SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
May 18, 2001
(Date of Event which Requires Filing of this Statement)
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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).
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* Note: This statement constitutes Amendment No. 6 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. (added pursuant to this amendment), Universal Studios, Inc. and the
BDTV Entities. This statement also constitutes Amendment No. 1 of a
Report on Schedule 13D of Liberty Media Corporation, Amendment No. 16 of
a Report on Schedule 13D of Barry Diller, Amendment No. 6 of a Report on
Schedule 13D of The Seagram Company Ltd. and Universal Studios, Inc.,
the initial filing of a report on Schedule 13D of Vivendi Universal
S.A., Amendment No. 12 of a Report on Schedule 13D of BDTV INC.,
Amendment No. 10 of a Report on Schedule 13D of BDTV II INC., Amendment
No. 7 of a Report on Schedule 13D of BDTV III INC. and Amendment No. 6
of a Report on Schedule 13D of BDTV IV INC.
2
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
Liberty Media Corporation
(2) Check the Appropriate Box if a member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d)or 2(e) [_]
(6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Items 3 and 5
(8) Shared Voting Power 150,695,880 shares
(9) Sole Dispositive Power None; see Items 3 and 5
(10) Shared Dispositive Power 150,695,880 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 150,695,880 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X]
Excludes shares beneficially owned by the executive officers and directors
of Liberty, Seagram and Universal. Excludes options to purchase an
aggregate of 4,750,000 shares of Common Stock granted to Mr. Diller, none
of which is currently vested or exercisable and none of which becomes
exercisable within 60 days. Excludes (i) Liberty Exchange Shares issuable
to Liberty, (ii) 282,161,530 shares of Common Stock or Class B Common Stock
issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"),
and (iii) 45,774,708 shares of Common Stock issuable to Liberty upon
exchange of LLC Shares, each of which is subject to terms and conditions
set forth in the Liberty Exchange Agreement and the Transaction Agreements
previously filed by the parties, including the limitations of the
Communications Act of 1934, as amended (the "Communications Act"). See Item
6.
(13) Percent of Class Represented by Amount in Row (11) 36.1%
Assumes conversion of all shares of Class B Common Stock beneficially owned
by the Reporting Persons into shares of Common Stock and the exercise of
options to purchase 42,370,888 shares of Common Stock which are currently
exercisable by Mr. Diller. Because each share of Class B Common Stock
generally is entitled to ten votes per share and each share
3
of Common Stock is entitled to one vote per share, the Reporting Persons
may be deemed to beneficially own equity securities of the Company
representing approximately 72.9% of the voting power of the Company.
(14) Type of Reporting Person (See Instructions)
CO
4
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
The Seagram Company Ltd.
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
WC; 00
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [_]
(6) Citizenship or Place of Organization
Canada
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Items 3 and 5
(8) Shared Voting Power 150,695,880 shares
(9) Sole Dispositive Power None; see Items 3 and 5
(10) Shared Dispositive Power 150,695,880 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 150,695,880 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
Excludes shares beneficially owned by the executive officers and directors
of Liberty, Seagram and Universal. Excludes options to purchase an
aggregate of 4,750,000 shares of Common Stock granted to Mr. Diller, none
of which is currently vested or exercisable and none of which becomes
exercisable within 60 days. Excludes (i) Liberty Exchange Shares issuable
to Liberty, (ii) 282,161,530 shares of Common Stock or Class B Common Stock
issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"),
and (iii) 45,774,708 shares of Common Stock issuable to Liberty upon
exchange of LLC Shares, each of which is subject to terms and conditions
set forth in the Liberty Exchange Agreement and the Transaction Agreements
previously filed by the parties, including the limitations of the
Communications Act of 1934, as amended (the "Communications Act"). See Item 6.
(13) Percent of Class Represented by Amount in Row (11) 36.1%
Assumes conversion of all shares of Class B Common Stock beneficially owned
by the Reporting Persons into shares of Common Stock and the exercise of
options to purchase 42,370,888 shares of Common Stock which are currently
exercisable by Mr. Diller. Because each share of Class B Common Stock
generally is entitled to ten votes per share and each share of Common Stock
is entitled to one vote per share, the Reporting Persons
5
may be deemed to beneficially own equity securities of the Company
representing approximately 72.9% of the voting power of the Company.
