SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
==============================================================================
SCHEDULE 13D/A*
Under the Securities Exchange Act of 1934
USA Networks, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
902984 10 3
(CUSIP Number)
Charles Y. Tanabe, Esq. Pamela S. Seymon, Esq. Karen Randall, Esq.
Senior Vice President Wachtell, Lipton, Rosen Universal Studios, Inc.
and General Counsel & Katz 100 Universal City Plaza
Liberty Media Corporation 51 West 52nd Street Universal City, CA 91608
Englewood, CO 80112 New York, NY 10019 (818) 777-1000
(720) 875-5400 (212) 403-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 15, 2001
(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(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
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).
- -------------------
* Note: This statement constitutes Amendment No. 7 of the Report on
Schedule 13D of the reporting group consisting of Liberty Media
Corporation, Barry Diller, The Seagram Company Ltd., Vivendi Universal
S.A., Universal Studios, Inc. and the BDTV Entities. This statement
also constitutes Amendment No. 2 of a Report on Schedule 13D of Liberty
Media Corporation, Amendment No. 17 of a Report on Schedule 13D of Barry
Diller, Amendment No. 7 of a Report on Schedule 13D of The Seagram
Company Ltd. and Universal Studios, Inc., Amendment No. 1 of a Report on
Schedule 13D of Vivendi Universal S.A., Amendment No. 13 of a Report on
Schedule 13D of BDTV INC., Amendment No. 11 of a Report on Schedule 13D
of BDTV II INC., Amendment No. 8 of a Report on Schedule 13D of BDTV III
INC. and Amendment No. 7 of a Report on Schedule 13D of BDTV IV INC.
2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Statement of
LIBERTY MEDIA CORPORATION,
BARRY DILLER,
UNIVERSAL STUDIOS, INC.,
THE SEAGRAM COMPANY LTD.,
VIVENDI UNIVERSAL S.A.,
BDTV INC.,
BDTV II INC.,
BDTV III INC.
and
BDTV IV INC.
Pursuant to Section 13 (d) of the Securities Exchange Act of 1934
in respect of
USA NETWORKS, INC.
This Report on Schedule 13D relates to the common stock, par value
$.01 per share (the "Common Stock"), of USA Networks, Inc., a Delaware
corporation (the "Company"). The Reports on Schedule 13D, as amended and
supplemented, originally filed with the Commission by (i) the reporting group
(the "Reporting Group") consisting of Liberty Media Corporation, a Delaware
corporation ("Liberty"), Mr. Barry Diller, Universal Studios, Inc., a Delaware
corporation ("Universal"), The Seagram Company Ltd., a Canadian corporation
("Seagram"), Vivendi Universal S.A., a societe anonyme organized under the
laws of the Republic of France ("Vivendi Universal"), BDTV INC., a Delaware
corporation ("BDTV"), BDTV II INC., a Delaware corporation ("BDTV II"), BDTV
III INC., a Delaware corporation ("BDTV III"), and BDTV IV, INC., a Delaware
corporation ("BDTV IV") (each, a "Reporting Person"), on February 24, 1998
(the "Reporting Group Schedule 13D"), (ii) Liberty on July 19, 1999 (the
"Liberty Schedule 13D"), (iii) Mr. Diller on August 29, 1995 (the "Barry
Diller Schedule 13D"), (iv) Universal and Seagram on February 24, 1998 (the
"Universal Schedule 13D"), (v) BDTV on August 16, 1996 (the "BDTV Schedule
13D"), (vi) BDTV II on December 24, 1996 (the "BDTV II Schedule 13D"), (vii)
BDTV III on July 28, 1997 (the "BDTV III Schedule 13D"), (viii) BDTV IV on
February 24, 1998 (the "BDTV IV Schedule 13D") and (ix) Vivendi Universal on
August 22, 2001 (the "Vivendi Schedule 13D"), are each hereby amended and
supplemented to include the information set forth herein. This Report on
Schedule 13D constitutes Amendment No. 7 to the Reporting Group Schedule 13D,
Amendment No. 2 to the Liberty Schedule 13D, Amendment No. 17 to the Barry
Diller Schedule 13D, Amendment No. 7 to the Universal Schedule 13D, Amendment
No. 1 to the Vivendi Schedule 13D, Amendment No. 13 to the BDTV Schedule 13D,
Amendment No. 11 to the BDTV II Schedule 13D, Amendment No. 8 to the BDTV III
Schedule 13D and Amendment No. 7 to the BDTV IV Schedule 13D. The Reporting
Group Schedule 13D, the Liberty Schedule 13D, the Barry Diller Schedule 13D,
the Universal Schedule 13D, the Vivendi Schedule 13D, the BDTV Schedule 13D,
the BDTV II Schedule 13D, the BDTV III Schedule 13D and the BDTV IV Schedule
13D (each, as amended) are collectively referred to as the "Schedule 13D."
