View:
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1998
REGISTRATION NO. 333-53093
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
USA NETWORKS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 4833 59-2712887
(State of incorporation) (Primary Standard (I.R.S. Employer
Industrial Identification
Classification Code Number) Number)
152 WEST 57TH STREET
NEW YORK, NY 10019
(212) 314-7300
(Address, including zip code, and telephone number, including area
code, of the Registrant's principal executive offices)
--------------------
THOMAS J. KUHN, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
USA NETWORKS, INC.
152 WEST 57TH STREET
NEW YORK, NY 10019
(212) 314-7300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------
Copies to:
Pamela S. Seymon, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
promptly as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |_|
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
TITLE OF EACH CLASS AMOUNT PROPOSED PROPOSED AMOUNT OF
MAXIMUM MAXIMUM
OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED (1) PER SHARE OFFERING PRICE FEE (1)(3)
(2)
================================================================================
Common Stock, $.01
par value per share 20,599,991 N/A $482,526,440 $142,345
================================================================================
(1)This Registration Statement relates to securities of the Registrant issuable
to holders of Common Stock of Ticketmaster Group, Inc., an Illinois
corporation, in the proposed merger of a wholly owned subsidiary of the
Registrant with and into Ticketmaster Group, Inc. and is based on 18,294,841
shares of Ticketmaster Group, Inc. Common Stock outstanding (including vested
and unvested options and other securities exchangeable for shares of
Ticketmaster Common Stock and excluding shares of Ticketmaster Common Stock
owned by the Registrant) on June 23, 1998.
(2)Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(f)(1) under the Securities Act of 1933, as amended,
on the basis of the market value of Ticketmaster Group, Inc. Common Stock to
be received by the Registrant in the proposed merger, calculated in
accordance with Rule 457(c) on the basis of the average of the high and low
prices reported for such securities by The Nasdaq Stock Market on May 18,
1998 in connection with the initial filing by the Registrant.
(3)Pursuant to Rule 457(b) under the Securities Act, $141,136 of the
registration fee was paid on May 1, 1998 in connection with the filing of the
preliminary proxy materials and on May 19, 1998 in connection with the
initial filing by the Registrant.
- --------------------------------------------------
THE REGISTRANT HEREBY AMENDS THE REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
The purpose of Amendment No. 2 is to increase the number of Registrant's
shares covered by the Registration Statement from 20,424,990 to 20,599,991, due
to the granting by Ticketmaster after the date of the initial Registration
Statement of additional options to acquire shares of Ticketmaster Common Stock,
which upon the merger will become exercisable (when and if vested) for shares of
the Registrant's Common Stock. The contents of the Registration Statement
(Commission File No. 333-53093), as previously amended, are incorporated herein
by reference.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on June 24, 1998.
USA NETWORKS, INC.
By:/s/ Barry Diller*
--------------------------
Barry Diller
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 24, 1998.
SIGNATURE TITLE
/s/ Barry Diller* Chairman of the Board, Chief
-------------------------- Executive Officer and Director
Barry Diller
/s/ Victor A. Kaufman* Office of the Chairman, Chief
-------------------------- Financial Officer and Director
Victor A. Kaufman (Principal Financial Officer)
/s/ Michael Durney* Controller (Chief Accounting
-------------------------- Officer)
Michael Durney
Director
--------------------------
Paul G. Allen
/s/ Frank J. Biondi, Jr.* Director
--------------------------
Frank J. Biondi, Jr.
/s/ Edgar Bronfman, Jr.* Director
--------------------------
Edgar Bronfman, Jr.
II-2
/s/ James G. Held* Director
--------------------------
James G. Held
/s/ Robert W. Matschullat* Director
--------------------------
Robert W. Matschullat
/s/ Samuel Minzberg* Director
--------------------------
Samuel Minzberg
/s/ William D. Savoy* Director
--------------------------
William D. Savoy
/s/ H. Norman Schwarzkopf* Director
--------------------------
H. Norman Schwarzkopf
/s/ Richard E. Snyder* Director
--------------------------
Richard E. Snyder
*By: /s/ Thomas J. Kuhn
--------------------------
Thomas J. Kuhn
Attorney-in-fact
II-3
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION PAGE
2.1 Agreement and Plan of Merger by and among the
Registrant, Brick Acquisition Corp. and
Ticketmaster Group, Inc., dated as of March 20,
1998 (attached as Appendix A to the Proxy
Statement/Prospectus contained in the
Registration Statement).............................