(14) Type of Reporting Person (See Instructions)
CO
6
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
Vivendi Universal S.A.
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [_]
(6) Citizenship or Place of Organization
France
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Items 3 and 5
(8) Shared Voting Power 150,695,880 shares
(9) Sole Dispositive Power None; see Items 3 and 5
(10) Shared Dispositive Power 150,695,880 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 150,695,880 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
Excludes shares beneficially owned by the executive officers and directors
of Liberty, Seagram and Universal. Excludes options to purchase an
aggregate of 4,750,000 shares of Common Stock granted to Mr. Diller, none
of which is currently vested or exercisable and none of which becomes
exercisable within 60 days. Excludes (i) Liberty Exchange Shares issuable
to Liberty, (ii) 282,161,530 shares of Common Stock or Class B Common Stock
issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"),
and (iii) 45,774,708 shares of Common Stock issuable to Liberty upon
exchange of LLC Shares, each of which is subject to terms and conditions
set forth in the Liberty Exchange Agreement and the Transaction Agreements
previously filed by the parties, including the limitations of the
Communications Act of 1934, as amended (the "Communications Act"). See Item
6.
(13) Percent of Class Represented by Amount in Row (11) 36.1%
Assumes conversion of all shares of Class B Common Stock beneficially owned
by the Reporting Persons into shares of Common Stock and the exercise of
options to purchase 42,370,888 shares of Common Stock which are currently
exercisable by Mr. Diller. Because each share of Class B Common Stock
generally is entitled to ten votes per share and each share of Common Stock
is entitled to one vote per share, the Reporting Persons
7
may be deemed to beneficially own equity securities of the Company
representing approximately 72.9% of the voting power of the Company.
(14) Type of Reporting Person (See Instructions)
CO
8
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
Universal Studios, Inc.
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
WC; 00
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [_]
(6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Items 3 and 5
(8) Shared Voting Power 150,695,880 shares
(9) Sole Dispositive Power None; see Items 3 and 5
(10) Shared Dispositive Power 150,695,880 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 150,695,880 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[X)
Excludes shares beneficially owned by the executive officers and directors
of Liberty, Seagram and Universal. Excludes options to purchase an
aggregate of 4,750,000 shares of Common Stock granted to Mr. Diller, none
of which is currently vested or exercisable and none of which becomes
exercisable within 60 days. Excludes (i) Liberty Exchange Shares issuable
to Liberty, (ii) 282,161,530 shares of Common Stock or Class B Common Stock
issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"),
and (iii) 45,774,708 shares of Common Stock issuable to Liberty upon
exchange of LLC Shares, each of which is subject to terms and conditions
set forth in the Liberty Exchange Agreement and the Transaction Agreements
previously filed by the parties, including the limitations of the
Communications Act of 1934, as amended (the "Communications Act"). See Item 6.
(13) Percent of Class Represented by Amount in Row (11) 36.1%
Assumes conversion of all shares of Class B Common Stock beneficially owned
by the Reporting Persons into shares of Common Stock and the exercise of
options to purchase 42,370,888 shares of Common Stock which are currently
exercisable by Mr. Diller. Because each share of Class B Common Stock
generally is entitled to ten votes per share and each share
9
of Common Stock is entitled to one vote per share, the Reporting Persons
may be deemed to beneficially own equity securities of the Company
representing approximately 72.9% of the voting power of the Company.
(14) Type of Reporting Person (See Instructions)
CO
10
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
Barry Diller
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [_]
(6) Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Items 3 and 5
(8) Shared Voting Power 150,695,880 shares
(9) Sole Dispositive Power None; see Items 3 and 5
(10) Shared Dispositive Power 150,695,880 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 150,695,880 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
Excludes shares beneficially owned by the executive officers and directors
of Liberty, Seagram and Universal. Excludes options to purchase an
aggregate of 4,750,000 shares of Common Stock granted to Mr. Diller, none
of which is currently vested or exercisable and none of which becomes
exercisable within 60 days. Excludes (i) Liberty Exchange Shares issuable
to Liberty, (ii) 282,161,530 shares of Common Stock or Class B Common Stock
issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"),
and (iii) 45,774,708 shares of Common Stock issuable to Liberty upon
exchange of LLC Shares, each of which is subject to terms and conditions
set forth in the Liberty Exchange Agreement and the Transaction Agreements
previously filed by the parties, including the limitations of the
Communications Act of 1934, as amended (the "Communications Act"). See Item 6.