Capitalized terms not defined herein have the meanings given to such terms in
the prior Reports on Schedule 13D referred to in this paragraph.
3
Information contained herein with respect to each Reporting Person
and its executive officers, directors and controlling persons is given solely
by such Reporting Person, and no other Reporting Person has responsibility for
the accuracy or completeness of information supplied by such other Reporting
Person.
ITEM 4. Purpose of the Transaction
The information contained in Item 4 of the Schedule 13D is hereby
amended and supplemented by adding the following information:
On July 15, 2001, the Company, Mr. Diller, Universal and Libery
entered into a Letter Agreement. The Letter Agreement was entered into, in
part, to permit Universal to maintain, through open market purchases, its
percentage ownership in the Company. Under the Letter Agreement, the Company
and Liberty consented to the increase, through open market purchases, in the
beneficial ownership by Universal of the Company's equity securities,
including equity securities owned, directly or indirectly, as of the date of
the Letter Agreement, to up to an aggregate of 50.1%. Notwithstanding this
Letter Agreement, Universal would have the right under the existing
Universal/Liberty/USA agreements entered into in 1997 to increase its
beneficial ownership of the Company's equity securities to 50.1% starting on
February 12, 2002. In connection with such consent, Universal also waived its
preemptive rights under the existing Universal/Liberty/USA agreements in
connection with the proposed acquisition of a controlling interest in
Expedia, Inc. by the Company (the "Proposed Acquisition").
Under the Letter Agreement, pursuant to the Stockholders Agreement,
Universal consented to the increase, through open market purchases, in the
beneficial ownership by Liberty of additional equity securities of the
Company in order to permit Liberty to maintain its proportionate equity
interest in the Company vis-a-vis Universal in the same proportions as
existed on the date of the Letter Agreement and after giving effect to any
purchases of equity securities by Liberty pursuant to the exercise of its
preemptive rights under the Transaction Agreements triggered by the Proposed
Acquisition, but Liberty may make such open market purchases in reliance on
Universal's consent only to the extent that Universal's equity interest in
the Company increases during the period from the date of the Letter Agreement
until February 12, 2002 as a result of open market purchases by Universal
permitted under the Letter Agreement.
Each Reporting Person reserves the right, depending on market
conditions and other factors, and subject to any restrictions described in
Item 6 or contained in the agreements attached as Exhibits hereto or
incorporated by reference herein, to purchase, directly or indirectly,
additional shares of Common Stock in the open market or in private
transactions. Alternatively, depending on market conditions and other factors,
and subject to any restrictions described in Item 6 or contained in the
agreements attached as Exhibits hereto or incorporated by reference herein,
each Reporting Person reserves the right to sell, directly or indirectly, all
or some of its shares of Common Stock.
Except as described in Item 6 or contained in the agreements attached
as Exhibits hereto or incorporated herein by reference, no Reporting Person
or, to the best of its knowledge, any of its respective directors or executive
officers has plans or proposals that relate to or would result in any of the
actions set forth in clauses (a) through (j) of Item 4.
ITEM 5. Interest in Securities of the Issuer
The information contained in Item 5 of the Schedule 13D is hereby
amended and supplemented by adding the following information:
Except as set forth or incorporated by reference herein, no Reporting
Person nor, to the best knowledge of each Reporting Person,
4
any executive officer or director of such Reporting Person has effected any
transaction in the Common Stock during the past 60 days.
Each Reporting Person disclaims beneficial ownership of the shares of
Common Stock beneficially owned by each of the other Reporting Persons.
