SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
WORLD WRESTLING ENTERTAINMENT, INC.
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(Name of Issuer)
Class A Common Stock, $0.01 par value
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(Title of Class of Securities)
98156Q108
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(CUSIP Number)
Vincent K. McMahon
World Wrestling Entertainment, Inc.
1241 E. Main Street
Stamford, Connecticut 06902
(203) 352-8600
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
December 29, 2009
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.240.13d-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).
SCHEDULE 13D
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CUSIP No. 98156Q108
1 NAME OF REPORTING PERSON
Vincent K. McMahon 2008 Irrevocable Trust
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ x ]
3) SEC USE ONLY
4) SOURCE OF FUNDS Not Applicable
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5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
7) SOLE VOTING POWER 13,048,526
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8) SHARED VOTING POWER 0
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9) SOLE DISPOSITIVE POWER 13,048,526
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10) SHARED DISPOSITIVE POWER 0
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 13,048,526
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12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 33.8%*
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14) TYPE OF REPORTING PERSON OO
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*Based on an assumed conversion of all of the shares of the Issuer's Class B
Common Stock to which this Amendment No. 1 to Schedule 13D relates into Class A
Common Stock (see "Introductory Note" and Item 5 below for more information).
INTRODUCTORY NOTE
This Amendment No. 1 (the "Amendment No. 1"), which amends and restates in
its entirety the Schedule 13D filed on January 9, 2009, relates to shares of
Class B Common Stock, $.01 par value per share ("Class B Common Stock"), of
World Wrestling Entertainment, Inc. (the "Company" or "Issuer"), and is being
filed by the Vincent K. McMahon 2008 Irrevocable Trust (the "GRAT" or "Reporting
Person"), in order to report a decrease in its beneficial ownership of greater
than 1% of the Class B Common Stock of the Issuer. On December 29, 2009, the
GRAT, in accordance with its terms, made an annual annuity distribution of
1,951,474 shares of Class B Common Stock of the Issuer to Vincent K. McMahon
("Mr. McMahon").
On December 30, 2008, Mr. McMahon gifted 15,000,000 shares of Class B
Common Stock to the GRAT for estate planning purposes. Mr. McMahon is the
trustee of the GRAT and established the GRAT as an estate planning vehicle for
his benefit and the benefit of the members of his family to hold a portion of
the shares of Class B Common Stock previously owned directly by him. Mr. McMahon
beneficially owns for purposes of Section 13(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") 43,421,427 shares of Class B Common Stock, which
may be converted at any time on a one-for-one basis into 43,421,427 shares of
the Company's Class A Common Stock, par value $.01 per share ("Class A Common
Stock"). This number consists of (A) 30,372,901 shares of Class B Common Stock
held by Mr. McMahon and (B) 13,048,526 shares of Class B Common Stock held by
the GRAT. Such shares represent approximately 59.2% of the total number of
shares of Class A and Class B Common Stock issued and outstanding as of October
12, 2009 and 91.0% of the total Class B Common Stock issued and outstanding as
of such date. Generally, each share of Class B Common Stock is entitled to ten
votes per share. Accordingly, the 43,421,427 shares of Class B Common Stock
beneficially owned by Mr. McMahon generally represent approximately 86.4% of the
Issuer's total voting power. Mr. McMahon separately reports beneficial ownership
of all 43,421,427 shares of Class B Common Stock, including the 13,048,526
shares held by the GRAT.
Following the distribution, the GRAT owns of record 13,048,526 shares of
Class B Common Stock, which constitutes approximately 27.3% of the issued and
outstanding shares of Class B Common Stock and approximately 26.0% of the
Company's total voting power (which voting power is controlled by Mr. McMahon as
trustee). Assuming the conversion of the shares of Class B Common Stock to which
this Amendment No. 1 relates, the GRAT would own of record approximately 33.8%
of the issued and outstanding shares of the Company's Class A Common Stock,
based on the number of shares of Class A Common Stock outstanding as of October
12, 2009. Assuming the conversion of all of the outstanding shares of Class B
Common Stock, the GRAT would own of record approximately 17.8% of the issued and
outstanding shares of the Company's
Class A Common Stock, based on the number of shares of Class A and Class B
Common Stock outstanding as of October 12, 2009. The number of shares reported
herein as owned of record by the GRAT excludes (i) 30,372,901 shares of Class B
Common Stock owned of record by Mr. McMahon, (ii) 3,725,466 shares of Class B
Common Stock beneficially owned by Mr. McMahon's adult children and (iii)
566,670 shares of Class B Common Stock and 100 shares of Class A Common Stock
owned by Mr. McMahon's wife, Linda E. McMahon.