(13) Percent of Class Represented by Amount in Row (11) 36.1%
Assumes conversion of all shares of Class B Common Stock beneficially owned
by the Reporting Persons into shares of Common Stock and the exercise of
options to purchase 42,370,888 shares of Common Stock which are currently
exercisable by Mr. Diller. Because each share of Class B Common Stock
generally is entitled to ten votes per share and each share
11
of Common Stock is entitled to one vote per share, the Reporting Persons
may be deemed to beneficially own equity securities of the Company
representing approximately 72.9% of the voting power of the Company.
(14) Type of Reporting Person (See Instructions)
IN
12
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
BDTV INC.
(2) Check the Appropriate Box if a member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items
2(d) or 2(e) [_]
(6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Items 3 and 5
(8) Shared Voting Power 150,695,880 shares
(9) Sole Dispositive Power None; see Items 3 and 5
(10) Shared Dispositive Power 150,695,880 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 150,695,880 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
Excludes shares beneficially owned by the executive officers and directors
of Liberty, Seagram and Universal. Excludes options to purchase an
aggregate of 4,750,000 shares of Common Stock granted to Mr. Diller, none
of which is currently vested or exercisable and none of which becomes
exercisable within 60 days. Excludes (i) Liberty Exchange Shares issuable
to Liberty, (ii) 282,161,530 shares of Common Stock or Class B Common Stock
issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"),
and (iii) 45,774,708 shares of Common Stock issuable to Liberty upon
exchange of LLC Shares, each of which is subject to terms and conditions
set forth in the Liberty Exchange Agreement and the Transaction Agreements
previously filed by the parties, including the limitations of the
Communications Act of 1934, as amended (the "Communications Act"). See Item 6.
(13) Percent of Class Represented by Amount in Row (11) 36.1%
Assumes conversion of all shares of Class B Common Stock beneficially owned
by the Reporting Persons into shares of Common Stock and the exercise of
options to purchase 42,370,888 shares of Common Stock which are currently
exercisable by Mr. Diller. Because each share of Class B
13
Common Stock generally is entitled to ten votes per share and each share of
Common Stock is entitled to one vote per share, the Reporting Persons may
be deemed to beneficially own equity securities of the Company representing
approximately 72.9% of the voting power of the Company.
(14) Type of Reporting Person (See Instructions)
CO
14
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
BDTV II INC.
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items
2(d) or 2(e) U
(6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Items 3 and 5
(8) Shared Voting Power 150,695,880 shares
(9) Sole Dispositive Power None; see Items 3 and 5
(10) Shared Dispositive Power 150,695,880 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 150,695,880 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
Excludes shares beneficially owned by the executive officers and directors
of Liberty, Seagram and Universal. Excludes options to purchase an
aggregate of 4,750,000 shares of Common Stock granted to Mr. Diller, none
of which is currently vested or exercisable and none of which becomes
exercisable within 60 days. Excludes (i) Liberty Exchange Shares issuable
to Liberty, (ii) 282,161,530 shares of Common Stock or Class B Common Stock
issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"),
and (iii) 45,774,708 shares of Common Stock issuable to Liberty upon
exchange of LLC Shares, each of which is subject to terms and conditions
set forth in the Liberty Exchange Agreement and the Transaction Agreements
previously filed by the parties, including the limitations of the
Communications Act of 1934, as amended (the "Communications Act"). See Item 6.
(13) Percent of Class Represented by Amount in Row (11) 36.1%
Assumes conversion of all shares of Class B Common Stock beneficially owned
by the Reporting Persons into shares of Common Stock and the exercise of
options to purchase 42,370,888 shares of Common Stock which are currently
exercisable by Mr. Diller. Because each share of Class B
15
Common Stock generally is entitled to ten votes per share and each share of
Common Stock is entitled to one vote per share, the Reporting Persons may
be deemed to beneficially own equity securities of the Company representing
approximately 72.9% of the voting power of the Company.