2.2 Investment Agreement among Universal Studios, Inc.,
the Registrant, Home Shopping Network, Inc. and
Liberty Media Corporation, dated as of October
19, 1997, as amended and restated as of December
18, 1997, filed as Appendix A to the Registrant's
Definitive Proxy Statement, January 12, 1998, is
incorporated herein by reference....................
3.1 Restated Certificate of Incorporation of the
Registrant, filed as Exhibit 3.1 to the
Registrant's Form 8-K, February 23, 1998, is
incorporated herein by reference....................
3.2 Amended and Restated By-Laws of the Registrant,
filed as Exhibit 3.1 to the Registrant's Form
8-K, January 9, 1998, is incorporated herein by
reference...........................................
4.1 Form of Specimen Certificate for the Registrant's
Common Stock, filed as Exhibit 4.6 to the
Registrant's Form 10-K, December 31, 1997, is
incorporated herein by reference....................
5.1 Opinion of Wachtell, Lipton, Rosen & Katz, regarding
the legality of the securities being issued.........
*8.1 Opinion of Wachtell, Lipton, Rosen & Katz, regarding
certain tax matters.................................
*8.2 Opinion of Shearman & Sterling, regarding certain
tax matters.........................................
10.1 Form of Governance Agreement among the Registrant,
Universal Studios, Inc., Liberty Media
Corporation and Barry Diller, dated as of October
19, 1997, filed as Appendix B to the Registrant's
Definitive Proxy Statement, January 12, 1998, is
incorporated herein by reference....................
10.2 Form of Stockholders Agreement among Universal
Studios, Inc., Liberty Media Corporation, Barry
Diller, the Registrant and The Seagram Company
Ltd., dated as of October 19, 1997, filed as
Appendix C to the Registrant's Definitive Proxy
Statement, January 12, 1998, is incorporated
herein by reference.................................
10.3 Amended and Restated Limited Liability Company
Agreement of USANi LLC, dated as of February 12, 1998, filed as
Exhibit 10.59 to the Registrant's Form 10-K, December 31, 1997,
is incorporated herein by
reference.................................
10.4 Exchange Agreement dated as of October 19, 1997 by
and among the Registrant, Universal Studios, Inc.
(and certain of its subsidiaries) and Liberty
Media Corporation (and certain of its
subsidiaries), filed as Exhibit 10.60 to the
Registrant's Form 10-K, December 31, 1997, is
incorporated herein by reference....................
10.5 Cooperation, Non-Competition and Confidentiality
Agreement by and between the Registrant and
Fredric D. Rosen, dated March 9, 1998, filed as
Exhibit 6 to Amendment No. 4 to the Registrant's
report on Schedule 13D for Ticketmaster Group,
Inc., March 23, 1998, is incorporated herein by
reference...........................................
II-4
EXHIBIT
NUMBER DESCRIPTION PAGE
23.1 Consent of Wachtell, Lipton, Rosen & Katz (included
in Exhibit 5.l and Exhibit 8.1).....................
23.2 Consent of Shearman & Sterling (included in Exhibit
8.2)................................................
23.3 Consent of Deloitte & Touche LLP.......................
23.4 Consent of Ernst & Young LLP...........................
23.5 Consent of Ernst & Young LLP...........................
23.6 Consent of KPMG Peat Marwick LLP.......................
23.7 Consent of KPMG Peat Marwick LLP.......................
23.8 Consent of Price Waterhouse LLP........................
23.9 Consent of Price Waterhouse LLP........................
*23.10 Consent of Salomon Smith Barney........................
*24.1 Power of Attorney......................................
*99.1 Form of Proxy Card.....................................
- ------------
* Previously filed.
Exhibit 5.1
[Letterhead of Wachtell, Lipton, Rosen & Katz]
June 24, 1998
USA Networks, Inc.
152 West 57th Street
New York, NY 10019
Re: Registration Statement (Amendment No. 2)
on Form S-4 of USA Networks, Inc.
Members of the Board:
We are acting as special counsel to USA Networks, Inc., a Delaware
corporation ("USAi"), in connection with the above-captioned Registration
Statement, as amended through Amendment No. 2 thereto, filed by USAi with the
Securities and Exchange Commission (the "Registration Statement") with respect
to the shares of common stock, par value $.01 per share (the "USAi Common
Stock"), proposed to be issued in connection with the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of March 20, 1998, attached as
Appendix A of the Proxy Statement, by and among USAi, Brick Acquisition Corp.,
an Illinois corporation and subsidiary of USAi ("Merger Sub"), and Ticketmaster
Group, Inc., an Illinois corporation ("Ticketmaster"), pursuant to which Merger
Sub will be merged with and into Ticketmaster with Ticketmaster being the
surviving corporation and a subsidiary of USAi (the "Merger").