Item 1. Security and Issuer.
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This Amendment No. 1 is filed with respect to the Issuer's Class A Common
Stock but relates to the Issuer's Class B Common Stock. The Issuer's principal
executive offices are located at 1241 E. Main Street, Stamford, Connecticut
06902.
Item 2. Identity and Background.
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(a) -(f) This Amendment No. 1 is being filed on behalf of the GRAT. The
GRAT is a trust organized under the laws of the State of Connecticut. The
principal address of the GRAT is c/o World Wrestling Entertainment, Inc. 1241 E.
Main Street, Stamford, Connecticut 06902.
Mr. McMahon is the Chairman and Chief Executive Officer of the Company, a
founder of the Company and trustee of the GRAT. His principal business address
is c/o World Wrestling Entertainment, Inc. 1241 E. Main Street, Stamford,
Connecticut 06902. Mr. McMahon is a citizen of the United States of America.
During the last five years, neither Mr. McMahon nor the Reporting Person
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
During the last five years, neither Mr. McMahon nor the Reporting Person
has 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.
Item 3. Source and Amount of Funds or Other Consideration.
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The GRAT acquired the shares of Class B Common Stock as the result of a
gift of such shares by Mr. McMahon. No monetary consideration was paid for such
shares.
Item 4. Purpose of Transaction.
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On December 29, 2009, the GRAT, in accordance with its terms, made an
annual annuity distribution of 1,951,474 shares of Class B Common Stock of the
Issuer to Mr. McMahon. This distribution reduced the ownership of Class B Common
Stock by the GRAT by greater than 1% of the outstanding Class B Common Stock of
the Issuer. The GRAT continues to hold the remaining shares of the Issuer for
investment purposes only. The GRAT may acquire beneficial ownership of
additional shares of Class B Common Stock from time to time in connection with
any future gifts by Mr. McMahon.
Mr. McMahon may purchase additional shares of Class A or Class B Common
Stock or similar securities from time to time, either in brokerage transactions
in the over-the-counter market or in privately-negotiated transactions. Any
decision to increase his holdings of Class A or Class B Common Stock will depend
on various factors, including, but not limited to, the price of the shares of
Class A Common Stock, the terms and conditions of the transaction and prevailing
market conditions. Mr. McMahon has not purchased or acquired any additional
shares of the Issuer's Common stock since the Issuer became a public company in
October 1999. Acquisitions of Class B Common Stock by Mr. McMahon were made for
investment purposes.
Mr. McMahon and the GRAT also may, at any time, subject to compliance with
applicable securities laws, dispose of some or all of their Class B Common Stock
depending on various factors, including, but not limited to, the price of the
shares of the Class A and/or Class B Common Stock, the terms and conditions of
the transaction and prevailing market conditions, as well as liquidity, family
planning and diversification objectives. In addition, Mr. McMahon may make gifts
(which may include gifts to the GRAT and other charities) of Class B Common
Stock from time to time.
Mr. McMahon and the GRAT intend to participate in and influence the affairs
of the Issuer through the exercise of their voting rights with respect to their
shares of Class B Common Stock. In addition, Mr. McMahon is the Chairman and
Chief Executive Officer of the Issuer and, as a result, in the ordinary course
or otherwise, may take actions to influence the management, business, and
affairs of the Issuer.