ITEM 6. Contracts, Arrangements, Understandings, or Relationships
with Respect to the Securities of the Issuer
The information contained in Item 6 of the Schedule 13D is hereby
amended and supplemented by adding the following information:
On July 15, 2001, the Company, Mr. Diller, Universal and Liberty
entered into a Letter Agreement. The Letter Agreement was entered into, in
part, to permit Universal to maintain, through open market purchases, its
percentage ownership in the Company. Under the Letter Agreement, the Company
and Liberty consented to the increase, through open market purchases, in the
beneficial ownership by Universal of the Company's equity securities,
including equity securities owned, directly or indirectly, as of the date of
the Letter Agreement, to up to an aggregate of 50.1%. Notwithstanding this
Letter Agreement, Universal would have the right under the existing
Universal/Liberty/USA agreements entered into in 1997 to increase its
beneficial ownership of the Company's equity securities to 50.1% starting on
February 12, 2002. In connection with such consent, Universal also waived its
preemptive rights under the existing Universal/Liberty/USA agreements in
connection with the Proposed Acquisition.
Under the Letter Agreement, pursuant to the Stockholders Agreement,
Universal consented to the increase, through open market purchases, in the
beneficial ownership by Liberty of additional equity securities of the
Company in order to permit Liberty to maintain its proportionate equity
interest in the Company vis-a-vis Universal in the same proportions as
existed on the date of the Letter Agreement and after giving effect to any
purchases of equity securities by Liberty pursuant to the exercise of its
preemptive rights under the Transaction Agreements triggered by the Proposed
Acquisition, but Liberty may make such open market purchases in reliance on
Universal's consent only to the extent that Universal's equity interest in
the Company increases during the period from the date of the Letter Agreement
until February 12, 2002 as a result of open market purchases by Universal
permitted under the Letter Agreement.
ITEM 7. Material to be Filed as Exhibits
The information contained in Item 7 of the Schedule 13D is hereby
amended and supplemented by adding the following information:
The following documents are filed as exhibits to this statement:
43. Letter Agreement, dated July 15, 2001, by and among the
Company, Mr. Diller, Universal and Liberty.
5
SIGNATURES
After reasonable inquiry and to the best of his or her knowledge and
belief, each of the undersigned certifies that the information in this
statement is true, complete and correct.
Dated: August 10, 2001
LIBERTY MEDIA CORPORATION
By: /s/ Chris Shean
------------------------------------
Name: Chris Shean
Title: Vice President and Controller
BARRY DILLER
/s/ Barry Diller
---------------------------------------
UNIVERSAL STUDIOS, INC.
By: /s/ Howard Miller
------------------------------------
Name: Howard Miller
Title: Assistant Secretary
THE SEAGRAM COMPANY LTD.
By: /s/ John R. Preston
------------------------------------
Name: John R. Preston
Title: Vice President
By: /s/ George E. Bushnell, III
------------------------------------
Name: George E. Bushnell, III
Title: Secretary
VIVENDI UNIVERSAL S.A.
By: /s/ George E. Bushnell, III
------------------------------------
Name: George E. Bushnell, III
Title: Vice President
6
BDTV INC., BDTV II INC.,
BDTV III INC., BDTV IV INC.
By: /s/ Barry Diller
------------------------------------
Name: Barry Diller
Title: President
7
INDEX TO EXHIBITS
1. Written Agreement between TCI and Mr. Diller regarding Joint
Filing of Schedule 13D./*/
2. Definitive Term Sheet regarding Stockholders Agreement, dated as
of August 24, 1995, by and between Liberty Media Corporation and
Mr. Diller./*/
3. Definitive Term Sheet regarding Equity Compensation Agreement,
dated as of August 24, 1995, by and between the Company and
Mr. Diller./*/
4. Press Release issued by the Company and Mr. Diller, dated
August 25, 1995./*/
5. Letter Agreement, dated November 13, 1995, by and between Liberty
Media Corporation and Mr. Diller./*/
6. Letter Agreement, dated November 16, 1995, by and between Liberty
Media Corporation and Mr. Diller./*/
7. First Amendment to Stockholders Agreement, dated as of
November 27, 1995, by and between Liberty Media Corporation and
Mr. Diller./*/
8. Agreement and Plan of Merger, dated as of November 27, 1995, by
and among Silver Management Company, Liberty Program Investments,
Inc., and Liberty HSN, Inc./*/
9. Exchange Agreement, dated as of November 27, 1995, by and between
Silver Management Company and Silver King Communications, Inc./*/
10. Agreement and Plan of Merger, dated as of November 27, 1995, by
