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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
ACTV, INC.
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(Name of issuer)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
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(Title of class of securities)
00088 E 10 4
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(CUSIP number)
Diana M. Daniels, Esq.
Vice President, General Counsel and Secretary
The Washington Post Company
1150 15th Street, N.W.
Washington, DC 20071
Tel. (202) 334-6000
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(Name, address and telephone number of person authorized to
receive notices and communications)
January 3, 1998
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(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 the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
Page of 1 Of 5 Pages
CUSIP No. 00088 E 10 4 Schedule 13D Page 2 of 5 Pages
Amendment No. 4
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Washington Post Company
53-0182885
(I.R.S. Employer Indemnification No.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2 (d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,341,334 (see text of Items 4 and 5)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
2,341,334 (see text of Items 4 and 5)
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,341,334 (see text of Items 4 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ] (See text of Items 4 and 5)
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.24% (see text ofItem 5)
14 TYPE OF REPORTING PERSON
CO
Page of 2 Of 5 Pages
The Washington Post Company, a Delaware corporation ("TWP"), hereby
amends and supplements in its Statement on Schedule 13D (the "Original
13D") relating to the common stock, par value $0.10 per share (the "Common
Stock"), of ACTV, Inc., a Delaware corporation (the "Issuer") with its
principal executive offices at 1270 Avenue of the Americas, New York, NY
10020, as such Original 13D was filed with the Securities and Exchange
Commission (the "Commission") by TWP on March 26, 1992 and subsequently
amended. The Original 13D, as amended by amendment no. 1, amendment no. 2
and amendment no. 3 is hereinafter referred to as "Schedule 13D". All
capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in Schedule 13D.
Item 4. Purpose of Transaction.
The text of Item 4 is followed by the following:
The Issuer Option Agreement has terminated automatically because
the Issuer failed to pay the second installment due on January 2, 1998 and
accordingly all the shares owned by TWP are now free to be sold publicly.
TWP does not intend to acquire any additional shares.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby deleted in its entirety and
substituted by the following:
TWP is deemed to beneficially own, in the aggregate, 2,341,334
shares of Common Stock, or 8.24 percent of the outstanding Common Stock.
Such amount of shares is based on the ownership of the 720,000 shares of
Common Stock constituting the Initial Shares, the ownership of 871,334
shares of Common Stock issued to TWP upon the Conversion and the 750,000
shares of Common Stock issued to TWP upon exercise of the Common Stock
Option. Such percentage of shares is calculated on the basis that the
28,400,282 shares of Common Stock which the Issuer has disclosed were
issued and outstanding on November 18, 1998, continue to be the only shares
of Common Stock outstanding.
Page of 3 Of 5 Pages
Pursuant to the Voting Trust Agreement, William C. Samuels serves
as the Voting Trustee for TWP's Deposited Shares as described in Item 4
above. Certain information about Mr. Samuels is set forth below:
William C. Samuels
ACTV, Inc.
1270 Avenue of the Americas
New York, NY 10020
President and Chief Executive Officer
To the best knowledge of TWP, during the last five years, Mr. Samuels
has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor has he been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Pursuant to the termination of the Issuer Option Agreement, TWP and
the Issuer no longer share beneficial ownership of 1,000,000 shares of
Common Stock.
Except as set forth above, neither TWP, nor, to the best knowledge of
TWP, any person listed on Annex A, has effected any transactions in Common
Stock during the past 60 days.
Page of 4 Of 5 Pages
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.
Date: December 8, 1998
THE WASHINGTON POST COMPANY,
by
/s/ John B. Morse, Jr.
------------------------
Name: John B. Morse, Jr.
Title: Vice President-Finance
Page of 5 Of 5 Pages