In connection with this opinion, we have reviewed the Registration
Statement and the exhibits thereto, and we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, agreements, certificates of public officials and of officers of USAi
and Merger Sub, and other instruments, and such matters of law and fact as we
have deemed necessary to render the opinion contained herein.
USA Networks, Inc.
June 24, 1998
Page 2
Based upon and subject to the foregoing, we are of the opinion that
the USAi Common Stock being registered under the Registration Statement, when
issued pursuant to the Merger following approval of the Merger Agreement, will
be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement and to the
reference to our firm under the caption "LEGAL MATTERS" in the Proxy
Statement/Prospectus contained therein. In giving such consent, we do not hereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
Wachtell, Lipton, Rosen & Katz
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Amendment No. 2 to
Registration Statement No. 333-53093 of USA Networks, Inc. (formerly HSN,
Inc. and Silver King Communications, Inc.) on Form S-4, pertaining to the
registration of common stock of USA Networks, Inc. for issuance to holders of
common stock of Ticketmaster Group, Inc., of our report dated July 2, 1996
appearing in the Annual Report on Form 10-K of USA Networks, Inc. for the
year ended December 31, 1997 and to the reference to us under the heading
"Experts" in the Proxy Statement/Prospectus, which is part of such
Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Tampa, Florida
June 23, 1998
Exhibit 23.4
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Experts" and to the
incorporation by reference of our report dated March 13, 1998, with respect to
the consolidated financial statements and schedule of USA Networks, Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 1997,
incorporated by reference in the Proxy/Prospectus of Ticketmaster Group, Inc.
that is made a part of Amendment No. 2 to the Registration Statement (Form S-4
No. 333-53093) of USA Networks, Inc. for the registration of 20,599,991 shares
of its common stock.
/s/ Ernst & Young LLP
New York, New York
June 19, 1998
Exhibit 23.5
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
incorporation by reference of our report dated February 24, 1998 (except for
Note 13, as to which the date is April 10, 1998), with respect to the
consolidated financial statements and to our consent dated April 23, 1998 with
respect to the financial statement schedule of Ticketmaster Group, Inc. included
in its Annual Report (Form 10-K) at January 31, 1998 and for the year then
ended, in the Proxy Statement of Ticketmaster Group, Inc. that is made a part of
Registration Statement related to the Prospectus of USA Networks, Inc. for the
registration of 20,599,991 shares of its common stock.
/s/ Ernst & Young
Los Angeles, California
June 22, 1998
Exhibit 23.6
[Letterhead of KPMG Peat Marwick]
CONSENT OF KPMG PEAT MARWICK
The Board of Directors
USA Networks, Inc.
We consent to the use of our report dated February 24, 1995 incorporated herein
by reference.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
New York, New York
June 19, 1998
Exhibit 23.7
CONSENT OF KPMG PEAT MARWICK LLP
The Boards of Directors
Ticketmaster Group, Inc.:
USA Networks, Inc.:
We consent to the incorporation by reference in USA Networks, Inc.'s Amendment
No. 2 to Form S-4 (Registration Statement No. 333-53093) of our report dated
March 12, 1997, with respect to the consolidated financial statements of
Ticketmaster Group, Inc. as of January 31, 1997 and for each of the years in the
two year period then ended, which report appears in the Annual Report (Form
10-K) of Ticketmaster Group, Inc. for the year ended January 31, 1998, and to
the reference to our firm under the heading "Experts" in the Proxy
Statement/Prospectus, which is part of such registration statement.
/s/ KPMG Peat Marwick LLP
Los Angeles, California
June 23, 1998
Exhibit 23.8
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of Amendment No. 2 to the Registration Statement on Form S-4
of USA Networks, Inc. of our report dated February 21, 1997 relating to the
financial statements of USA Networks appearing on page H-7 in HSN, inc's
(subsequently renamed USA Networks, Inc.) proxy statement dated January 12,
1998. We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
June 19, 1998
New York, NY
Exhibit 23.9
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of Amendment No. 2 to the Registration Statement on Form S-4
of USA Networks, Inc. of our report dated December 8, 1997 relating to the
combined financial statements of Universal Television Group, appearing on Page
I-9 of HSN, inc's (subsequently renamed USA Networks, Inc.) proxy statement
dated January 12, 1998. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
June 19, 1998
Century City, California