and among Silver King Communications, Inc., Thames Acquisition
Corp. and Savoy Pictures Entertainment, Inc./*/
11. Voting Agreement, dated as of November 27, 1995, by and among
Certain Stockholders of the Company and Savoy Pictures
Entertainment, Inc./*/
12. Letter Agreement, dated March 22, 1996, by and between Liberty
Media Corporation and Barry Diller./*/
13. In re Applications of Roy M. Speer and Silver Management Company,
Federal Communications Commission Memorandum and Order, adopted
March 6, 1996 and released March 11, 1996./*/
14. In re Applications of Roy M. Speer and Silver Management Company,
Request for Clarification of Silver Management Company, dated
April 10, 1996./*/
15. In re Applications of Roy M. Speer and Silver Management Company,
Federal Communications Commission Memorandum Opinion and Order and
Notice of Apparent Liability, adopted June 6, 1996 and released
June 14, 1996./*/
16. Amended and Restated Joint Filing Agreement of TCI, Mr. Diller and
BDTV./*/
8
17. Amended and Restated Certificate of Incorporation of BDTV INC./*/
18. Press Release issued by the Company and Home Shopping Network,
Inc., dated August 26, 1996./*/
19. Agreement and Plan of Exchange and Merger, dated as of August 25,
1996, by and among the Company, Home Shopping Network, Inc., House
Acquisition Corp., and Liberty HSN, Inc./*/
20. Termination Agreement, dated as of August 25, 1996, among the
Company, BDTV Inc., Liberty Program Investments, Inc., and Liberty
HSN, Inc./*/
21. Voting Agreement, dated as of August 25, 1996, by and among
Certain Stockholders of Home Shopping Network, Inc. and the
Company./*/
22. Voting Agreement, dated as of August 25, 1996, by and among Barry
Diller, Liberty Media Corporation, Arrow Holdings, LLC, BDTV Inc.,
and Home Shopping Network, Inc./*/
23. Letter Agreement, dated as of August 25, 1996, by and between
Liberty Media Corporation and Barry Diller./*/
24. Second Amended and Restated Joint Filing Agreement by and between
TCI, Mr. Diller, BDTV Inc. and BDTV II Inc./*/
25. Stock Exchange Agreement, dated as of December 20, 1996, by and
between the Company and Liberty HSN, Inc./*/
26. Letter Agreement, dated as of February 3, 1997, by and between
BDTV INC. and David Geffen./*/
27. Stock Exchange Agreement, dated as of May 20, 1997, by and between
HSN, Inc. and Mr. Allen./*/
28. Stockholders Agreement, dated as of May 20, 1997, by and among,
Mr. Diller, Mr. Allen and Liberty Media Corporation./*/
29. Letter Agreement, dated as of May 20, 1997, by and between
Mr. Diller and Liberty Media Corporation./*/
30. Third Amended and Restated Joint Filing Agreement by and between
TCI, Mr. Diller, BDTV Inc., BDTV II Inc. and BDTV III Inc./*/
31. Certificate of Incorporation of BDTV III Inc./*/
32. Investment Agreement among Universal Studios, Inc., HSN, Inc.,
Home Shopping Network, Inc. and Liberty Media Corporation, dated
as of October 19, 1997 as amended and restated as of December 18,
1997./*/
33. Governance Agreement among HSN, Inc., Universal Studios, Inc.,
Liberty Media Corporation and Barry Diller, dated as of
October 19, 1997./*/
34. Stockholders Agreement among Universal Studios, Inc., Liberty
Media Corporation, Barry Diller, HSN, Inc. and The Seagram Company
Ltd. dated as of October 19, 1997./*/
35. Spinoff Agreement among Liberty Media Corporation, Universal
Studios, Inc. and HSN, Inc. dated as of October 19, 1997./*/
9
36. Exchange Agreement among HSN, Inc., Universal Studios, Inc. and
Liberty Media Corporation, dated as of October 19, 1997./*/
37. Amended and Restated LLC Operating Agreement of USANi LLC, by and
among USA Networks, Inc., Home Shopping Network, Inc., Universal
Studios, Inc., Liberty Media Corporation and Barry Diller, dated
as of February 12, 1998./*/
38. Letter Agreement between Liberty HSN, Inc. and HSN, Inc., dated as
of October 19, 1997./*/
39. Fourth Amended and Restated Joint Filing Agreement between Tele-
Communications, Inc., Universal Studios, Inc., The Seagram Company
Ltd. and Barry Diller, dated as of February 23, 1998./*/
40. Certificate of Incorporation of BDTV IV INC./*/
41. Fifth Amended and Restated Joint Filing Agreement by and among
Tele-Communications, Inc., Liberty Media Corporation, Barry
Diller, Universal Studios, Inc., The Seagram Company Ltd., BDTV
INC., BDTV II INC., BDTV III INC. and BDTV IV INC, dated as of
July 19, 1999./*/
42. Sixth Amended and Restated Joint Filing Agreement by and among
Liberty Media Corporation, Barry Diller, Universal Studios, Inc.,
The Seagram Company Ltd., Vivendi Universal, BDTV INC., DDTV II
INC., BDTV III INC. and BDTV IV INC. dated as of June 22, 2001./*/
43. Letter Agreement, dated July 15, 2001, by and among the Company,
Mr. Diller, Universal and Liberty.
