shareholder Agreements previously filed as exhibits to the Statement are no longer subject to such agreements. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer -------------------------------------------------------- PVI and Virgin each executed the Agreement of Principal Shareholders Concerning Transfer and Voting Shares of StarSight Telecast, Inc. as of December 23, 1996 pursuant to which PVI, Virgin, Thomson Multimedia S.A., Cox Communications, Inc., Tribune Company and Providence Journal Company agreed to vote or cause to be voted all of their respective beneficially owned shares of Common Stock in favor of the Issuer's merger with Gemstar International Group Limited. Item 7. Material to Be Filed as Exhibits. -------------------------------- 99.1 Agreement of Principal shareholders Concerning Transfer and Voting of Shares of StarSight Telecast Inc. Page 6 of 19 Signature --------- After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct. February 7, 1997 Viacom International Inc. By: /s/ Philippe P.Dauman ----------------------- Name: Philippe P. Dauman Title: Vice President and Secretary * ------------------------------- Sumner M. Redstone, Individually *By /s/ Philippe P. Dauman ----------------------------- Philippe P. Dauman Attorney-in-Fact under the Limited Power of Attorney previously filed Page 7 of 19 Schedule I Viacom International Inc. Executive Officers

---------------------------- *Also a Director Page 8 of 19 Schedule I (Continued)

Page 9 of 19 Schedule II Viacom Inc. Executive Officers

---------------------------- *Also a Director Page 10 of 19 Schedule II (Continued)

Page 11 0f 19 Schedule II (Continued)

Page 12 of 18 Schedule III National Amusements, Inc. Executive Officers

------------------------------ * Also a Director Page 13 of 18

Page 14 of 19 EXHIBIT INDEX Exhibit No. Description Page No. 99.1 Agreement of Principal Shareholders Concerning Transfer and Voting of Shares of StarSight Telecast Inc. Page 15 of 18

STARSIGHT TELECAST INC SC 13D/A