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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13-d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
ACTIVISION, INC.
__________________________________________
(Name of Issuer)
COMMON STOCK $.000001 PAR VALUE
__________________________________________
(Title of Class of Securities)
004930 20 2
__________________________________________
(CUSIP Number)
W.E. DAVIS, COMPANY SECRETARY, CLOSE INVESTMENT MANAGEMENT LIMITED,
36 GREAT ST. HELEN'S, LONDON EC3A 6AP
__________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 26,1997
__________________________________________
(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 [ ]
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.
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(1) 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 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).
SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CLOSE INVESTMENT 1994 FUND
NO I.R.S. NUMBER
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
LONDON, ENGLAND
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7 SOLE VOTING POWER
NUMBER OF 1,126,130
SHARES --------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 1,126,130
REPORTING --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,126,130
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
Item 1. Security and Issuer.
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This statement relates to the acquisition by a venture capital fund called
The Close Investment 1994 Fund (the "Fund") of 1,126,130 shares of common
stock, $.000001 par value ("Activision Stock") of Activision Inc. (the
"Issuer"). The principal executive offices of the Issuer are located at 3100
Ocean Park Boulevard, Santa Monica, CA 90405.
Item 2. Identity and Background.
-----------------------
(a)-(c),(f) The shares of Activision Stock beneficially owned by the Fund
are held by Close Securities Limited ("CSL"), a corporation
organized under the laws of England with a business address at
36 Great St. Helen's, London, EC3A 6AP, United Kingdom. CSL
holds the Stock as nominee for the Fund.
The Fund is a limited partnership organized under the laws of
England. The Fund is managed by Close Investment Management
Limited ("Close Management"), an investment advisor, pursuant
to an investment management agreement. Under the investment
management agreement Close Management has discretionary
authority with respect to all trading activities of the Fund.
The executive directors of Close Management are JGT Thornton,
J T Snook, R D Kent, N MacNay, M J Murphy, P J Stone and P C
Winkworth. The business address of each of the directors is
c/o Close Investment Management Limited, 36 Great St. Helen's,
London, EC3A 6AP. The principal business activity of each of
the directors is the making and management of equity
investments on behalf of institutional investors.
(d), (e) During the last five years none of CSL, the Fund, Close
Management or any of its partners, officers or controlling
persons has been convicted in a criminal proceeding (excluding
minor traffic violations or similar misdemeanors) or was 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.
Item 3. Source and amount of funds and other consideration
--------------------------------------------------
The consideration for the issue of the Activision Stock was the exchange of
the Activision Stock for shares and securities held by CSL (as nominee for
the Fund) in Combined Distribution (Holdings) Limited ("CDHL"), a corporation
organized under the laws of England with a business address at c/o Eleanor
House, Queenswood Office Park, Northampton, NN4 7JJ. Specifically CSL
exchanged 47,059 "A" ordinary shares, 133,333 convertible preference shares,
800,000 redeemable preference shares, 2,000,000 secured subordinated loan
stock 1998-2000 and 19,608 "B" ordinary shares of CDHL for Activision Stock.
Item 4. Purpose of Transaction.
----------------------
On November 24, 1997 Close Management as investment manager for and on behalf
of the Fund and other shareholders in CDHL entered into a share exchange
agreement ("the Share Exchange Agreement") with the Issuer pursuant to which
the shareholders of CDHL agreed to exchange the whole of the issued share
capital of CDHL for Activision Stock. The Fund intends to hold the
Activision Stock for investment purposes and may in the future acquire
additional shares of Activision Stock or dispose of any or all of the shares
received under the Share Exchange Agreement.
Item 5. Interest in the Securities of the Issuer
----------------------------------------
Under the Share Exchange Agreement CSL acquired 1,126,130 shares of
Activision Stock representing 6.1% of the issued and outstanding shares of
Activision Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
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In accordance with obligations set out in the Share Exchange Agreement the
Issuer, the shareholders of CDHL (including CSL, as nominee for the Fund) and
City National Bank entered into a Warranty Escrow Agreement dated November
24, 1997 (the "Warranty Escrow Agreement"). Under the terms of the Warranty
Escrow Agreement the Fund agreed to place in escrow 84,460 shares of
Activision Stock (constituting 7.5% of the aggregate of the Activision Stock
issued to the Fund under the Share Exchange Agreement). The Activision Stock
was placed in escrow by way of security for the Issuer against any claim that
the Issuer might have against the shareholders of CDHL under warranties given
by the shareholders of CDHL to the Issuer in the Share Exchange Agreement.
The Warranty Escrow Agreement provides that in the event of the Issuer having
such claim under the warranties and that claim either not being disputed or
ultimately being resolved in favor of the Issuer then Activision Stock held
under the Warranty Escrow Agreement to the value of the claim shall be
cancelled in satisfaction in whole or in part of the claim.
Pursuant to the terms of the Warranty Escrow Agreement the Activision Stock
held under the Warranty Escrow Agreement must be released, to the extent that
it is not subject to a claim, on the earlier of (1) June 30, 1998, (2) the
date that the parties to the Warranty Escrow Agreement agree that the
Activision Stock should be released and (3) the date of publication of the
Issuer's audited financial statements for the fiscal year ended March 31,
1998.
Item 7. Material to be Filed as Exhibits
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Share Exchange Agreement dated November 24, 1997 among Activision, Inc. and
the shareholders of Combined Distribution (Holdings) Limited (incorporated by
reference to Exhibit 10.1 to Form 8-K filed by Activision, Inc. with the
Securities and Exchange Commission on December 5, 1997).
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, the I
certify that information set forth in this statement is true, complete and
correct.
Dated: December 4, 1997
By: /s/ W.E. Davis
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Name: W.E. DAVIS
Title: COMPANY SECRETARY