/*/ Previously filed.
Exhibit 43
USA NETWORKS, INC.
152 West 57th Street
New York, NY 10019
July 15, 2001
Universal Studios, Inc.
Liberty Media Corporation
Barry Diller
Ladies and Gentlemen:
Reference is made to that certain Governance Agreement, dated as of
October 19, 1997 (the "Governance Agreement"), by and among USA Networks, Inc.
(f/k/a HSN, Inc., the "Company"), Universal Studios, Inc. ("Universal"),
Liberty Media Corporation ("Liberty") and Barry Diller ("Mr. Diller"), and the
related Transaction Agreements (as defined in the Stockholders Agreement,
dated as of October 19, 1997 (the "Stockholders Agreement"), among such
parties and The Seagram Company Ltd.). Capitalized terms used and not defined
herein have the meanings provided such terms in the Governance Agreement.
Pursuant to Section 1.01(a) of the Governance Agreement, the Company and
Liberty hereby consent to the increase, through open market purchases, in the
Beneficial Ownership by Universal of Equity Securities, including Equity
Securities owned, directly or indirectly, as of the date hereof, to up to an
aggregate of 50.1%. Universal hereby waives its preemptive rights under the
Transaction Agreements in connection with the Proposed Acquisition. Except as
expressly set forth in this letter agreement, none of the rights that the
undersigned may have with respect to, as a result of or in connection with the
Proposed Acquisition shall be waived, amended or modified in any way as a
result of the execution and delivery of this letter agreement.
Pursuant to Section 2.1 of the Stockholders Agreement, Universal hereby
consents to the increase, through open market purchases, in the beneficial
ownership by Liberty of additional Equity of the Company in order to permit
Liberty to maintain its proportionate equity interest in the Company
vis-a-vis Universal in the same proportions as exist on the date hereof and
after giving effect to any purchases of Equity by Liberty pursuant to the
exercise of its preemptive rights under the Transaction Agreements that are
triggered by the Proposed Acquisition, but Liberty may make such open market
purchases in reliance on this consent only to the extent that Universal's
equity interest in the Company increases during the period from the date
hereof until February 12, 2002 as a result of open market purchases by
Universal as permitted by the second paragraph above.
For the avoidance of doubt, pursuant to Section 1.01(g) of the Governance
Agreement, the Company and Liberty hereby agree that Universal's consent set
forth in the preceding paragraph will not be deemed to constitute an
amendment, modification or
waiver of Liberty's standstill obligations for purposes of clause (i)(x) of
such Section 1.01(g).
Except as provided in this letter agreement, the Transaction Agreements
shall remain in full force and effect pursuant to their terms. If the
foregoing is consistent with your understanding, please so indicate by your
signature below, which will constitute the agreement of the parties hereto as
of the date first written above.
USA NETWORKS, INC.
By: /s/ Barry Diller
-----------------------
Name: Barry Diller
Title: Chairman and Chief
Executive Officer
/s/ Barry Diller
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Barry Diller
UNIVERSAL STUDIOS, INC.
By: /s/ Kevin Conway
----------------------
Name: Kevin Conway
Title: Vice President
LIBERTY MEDIA CORPORATION
By: /s/ Chris Shean
----------------------
Name: Chris Shean
Title: Vice President and Controller