DISCOVERY COMMUNICATIONS, INC. Filed by NEWHOUSE BROADCASTING CORP

Transcription

1 DISCOVERY COMMUNICATIONS, INC. Filed by NEWHOUSE BROADCASTING CORP FORM SC 13D/A (Amended Statement of Beneficial Ownership) Filed 12/13/10 Address 1 DISCOVERY PLACE SILVER SPRING, MD Telephone (240) CIK Symbol DISCA Fiscal Year 12/31 Copyright 2017, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1 )* DISCOVERY COMMUNICATIONS, INC. (Name of Issuer) Series A Common Stock, par value $0.01 per share Series C Common Stock, par value $0.01 per share (Title of Class of Securities) The CUSIP for the Series A Common Stock is 25470F104 The CUSIP for the Series C Common Stock is 25470F302 (CUSIP Number) Craig D. Holleman Sabin, Bermant & Gould LLP Four Times Square New York, New York Telephone Number: (212) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 10, 2010 (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 that is the subject of this Schedule 13D, and is filing this schedule because of d-1(e), d-1(f) or d-1(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * 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 disclosures provided in a prior cover page. 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).

3 CUSIP No. The CUSIP for the Series A Common Stock is 25470F104 The CUSIP for the Series C Common Stock is 25470F NAMES OF REPORTING PERSONS Advance/Newhouse Programming Partnership CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) SEC USE ONLY SOURCE OF FUNDS (SEE INSTRUCTIONS) OO CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 0 EACH REPORTING PERSON WITH 9 10 SOLE DISPOSITIVE POWER 70,568,551 shares of Series A Common Stock and 56,793,017 shares of Series C Common Stock SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2% Series A Common Stock and 29% Series C Common Stock TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN Page 2 of 9

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5 CUSIP No. The CUSIP for the Series A Common Stock is 25470F104 The CUSIP for the Series C Common Stock is 25470F NAMES OF REPORTING PERSONS Newhouse Broadcasting Corporation CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) SEC USE ONLY SOURCE OF FUNDS (SEE INSTRUCTIONS) OO CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER * SHARED VOTING POWER SOLE DISPOSITIVE POWER * 70,568,551 shares of Series A Common Stock and 56,793,017 shares of Series C Common Stock SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2% Series A Common Stock and 29% Series C Common Stock TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO *Sole voting power and dispositive power is held indirectly through control of Advance/Newhouse Programming Partnership. Page 3 of 9

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7 CUSIP No. The CUSIP for the Series A Common Stock is 25470F104 The CUSIP for the Series C Common Stock is 25470F NAMES OF REPORTING PERSONS Advance Publications, Inc. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) SEC USE ONLY SOURCE OF FUNDS (SEE INSTRUCTIONS) OO CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER * SHARES SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 0 EACH REPORTING PERSON WITH 9 10 SOLE DISPOSITIVE POWER * 70,568,551 shares of Series A Common Stock and 56,793,017 shares of Series C Common Stock SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2% Series A Common Stock and 29% Series C Common Stock TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO *Sole voting power and dispositive power is held indirectly through control of Advance/Newhouse Programming Partnership. Page 4 of 9

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9 CUSIP No. The CUSIP for the Series A Common Stock is 25470F104 The CUSIP for the Series C Common Stock is 25470F NAMES OF REPORTING PERSONS Newhouse Family Holdings, L.P. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) SEC USE ONLY SOURCE OF FUNDS (SEE INSTRUCTIONS) OO CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER * SHARES SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 0 EACH REPORTING PERSON WITH 9 10 SOLE DISPOSITIVE POWER * 70,568,551 shares of Series A Common Stock and 56,793,017 shares of Series C Common Stock SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2% Series A Common Stock and 29% Series C Common Stock TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN *Sole voting power and dispositive power is held indirectly through control of Advance/Newhouse Programming Partnership. Page 5 of 9

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11 CUSIP No. The CUSIP for the Series A Common Stock is 25470F104 The CUSIP for the Series C Common Stock is 25470F NAMES OF REPORTING PERSONS Advance Long-Term Management Trust CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) SEC USE ONLY SOURCE OF FUNDS (SEE INSTRUCTIONS) OO CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey NUMBER OF 7 SOLE VOTING POWER * SHARES SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 0 EACH REPORTING PERSON WITH 9 10 SOLE DISPOSITIVE POWER * 70,568,551 shares of Series A Common Stock and 56,793,017 shares of Series C Common Stock SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2% Series A Common Stock and 29% Series C Common Stock TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO *Sole voting power and dispositive power is held indirectly through control of Advance/Newhouse Programming Partnership. Page 6 of 9