(14) Type of Reporting Person (See Instructions)
CO
16
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
BDTV III INC.
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items
2(d) or 2(e) [_]
(6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Items 3 and 5
(8) Shared Voting Power 150,695,880 shares
(9) Sole Dispositive Power None; see Items 3 and 5
(10) Shared Dispositive Power 150,695,880 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 150,695,880 shares
(12) Check if the Aggregate Amount in Row (li) Excludes Certain Shares
[X]
Excludes shares beneficially owned by the executive officers and directors
of Liberty, Seagram and Universal. Excludes options to purchase an
aggregate of 4,750,000 shares of Common Stock granted to Mr. Diller, none
of which is currently vested or exercisable and none of which becomes
exercisable within 60 days. Excludes (i) Liberty Exchange Shares issuable
to Liberty, (ii) 282,161,530 shares of Common Stock or Class B Common Stock
issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"),
and (iii) 45,774,708 shares of Common Stock issuable to Liberty upon
exchange of LLC Shares, each of which is subject to terms and conditions
set forth in the Liberty Exchange Agreement and the Transaction Agreements
previously filed by the parties, including the limitations of the
Communications Act of 1934, as amended (the "Communications Act"). See Item 6.
(13) Percent of Class Represented by Amount in Row (11) 36.1%
Assumes conversion of all shares of Class B Common Stock beneficially owned
by the Reporting Persons into shares of Common Stock and the exercise of
options to purchase 42,370,888 shares of Common Stock which are currently
exercisable by Mr. Diller. Because each share of Class B
17
Common Stock generally is entitled to ten votes per share and each share of
Common Stock is entitled to one vote per share, the Reporting Persons may
be deemed to beneficially own equity securities of the Company representing
approximately 72.9% of the voting power of the Company.
(14) Type of Reporting Person (See Instructions)
CO
18
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
BDTV IV INC.
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [_]
(6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Items 3 and 5
(8) Shared Voting Power 150,695,880 shares
(9) Sole Dispositive Power None; see Items 3 and 5
(10) Shared Dispositive Power 150,695,880 shares
(11) Aggregate Amount Beneficially Owned
by Each Reporting Person 150,695,880 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
Excludes shares beneficially owned by the executive officers and directors
of Liberty, Seagram and Universal. Excludes options to purchase an
aggregate of 4,750,000 shares of Common Stock granted to Mr. Diller, none
of which is currently vested or exercisable and none of which becomes
exercisable within 60 days. Excludes (i) Liberty Exchange Shares issuable
to Liberty, (ii) 282,161,530 shares of Common Stock or Class B Common Stock
issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"),
and (iii) 45,774,708 shares of Common Stock issuable to Liberty upon
exchange of LLC Shares, each of which is subject to terms and conditions
set forth in the Liberty Exchange Agreement and the Transaction Agreements
previously filed by the parties, including the limitations of the
Communications Act of 1934, as amended (the "Communications Act"). See Item 6.
(13) Percent of Class Represented by Amount in Row (11) 36.1%
Assumes conversion of all shares of Class B Common Stock beneficially owned
by the Reporting Persons into shares of Common Stock and the exercise of
options to purchase 42,370,888 shares of Common Stock which are currently
exercisable by Mr. Diller. Because each share of Class B Common Stock
generally is entitled to ten votes per share and each share
19
of Common Stock is entitled to one vote per share, the Reporting Persons
may be deemed to beneficially own equity securities of the Company
representing approximately 72.9% of the voting power of the Company.
