View:
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 19, 1997
HSN, INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction
of incorporation)
0-20570 59-2712887
(Commission File No.) (IRS employer identification no.)
1 HSN Drive, St. Petersburg, FL 33729
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(813) 572-8585
ITEM 5. OTHER EVENTS.
On October 20, 1997, HSN, Inc. (the "Company") issued the
press release attached hereto as Exhibit 20.1 in connection
with the execution of an Investment Agreement, dated as of
October 19, 1997, among Universal Studios, Inc., the Company,
Home Shopping Network, Inc. and Liberty Media Corporation.
This press release is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits.
20.1 Press Release of the Company dated
October 20, 1997
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
HSN, INC.
By: /s/ Jed B. Trosper
Name: Jed B. Trosper
Title: Chief Financial Officer
Date: October 20, 1997
EXHIBIT INDEX
Exhibit
No. Description
20.1 Press Release of the Company dated
October 20, 1997
Exhibit 20.1
HSN, Inc.
FOR IMMEDIATE RELEASE
HSN, INC. AND UNIVERSAL STUDIOS, INC. ANNOUNCE THE
COMBINATION OF UNIVERSAL TELEVISION WITH HSN, INC.;
HSNI TO BE RENAMED USA NETWORKS, INC.
New York, N.Y., October 20, 1997 -- In a series of transactions designed
to create an enterprise of sufficient size and focus capable of competing
in today's increasingly concentrated world, HSN, inc. (NASDAQ:HSNI) and
Universal Studios, Inc., a subsidiary of The Seagram Company Ltd.
(NYSE:VO), announced today the contribution of the majority of
Universal's television assets to HSNi in a transaction in which Universal
will receive $4.075 billion in value in the form of 45 percent of HSNi's
outstanding common equity equivalents plus approximately $1.2 billion in
cash. In addition, HSNi intends to change its corporate name to USA
Networks, Inc. This diversified company will have assets in cable,
broadcasting, television programming and production as well as electronic
commerce, including electronic retailing, ticketing, teleservices and
full service fulfillment. Barry Diller will continue to be Chairman and
Chief Executive Officer of the newly-named entity.
The Universal assets being contributed include all the domestic
operations and 50 percent of the international operations of USA Network,
and the Sci-Fi Network, and Universal Television's U.S. production and
distribution operations, which include such successful shows as Law &
Order, Hercules: The Legendary Journeys, Xena: Warrior Princess and
Sally Jesse Raphael. These assets will be combined with HSNi's Home
Shopping Network and its interest in Ticketmaster Group, Inc. Universal
will retain ownership of its television library, its comedy production
business and its international television production and distribution
operations. HSNi and Universal will each own fifty percent of a newly-
created international television joint venture.
MEDIA RELEASE
1 HSN Drive St. Petersburg, Florida 33729 813.572.8585
For regulatory reasons, Universal Studios' 45 percent interest in HSNi
will be held in a subsidiary which will also own the non-broadcast assets
of HSNi. This 45 percent interest will be exchangeable in accordance
with Federal Communications Commission rules into an equivalent
percentage of the outstanding equity of HSNi. After giving effect to
these transactions, Liberty Media will own 15 percent of HSNi and would
have the right to increase its equity to up to 25 percent. This right
may be exercised by Liberty for assets agreed to by the parties or cash.
Barry Diller, Chairman and Chief Executive Officer of HSNi, will be
entitled to continue to exercise voting rights over all HSNi securities
owned by Liberty, and also will exercise voting rights over all voting
securities received by Universal. In addition, Universal has
agreed that, subject to certain exceptions, for a four-year period, it
will not increase its equity ownership interest beyond 45 percent,
transfer its equity interest or engage in certain restricted conduct. It
is expected that Edgar Bronfman, Jr., Seagram's President and Chief
Executive Officer, and three other Universal designees will join HSNi's
Board of Directors. Additionally, it is expected that Barry Diller, upon
completion of the transaction, will become a member of the Board of
Directors of The Seagram Company Ltd.
This transaction is subject to customary conditions, including HSNi
stockholder approval, which is expected to occur early in the first
quarter of 1998.
Edgar Bronfman, Jr., Seagram's President and Chief Executive Officer,
stated, "This merger provides an extraordinary opportunity for Universal
to further enhance the value of its television assets, including our
cable networks, under Barry Diller's leadership. Clearly, Barry is one
of the entertainment industry's most admired and effective talents and a
long-time friend. His partnership with us will unquestionably serve to
accelerate the increase in shareholder value which we at Seagram are
committed to achieve."
Barry Diller, Chairman and Chief Executive Officer of HSNi, said, "The
value of this transaction lies in two areas: assets and partnership.
The assets comingled: 3 cable networks, 25 broadcast stations,
Ticketmaster, Universal Television Production and Distribution and the
Internet Shopping Networks give us great ability to manage and grow
ourselves into a major enterprise. As for partnership, it is neither
fast nor loose to say that I have been the beneficiary of a first rate
relationship over the last five years with John Malone and Liberty Media,
and more recently with Leo Hindery and Dob Bennett, as they have taken
responsibility for TCI and Liberty's respective businesses. As Universal
and Seagram become the significant partner in this Company I couldn't be
more pleased, for I have known, trusted and respected Edgar Bronfman, Jr.
for more than twenty years. The balance of partners in this transaction,
Seagram-Universal and TCI, will help us to navigate our way through the
aggressive growth our goals mandate."
In commenting on this announcement, Frank J. Biondi, Jr., Chairman and
Chief Executive Officer of Universal Studios, stated, "This new
arrangement, which combines Universal's strong television assets and
management team with a set of complimentary businesses, provides a much
broader platform for our future growth. We at Universal look upon this
new development as highly supportive of our overall plans for expanding
all of our entertainment businesses."
Ron Meyer, President and Chief Operating Officer of Universal Studios,
added, "Universal Studios is delighted at the opportunity to become
associated with Barry Diller. Barry is a close personal friend and
executive who enjoys the deepest respect of the entire entertainment
industry."
It is expected that The Chase Manhattan Bank will provide the bank
financing for this transaction.
HSN, inc. is the parent company of Home Shopping Network, Silver King
Broadcasting and SF Broadcasting. The Company also owns a controlling
interest in Ticketmaster Group, Inc., the world's leading computerized
ticketing service.
Universal Studios, Inc. is a diversified entertainment company and a
worldwide leader in motion pictures, television, music, home and
location-based entertainment. Universal Studios is a unit of The Seagram
Company LTD., a global beverage and entertainment company.
###
HSN, inc. Seagram
Media: Media:
Jennifer Goebel Ray Boyce
212/247-5823 212/572-7172
Amy Goldberger
Investor Relations: 212/572-1118
Roger Clark Investor Relations:
212/247-0226
Joseph Fitzgerald
212/572-7282
Maureen Hannan
212/572-1397