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13 This Amendment No. 1 (this Amendment ) amends and supplements the Statement on Schedule 13D (the Schedule 13D ) which was jointly filed on September 17, 2008 on behalf of Advance/Newhouse Programming Partnership, a New York general partnership ( Advance/Newhouse ), Newhouse Broadcasting Corporation, a New York Corporation ( NBCo ), Advance Publications, Inc., a New Jersey corporation ( API ), Newhouse Family Holdings, L.P., a Delaware limited partnership ( NFH ), and Advance Long-Term Trust Management Trust, a New Jersey trust ( Advance Long-Term Trust and together with Advance/Newhouse, NBCo, API, and NFH, the Reporting Persons and each a Reporting Person ), with respect to the Series A Common Stock, par $0.01 per share (the Series A Common Stock ), and the Series C Common Stock, par value $0.01 per share (the Series C Common Stock ), of Discovery Communications, Inc., a Delaware corporation (the Issuer ). The Reporting Persons directly or indirectly hold (1) shares of Series A Convertible Participating Preferred Stock, par value $0.01 per share (the Series A Preferred Stock ) of the Issuer, which are convertible at any time into the shares of Series A Common Stock for which beneficial ownership is reported herein, and (2) shares of Series C Convertible Participating Preferred Stock, par value $0.01 per share (the Series C Preferred Stock ) of the Issuer, which are convertible into the shares of Series C Common Stock for which beneficial ownership is reported herein. This Amendment is being filed for purposes of disclosing the sale by Advance/Newhouse of shares of the Series C Preferred Stock that it owns to the Issuer, as described under Item 5 below. Item 5. Interest in Securities of the Issuer. Items 5(a), (b) and (c) of the Schedule 13D are amended and supplemented to read as follows: (a) Each Reporting Person has beneficial ownership of 71,107,312 shares of Series A Common Stock, representing 34.2% of outstanding shares of that class, and 57,374,821 shares of Series C Common Stock, representing 29% of outstanding shares of that class. (b) Each Reporting Person has the sole power to vote or direct the vote of 71,107,312 shares of Series A Common Stock and 57,374,821 shares of Series C Common Stock, which includes shares over which each Reporting Person has sole voting power and which are held in an escrow account, as described in the Schedule 13D, and the sole power to dispose or direct the disposition of 70,568,551 shares of Series A Common Stock and 56,793,017 shares of Series C Common Stock, which includes shares over which each Reporting Person has sole dispositive power and which have been released from an escrow account, as described in the Schedule 13D. (c) On December 10, 2010, Advance/Newhouse and the Issuer entered into a stock purchase agreement (the Stock Purchase Agreement ), which is attached hereto as Exhibit I, and incorporated herein by reference. Pursuant to the terms of the Stock Purchase Agreement, on December 13, 2010, Advance/Newhouse sold to the Issuer 13,732,491 shares of the Series C Preferred Stock at a price of $36.41 per share. The transaction was privately negotiated between the parties and was not effected on any securities exchange. (d) Not Applicable. (e) Not Applicable. Page 7 of 9

14 Item 7. Materials to be Filed as Exhibits. Item 7 of the Schedule 13D is amended and supplemented to include the following: Exhibit I Description Stock Purchase Agreement, dated December 10, 2010, between Advance/Newhouse and the Issuer. Page 8 of 9

15 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Amendment is true, complete and correct. Dated: December 13, 2010 Advance/Newhouse Programming Partnership By: /s/ Donald E. Newhouse Donald E. Newhouse President Newhouse Broadcasting Corporation By: /s/ Donald E. Newhouse Donald E. Newhouse President Advance Publications, Inc. By: /s/ Donald E. Newhouse Donald E. Newhouse President Newhouse Family Holdings, L.P. By: Advance Long-Term Management Trust, as General Partner By: /s/ Donald E. Newhouse Donald E. Newhouse, as Trustee By: /s/ S.I. Newhouse, Jr. S.I. Newhouse, Jr., as Trustee Advance Long-Term Management Trust By: /s/ Donald E. Newhouse Donald E. Newhouse, as Trustee By: /s/ S.I. Newhouse, Jr. S.I. Newhouse, Jr., as Trustee Page 9 of 9