(14) Type of Reporting Person (See Instructions)
CO
20
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.,
VIVENDI UNIVERSAL HOLDING COMPANY,
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")
(added pursuant to this amendment), 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"), and (viii)
BDTV IV on February 24, 1998 (the "BDTV IV Schedule 13D"), are each hereby
amended and supplemented to include the information set forth herein. This
Report on Schedule 13D constitutes Amendment No. 6 to the Reporting Group
Schedule 13D, Amendment No. 1 to the Liberty Schedule 13D, Amendment No. 16
to the Barry Diller Schedule 13D, Amendment No. 6 to the Universal Schedule
13D, the original filing of a Report on Schedule 13D of Vivendi Universal
(the "Vivendi Schedule 13D"), Amendment No. 12 to the BDTV Schedule 13D,
Amendment No. 10 to the BDTV II Schedule 13D, Amendment No. 7 to the BDTV
III Schedule 13D and Amendment No. 6 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 are collectively referred to as the "Schedule
13D." Capitalized terms not defined herein
21
have the meanings given to such terms in the prior Reports on Schedule 13D
referred to in this paragraph.
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 2. Identity and Background
The information contained in Item 2 of the Schedule 13D is hereby
amended and supplemented by adding the following information:
On June 19, 2000, Vivendi S.A., Seagram and Canal Plus S.A. entered
into a merger agreement and related agreements providing for the
combination of the three companies into Vivendi Universal. The merger
transactions pursuant to these agreements closed on December 8, 2000.
Following the merger transactions Seagram became a majority owned
subsidiary of Vivendi Universal. Accordingly, as a result of the merger
transactions, Vivendi Universal became the beneficial owner of the
securities of the Company held by Seagram.
Vivendi Universal's principal business address is 42, Avenue de
Friedland, 75380 Paris Cedex 08, France. Vivendi Universal is one of the
world's leading media and communication companies, with assets that include
the world's largest recorded music company, one of the largest film
libraries in the world and leading businesses in the telecommunications,
television, publishing and internet industries.
Schedule 5 attached to this Schedule 13D contains the following
information concerning each director, executive officer and controlling
person of Vivendi Universal: (i) the name and residence or business
address, (ii) the principal occupation or employment; (iii) the name,
principal business and address of any corporation or other organization in
which such employment is conducted; and (iv) the citizenship. Schedule 5 is
incorporated herein by reference. During the last five years, neither
Vivendi Universal nor any of the persons named on Schedule 5 (the "Schedule
5 Persons") (to the knowledge of Vivendi Universal) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither Vivendi Universal nor any of the
Schedule 5 Persons (to the knowledge of Vivendi Universal) has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, is or was 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 of Funds or Other Consideration
The information set forth in Item 5 of this Schedule 13D is hereby
incorporated by reference herein.
ITEM 4. Purpose of the Transaction
The information set forth in Item 4 of the Universal 13D is hereby
incorporated by reference herein as Item 4 of the Vivendi 13D.
22
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:
On May 18, 2001, Mr. Diller exercised stock options to acquire 917,500
shares of Common Stock with an exercise price of $4.7223 per share and sold
such shares on the same day at an average price per share of $26 in a
transaction pursuant to Rule 144 under the Securities Act of 1933.
The Company has informed the Reporting Group that as of May 21, 2001,
there were 311,885,325 shares of Common Stock outstanding and 63,033,452
shares of Class B Common Stock outstanding. The Reporting Group
beneficially owns 150,695,880 shares of Common Stock, representing
approximately 36.1% of the shares of Common Stock. This figure assumes (i)
the conversion of all shares of Class B Common Stock beneficially owned by
the Reporting Persons into shares of Common Stock and (ii) the exercise of
options currently exercisable or exercisable within 60 days of May 21, 2001
to purchase 42,370,888 shares of Common Stock held by Mr. Diller. In
addition, (i) Universal beneficially owns 282,161,530 LLC Shares
exchangeable for 146,570,000 shares of Class B Common Stock and 135,591,530
shares of Common Stock and (ii) Liberty beneficially owns 45,774,708 LLC
Shares exchangeable for 45,774,708 shares of Common Stock. In each case,
the exchange of LLC shares is subject to terms and conditions set forth in
the Transaction Agreements, including the limitations of the Communications
Act. As disclosed previously, Liberty HSN has the right, under certain
circumstances set forth in the Liberty Exchange Agreement as amended by the
Investment Agreement, to acquire the Liberty Exchange Shares.