Neither Mr. McMahon nor the GRAT, as stockholders of the
Company, has any plan or proposal other than as described herein that relates to
or would result in any of the transactions or other matters specified in clauses
(a) through (j) of Item 4 of Schedule 13D. Each of Mr. McMahon and the GRAT may,
at any time and from time to time, review or reconsider his or its position
and/or change his or its purpose and/or formulate plans or proposals with
respect thereto. Notwithstanding the foregoing, Mr. McMahon, in his position as
Chairman and Chief Executive Officer of the Company, intends to approve such
matters and take such actions as he deems to be in the best interests of the
Company, which matters and actions could potentially involve items described in
Items 4(a) through 4(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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(a)(i) According to information provided by the Issuer in its Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on
November 6, 2009, as of October 12, 2009 there were 25,586,976 shares of Class A
Common Stock issued and outstanding, and 47,713,563 shares of Class B Common
Stock issued and outstanding. Mr. McMahon may be deemed the beneficial owner for
purposes of Section 13(d) of the Exchange Act of 43,421,427 shares of Class B
Common Stock, which may be converted at any time on a one-for-one basis into
43,421,427 shares of Class A Common Stock. This number consists of (A)
30,372,901 shares of Class B Common Stock held by Mr. McMahon and (B) 13,048,526
shares of Class B Common Stock held by the GRAT. Such shares represent
approximately 59.2% of the total number of shares of Class A and Class B Common
Stock issued and outstanding as of October 12, 2009 and 91.0% of the total Class
B Common Stock issued and outstanding as of such date. Generally, each share of
Class B Common Stock is entitled to ten votes per share. Accordingly, the
43,421,427 shares of Class B Common Stock beneficially owned by Mr. McMahon
generally represent approximately 86.4% of the Issuer's total voting power.
(ii) The GRAT may be deemed the beneficial owner for purposes of Section
13(d) of the Exchange Act of 13,048,526 shares of Class B Common Stock, which
may be converted at any time on a one-for-one basis into 13,048,526 shares of
Class A Common Stock. Such shares represent approximately 17.8% of the total
number of shares of Class A and Class B Common Stock issued and outstanding as
of October 12, 2009, 27.3% of the total Class B Common Stock issued and
outstanding as of such date and approximately 26.0% of the Company's total
voting power.
(b)(i) Mr. McMahon may be deemed to have the sole power to direct the
voting and disposition of the 43,421,427 shares of Class B Common Stock
beneficially owned by Mr. McMahon as described above.
(ii) Mr. McMahon, by virtue of his position as trustee of the GRAT, may be
deemed to have the sole power to direct the voting and disposition of the
13,048,526 shares of Class B Common Stock owned by the GRAT as described above.
(c) On December 29, 2009, the GRAT, in accordance with its terms, made an
annual annuity distribution of 1,951,474 shares of Class B Common Stock of the
Issuer to Mr. McMahon, without consideration. Except for that distribution,
there have been no transactions with respect to the shares of the Issuer's Class
A or Class B Common Stock during the sixty (60) days prior to the date of this
Amendment No. 1 by Mr. McMahon or the GRAT.
(d) Not applicable
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
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Except as described above and in the next paragraph, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
between Mr. McMahon, the GRAT and any other person with respect to any
securities of the Issuer, including but not limited to, transfer or voting of
any of the shares (including as a result of any pledge), finders' fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
In August 2001, The Vincent K. McMahon Irrevocable Trust (the "Trust") sold
to Invemed Catalyst Fund, L.P. ("Invemed") an aggregate of 1,886,793 shares of
Class A Common Stock. In connection with that transaction, Mr. McMahon, the
Trust and Invemed entered into a Stockholders' Agreement, dated August 30, 2001,
pursuant to which and subject to certain limitations, the Trust, Invemed and Mr.
McMahon and certain of his affiliates agreed to vote all of their shares of
Class A and Class B Common Stock to elect Michael B. Solomon, or other designee
appointed by Invemed if he is unable or unwilling to serve, as a director of the
Company.
Item 7. Material to be Filed as Exhibits.
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The following is filed herewith:
24.1. Power of Attorney (incorporated by reference to Exhibit 24.1 to
the Reporting Person's Schedule 13D filed with the Securities and
Exchange Commission on January 9, 2009).
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.
December 30, 2009
VINCENT K. MCMAHON 2008 IRREVOCABLE
TRUST
By: /s/ Vincent K. McMahon
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Name: Vincent K. McMahon
Title: Trustee of the Vincent K.
McMahon 2008 Irrevocable
Trust