16 Exhibit I STOCK PURCHASE AGREEMENT This Stock Purchase Agreement ( Agreement ) is made as of December 10, 2010, by and between DISCOVERY COMMUNICATIONS, INC., a Delaware corporation ( Buyer ), and ADVANCE/NEWHOUSE PROGRAMMING PARTNERSHIP (the Seller ). WITNESSETH: WHEREAS, Seller owns 71,107,312 shares of Series C preferred stock, par value $.01 per share of the Buyer (the Series C Preferred Stock ), and Seller desires to sell and transfer to Buyer, and Buyer desires to purchase from Seller 13,732,491 shares of Series C Preferred Stock on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the representations, warranties, promises and agreements hereinafter contained and intending to be legally bound, the parties hereby agree as follows: 1. SALE AND TRANSFER OF SHARES; CLOSING 1.1 Shares. Subject to the terms and conditions of this Agreement, at the Closing, Seller will sell and transfer to Buyer, and Buyer will purchase from Seller, the Shares. 1.2 Purchase Price. The purchase price (the Purchase Price ) for the Shares will be $499,999, Closing. The purchase and sale of the Shares provided for in this Agreement (the Closing ) shall occur on December 13, 2010 or such other date as the Buyer and Seller may mutually agree. 1.4 Closing Obligations. At the Closing: (a) Seller will deliver (or cause to be delivered) to Buyer the certificate representing the Shares, duly endorsed by Seller, as applicable (or accompanied by duly executed stock powers). (b) Buyer will deliver (or cause to be delivered) to Seller the Purchase Price in immediately available funds by wire transfer to an account specified by the Seller and will issue to Seller a new certificate evidencing the shares of Series C Preferred Stock to be retained by Seller. 2. REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller as follows: 2.1 Authority, No Conflict. (a) This Agreement has been duly authorized, executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the full right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement.

17 (b) The execution and delivery of this Agreement, and the consummation and performance of the transaction contemplated hereby, by Buyer will not directly or indirectly (with or without notice or lapse of time), (A) conflict with or constitute a breach of, or default under, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which Buyer is a party or by which Buyer may be bound, or to which any of the property or assets of Buyer is subject, or (B) result in any violation by Buyer of the provisions of the (1) charter or by-laws or other organizational instrument of Buyer, or (2) any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over Buyer or any of its properties. 2.2 Exemption from Liability Under Section 16(b). Based on the Seller s representation in Section 3.3, the terms of the transaction contemplated by this Agreement were approved prior to the execution and delivery of this Agreement by the Buyer s board of directors in accordance with Rule 16b-3(f) of the Securities Exchange Act of 1934, as amended (the Exchange Act ), for the purpose of exempting such transaction from Section 16(b) of the Exchange Act. 3. REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer as follows: 3.1 Authority, No Conflict. (a) This Agreement has been duly authorized, executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller has the full right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. (b) The execution and delivery of this Agreement, and the consummation and performance of the transaction contemplated hereby, by Seller will not directly or indirectly (with or without notice or lapse of time), (A) conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Shares pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which Seller is a party or by which Seller may be bound, or to which any of the property or assets of Seller is subject, or (B) result in any violation by Seller of the provisions of the (1) charter or by-laws or other organizational instrument of Seller, or (2) any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over Seller or any of its properties. 3.2 Title. Seller is the record and beneficial owner and holder of the Shares, free and clear of all liens and encumbrances. 3.3 Exemption from Liability Under Section 16(b). Seller is a director of the Buyer by deputization because of its relationship with Robert Miron, Steven Miron and Lawrence Kramer, the preferred stock directors of the Buyer. 4. MISCELLANEOUS 4.1 Survival. The representations, warranties and agreements made herein shall survive the Closing. 4.2 Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements and understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement.

18 4.3 Counterparts. This Agreement may be executed in any number of counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other party (including via facsimile or other electronic transmission), it being understood that each party need not sign the same counterpart. 4.4 Governing Law. This Agreement shall be governed in all respects by the laws of the State of New York without giving effect to principles of conflicts of law that would result in the application of the laws of a different jurisdiction. 4.5 Expenses. Each party to this Agreement will bear its own expenses incurred in connection with the preparation, execution and performance of this Agreement and the transactions contemplated hereby. 4.6 Further Assurances. Each party shall, upon request, furnish to the other party other such further information, shall execute and deliver other such documents, and shall do such other acts and things, as the other party may reasonably request for the purposes of consummating the transactions contemplated hereby.

19 IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above. BUYER: DISCOVERY COMMUNICATIONS, INC. By: /s/ Brad Singer Name: Brad Singer Title: Senior Executive Vice President, Chief Financial Officer and Treasurer SELLER: ADVANCE/NEWHOUSE PROGRAMMING PARTNERSHIP By: /s/ Donald E. Newhouse Name: Donald E. Newhouse Title: President