Except as set forth or incorporated by reference herein, no Reporting
Person nor, to the best knowledge of each Reporting Person, 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 set forth in Item 6 of the Universal 13D is hereby
incorporated by reference herein as Item 6 of the Vivendi 13D.
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 document is filed as an exhibit to this statement:
41. 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., BDTV II INC., BDTV III
INC. and BDTV IV INC, dated as of June 22, 2001.
23
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: June 22, 2001
LIBERTY MEDIA CORPORATION
By:/s/ Charles V. Tanabe
-------------------------
Name: Charles V. Tanabe
Title: Senior Vice President
BARRY DILLER
/s/ Barry Diller
UNIVERSAL STUDIOS, INC.
By:/s/ Howard Miller
---------------------------
Name: Howard Miller
Title: Assistant Secretary
THE SEAGRAM COMPANY LTD.
By:/s/ Tod Hullin
---------------------------
Name: Tod Hullin
Title: Executive 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
24
BDTV INC., BDTV II INC.,
BDTV III INC., BDTV IV INC.
By:/s/ Barry Diller
---------------------------
Name: Barry Diller
Title: President
25
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./*/
26
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./*/
27
35. Spinoff Agreement among Liberty Media Corporation, Universal Studios,
Inc. and HSN, Inc. dated as of October 19, 1997./*/
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
/*/ Previously filed.
28
SCHEDULE 5
(a) Set forth below is the name, business address, principal
occupation or employment and citizenship of each director and
executive officer of Vivendi Universal. Unless otherwise indicated,
the business address of each person listed below is 42, Avenue de
Friedland, 75380 Paris Cedex 08, France.
Principal Occupation or Employment
Name and Business Address and Business Address Citizenship
- ------------------------- ---------------------------------- -----------
Jean-Marie Messier Chairman and CEO of Vivendi Universal. France
Edgar Bronfman, Jr. Vice Chairman of Vivendi Universal. United States
Eric Licoys Co-COO of Vivendi Universal. France
Pierre Lescure Chairman and CEO of CANAL+, Chairman France
of the Executive Board of Groupe
CANAL+ and Co-COO of Vivendi
Universal.
Bernard Arnault Chairman and CEO of LVMH. France
30, avenue Hoche
75008 Paris, France
Jean-Louis Beffa Chairman and CEO of Compagnie de France
Saint-Gobain.
Les Miroirs
92096 Paris Cedex
27, France
Edgar M. Bronfman Former Chairman of the Board of France
Seagram.
Richard H. Brown Chairman and CEO of Electronic Data United States
Systems Corporation.
5400 Legacy Drive
Plano, Texas 75024-3198
Jean-Marc Espalioux Chairman of the Executive Board of France
Accor.
Tour Maine Montparnasse
33, avenue du Maine
75755 Paris Cedex
15, France
Philippe Foriel-Destezet Chairman of Nescofin UK Ltd. France
52, rue de la Bienfaisance
75008 Paris, France
Jacques Friedmann Retired Chairman of the Supervisory France
Board of AXA-UAP (Chairman from 1993-
2000).
80, avenue de Breteuil
75007 Paris, France
Guillaume Hannezo Senior Executive Vice President and France
CFO of Vivendi Universal
Esther Koplowitz Chairman and Member of the Board of Spain
Directors of Fomento de Construcciones
y Contratas.
Torre Picasso
Plaza Pablo Ruiz Picasso
28020 Madrid, Spain
Mario-Josee Kravis Senior Fellow, Hudson Institute United States
c/o 625 Park Avenue
New York, NY 10021
29
Principal Occupation or Employment
Name and Business Address and Business Address Citizenship
- ------------------------- ---------------------------------- -----------
Henri Lachmann Chairman and CEO of Schneider Electric France
Industries.
43-45, boulevard
F. Roosevelt, 92500
Rueil-Malmaison, France
Samuel Minzberg President and Chief Executive Officer Canada
of Claridge Inc.
1170 Peel Street
Montreal, Quebec H3B, 4P2
Simon Murray Chairman of GEMS Ltd. U.K.
Princes House-2nd Floor
38, Jermyn Street
London SW1Y 6DT
Serge Tchuruk Chairman and CEO of Alcatel. France
54, rue de la Boetie
75008 Paris, France
Rene Thomas Honorary Chairman and Director of France
Banque Nationale de Paris-PARIBAS.
