UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
TiVo Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
888706108
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(CUSIP Number)
February 3, 2004
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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.
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).
CUSIP No. 888706108
1. Name of Reporting Person
I.R.S. Identification No. of the above person (entities only).
Paul C. Shiverick
2. Check the Appropriate Box if a Member of a Group.
(a) [ ]
(b) [X]
3. SEC Use Only.
4. Citizenship or Place of Organization.
United States
Number of Shares 5. Sole Voting Power
Beneficially Owned -0-
by Each Reporting 6. Shared Voting Power
Person With 4,858,000
7. Sole Dispositive Power
-0-
8. Shared Dispositive Power
4,858,000
9. Aggregate Amount Beneficially Owned by Reporting Person.
4,858,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
N/A
11. Percent of Class Represented by Amount in Row (9)
7.1%
12. Type of Reporting Person
IN
CUSIP No. 888706108
1. Name of Reporting Person
I.R.S. Identification No. of the above person (entities only).
Michael G. Messner
2. Check the Appropriate Box if a Member of a Group.
(a) [ ]
(b) [X]
3. SEC Use Only.
4. Citizenship or Place of Organization.
United States
Number of Shares 5. Sole Voting Power
Beneficially Owned -0-
by Each Reporting 6. Shared Voting Power
Person With 4,858,000
7. Sole Dispositive Power
-0-
8. Shared Dispositive Power
4,858,000
9. Aggregate Amount Beneficially Owned by Reporting Person.
4,858,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
N/A
11. Percent of Class Represented by Amount in Row (9)
7.1%
12. Type of Reporting Person
IN
Item 1(a): Name of Issuer:
TiVo Inc.
Item 1(b): Address of Issuer's Principal Executive Offices:
2160 Gold Street, P.O. Box 2160
Alviso, CA 95002
Items 2(a) Name of Person Filing; Address of Principal Business Office
and 2(b):
This statement is filed by and on behalf of Mssrs. Paul C. Shiverick and Michael
G. Messner, in their capacities as (i) principals of Seminole Management Co.,
Inc. ("Seminole"), which acts as investment manager to two offshore investment
funds (the "Funds") and two institutional managed accounts (the "Managed
Accounts"), (ii) principals of Seminole Capital Management LLC ("Seminole
Capital"), which acts as general partner to a private investment partnership
(the "Small Cap Partnership"), and (iii) general partners to two private
investment partnerships (together with the Small Cap Partnership, the
"Partnerships"). The principal business address of each reporting person is 150
East 52nd Street, 29th Fl., New York, NY 10022.
Item 2(c): Citizenship:
Mssrs. Shiverick and Messner are United States citizens.
Item 2(d): Title of Class of Securities:
Common Stock, par value $0.001 per share ("Common Stock")
Item 2(e): CUSIP Number:
888706108
Item 3: If this statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15
of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the
Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section
3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under Section
8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance
with ss.240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund
in accordance with ss.240.13d-1
(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person
in accordance with ss.240.13d-1
(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with ss.240.13d-1
(b)(1)(ii)(J).
Item 4: Ownership:
The following states the beneficial ownership of the reporting
persons as of March 4, 2004. This report relates to the same
shares of Common Stock which may be deemed to be owned (i)
directly (in the aggregate) by the Funds, the Managed
Accounts, and the Partnerships, none of which individually
beneficially own more than 5% of the class; and (ii)
indirectly by Mssrs. Shiverick and Messner, who, as principals
of Seminole and Seminole Capital, and as general partners of
one or more of the Partnerships, share the power to direct the
vote or disposition of such securities.
A. Mr. Shiverick.
(a) Amount beneficially owned: Mr. Shiverick is
deemed to have beneficial ownership of
4,858,000 shares of Common Stock by virtue
of his position as a principal of Seminole
and Seminole Capital and as general partner
of one or more of the Partnerships. Mr.
Shiverick shares voting and dispositive
power over his holdings of Common Stock with
Mr. Messner, the Funds, the Managed Accounts
and the Partnerships.
(b) Percent of class: 7.1%.
(c) Number of shares as to which such person
has:
(i) Sole power to vote or direct the
vote: -0-
(ii) Shared power to vote or direct the
vote: 4,858,000
(iii) Sole power to dispose or direct the
disposition: -0-
(iv) Shared power to dispose or direct
the disposition: 4,858,000
B. Mr. Messner.
(a) Amount beneficially owned: Mr. Messner is
deemed to have beneficial ownership of
4,858,000 shares of Common Stock by virtue
of his position as a principal of Seminole
and Seminole Capital and as general partner
of one or more of the Partnerships. Mr.
Messner shares voting and dispositive power
over his holdings of Common Stock with Mr.
Shiverick, the Funds, the Managed Accounts
and the Partnerships.
(b) Percent of class: 7.1%.
(c) Number of shares as to which such person
has:
(i) Sole power to vote or direct the
vote: -0-
(ii) Shared power to vote or direct the
vote: 4,858,0000
(iii) Sole power to dispose or direct the
disposition: -0-
(iv) Shared power to dispose or direct
the disposition: 4,858,000
Item 5: Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6: Ownership of More than Five Percent on Behalf of Another
Person:
The Partnerships, the Funds, and the Managed Accounts have the
right to receive dividends from and the proceeds of the sale
of the subject securities owned by such entities. None of such
parties owns beneficially more than 5% of the class.
Item 7: Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
Not Applicable.
Item 8: Identification and Classification of Members of the Group:
Not Applicable.
Item 9: Notice of Dissolution of Group:
Not Applicable.
Item 10: Certification:
By signing below each of the undersigned certifies that, to
the best of the undersigned's knowledge and belief, the
securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: March 9, 2004
/s/Paul C. Shiverick
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Paul C. Shiverick
/s/Michael G. Messner
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Michael G. Messner
JOINT FILING AGREEMENT
The undersigned hereby agree to the joint filing with each other of the attached
statement on Schedule 13G and to all amendments to such statement and that such
statement is and all amendments to such statement are made on behalf of each of
them.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement on March 9,
2004.
/s/Paul C. Shiverick
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Paul C. Shiverick
/s/Michael G. Messner
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Michael G. Messner