16, boulevard des Italiens
75009 Paris, France
Marc Vienot Honorary Chairman and Director of France
Societe Generale.
Tour Societe Generale
92972 Paris La Defense
Cedex, France
EXHIBIT 42
SIXTH AMENDED AND RESTATED JOINT FILING AGREEMENT
SIXTH AMENDED AND RESTATED JOINT FILING AGREEMENT, dated as of June
22, 2001, by and among Liberty Media Corporation, a Delaware corporation
("Liberty"), Barry Diller, Universal Studios, Inc., a Delaware corporation
("Universal"), The Seagram Company Ltd., a Canada corporation ("Seagram"),
Vivendi Universal S.A., a Societie anonyme organized under the laws of the
Republic of France ("Vivendi Universal"), BDTV INC., a Delaware
corporation, BDTV II INC., a Delaware corporation, BDTV III INC., a
Delaware corporation and BDTV IV INC., a Delaware corporation.
WHEREAS, each of Liberty, Barry Diller, Universal, Seagram, Vivendi
Universal, BDTV INC., BDTV II INC., BDTV III INC. and BDTV IV INC.
beneficially owns shares of common stock or options to purchase shares of
common stock, or shares of Class B Common Stock or securities convertible
into or exchangeable for common stock or Class B Common Stock
(collectively, the "Company Securities") of USA Networks, Inc. (formerly
HSN, Inc.), a Delaware corporation;
WHEREAS, Liberty, Barry Diller, Universal, Seagram, Vivendi Universal,
BDTV INC., BDTV II INC., BDTV III INC. and BDTV IV INC. may be deemed to
constitute a "group" with respect to the beneficial ownership of the
Company Securities for purposes of Rule 13d-1 and Schedule 13D promulgated
by the Securities and Exchange Commission; and
WHEREAS, Liberty, Barry Diller, Universal, Seagram, BDTV INC., BDTV II
INC., BDTV III INC. and BDTV IV INC. have previously entered into the Fifth
Amended and Restated Joint Filing Agreement, dated as of July 19, 1999,
pursuant to which the parties thereto agreed to prepare a single statement
containing the information required by Schedule 13D with respect to their
respective interests in the Company.
NOW, THEREFORE, the parties hereto agree as follows:
1. Liberty, Barry Diller, Universal, Seagram, Vivendi Universal, BDTV
INC., BDTV II INC., BDTV III INC. and BDTV IV INC. (collectively, the
"Reporting Group") shall prepare a single statement containing the
information required by Schedule 13D with respect to their respective
interests in the Company Securities (the "Reporting Group Schedule 13D"),
and the Reporting Group Schedule 13D shall be filed on behalf of each of
them.
2. Each member of the Reporting Group shall be responsible for the
timely filing of the Reporting Group Schedule 13D and any necessary
amendments thereto, and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not be
responsible for the completeness and accuracy of the information concerning
any other party contained therein, except to the extent that he or it knows
or has reason to believe that such information is inaccurate.
3. This Agreement shall continue unless terminated by any party
hereto.
4. Charles Y. Tanabe, Pamela S. Seymon and Karen Randall shall be
designated as the persons authorized to receive notices and communications
with respect to the Reporting Group Schedule 13D and any amendments
thereto.
2
5. This Agreement may be executed in counterparts, each of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
LIBERTY MEDIA CORPORATION
By:/s/ Charles V. Tanabe
-------------------------
Name: Charles V. Tanabe
Title: Senior Vice President
BARRY DILLER
/s/ Barry Diller
-----------------------------
UNIVERSAL STUDIOS, INC.
By:/s/ Howard Miller
---------------------------
Name: Howard Miller
Title: Assistant Secretary
THE SEAGRAM COMPANY LTD.
By:/s/ Tod Hullin
---------------------------
Name: Tod Hullin
Title: Executive 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
3
BDTV INC., BDTV II INC.,
BDTV III INC., BDTV IV INC.
By:/s/ Barry Diller
---------------------------
Name: Barry Diller
Title: President