View:
UNITED STATES 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 2, 2001 USA NETWORKS, INC. (Exact name of Registrant as specified in charter) Delaware 0-20570 59-2712887 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 152 West 57th Street, New York, NY 10019 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 314-7300 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. 99.1 Investor Presentation Materials, dated October 2, 2001, for use at the Goldman Sachs Communicopia Conference. ITEM 9. REGULATION FD DISCLOSURE On October 2, 2001, the Registrant presented at the Goldman Sachs Communicopia Conference. A copy of the Registrant's investor presentation materials for such conference, appearing in Exhibit 99.1, is furnished and not filed pursuant to Regulation FD. SIGNATURES 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. USA NETWORKS, INC. By: /s/ Julius Genachowski -------------------------------- Name: Julius Genachowski Title: Senior Vice President and General Counsel Date: October 2, 2001 EXHIBIT INDEX Exhibit No. Description 99.1 Investor Presentation Materials.
Exhibit 99.1 Slide 1 (logo): USA Networks, Inc. Slide 2: Important This presentation contains forward looking statements relating to possible or assumed future results of USAi. It reflects the current views of USAi with respect to future events, and is subject to risks that could cause future results to materially differ. These risks are described in USAi's Securities and Exchange Commission filings. Information contained herein about entities other than USAi has been obtained from sources believed to be reliable, but no independent verification has been made and no representation is made as to its accuracy or completeness. Any statements non-factual in nature constitute current opinions, which are subject to change without notice. The forward looking statements and opinions in this presentation are made as of the date of this presentation, and USAi undertakes no obligation to update or revise them for any reason. These statements do not include the potential impact of any mergers, acquisitions or other business combinations that may be completed in the future other than previously announced pending acquisitions. This presentation reflects estimates that USAi is comfortable releasing to analysts and the public as of the date hereof. Prepared 10/2/01. Read important disclaimer(s). Slide 3 (logo): USA Networks, Inc. Slide 4: Balance Sheet $700 Million in YE Consolidated Net Cash Current + To Come = Approximately Year End $150 million + $500 million to $600 million = $700 million All figures pro forma. Prepared 10/2/01. Read important disclaimer(s). Slide 5: Revenue Mix Only 14% Advertising (pie chart. largest to smallest slices): Electronic retailing, Production & films, Advertising, Ticketing, Hotel reservations, Subscriptions, Services, Personals Revenue mix for Q2 2001. Prepared 10/2/01. Read important disclaimer(s). Slide 6: Revenue Mix 61% Transactions (pie chart. largest to smallest slices): Electronic retailing, Production & films, Advertising, Ticketing, Hotel reservations, Subscriptions, Services, Personals Revenue mix for Q2 2001. Prepared 10/2/01. Read important disclaimer(s). Slide 7: Where the World is Going . . . Revenue Through the Screen Television and Internet Consumer-Related Revenues (U.S.) (pie charts): 1995 Revenue = $47 Billion Advertising = 80%, Transactions = 11%, Subscriptions = 9% 2000 Revenue = $134 Billion Advertising = 45%, Transactions = 39%, Subscriptions = 16% 2005 Revenue = $360 Billion Advertising = 26%, Transactions = 63%, Subscriptions = 11% Compiled estimates per McCann Erickson, Zenith Media, Paul Kagan, MSDW, Prudential, Furman Selz, PaineWebber, SSB, Jupiter, Forrester and Shop.org. Prepared 10/2/01. Read important disclaimer(s). Slide 8: (logo) HSN 160 Million Households Worldwide (bar chart): 1997: U.S., Germany/Austria/Switzerland, Japan = 84 million households 1998: U.S., Germany/Austria/Switzerland, Japan, Espanol (U.S., Mexico, P.R.) = 93 million households 1999: U.S., Germany/Austria/Switzerland, Japan, Espanol (U.S., Mexico, P.R.) = 110 million households 2000: U.S., Germany/Austria/Switzerland, Japan, Espanol (U.S., Mexico, P.R.), China, Italy, Belgium/France = 146 million households Q2 '01: U.S., Germany/Austria/Switzerland, Japan, Espanol (U.S., Mexico, P.R.), China, Italy, Belgium/France, Netherlands = 160 million households Prepared 10/2/01. Read important disclaimer(s). Slide 9: (logo) HSN HSN is Broadband 40% of HSN.com customers are new to HSN franchise (graphic) TV with HSN, computer with HSN.com Prepared 10/2/01. Read important disclaimer(s). Slide 10: Revenue per Minute Interactive, Immediate, Measurable (bar chart): HSN average = $3,000 HSN Hit Products = $20,000 Shop the Soaps = $30,000 2001 SuperBowl = $140,000 2000 World Series = $750,000 Prepared 10/2/01. Read important disclaimer(s). Slide 11: Massive Infrastructure Leverage for the New World (graphic) phone, calculator, boxes, warehouse, spreadsheet Inbound phone minutes = 1 billion Orders processed = 75 million Credit card transactions = 60 million Items shipped = 40 million Customer service centers = 40 Fulfillment center square feet = 2.5 million Customer database = 30 million Operating estimates for the next twelve months Prepared 10/2/01. Read important disclaimer(s). Slide 12: Online Commerce = $45 Billion (pie chart. largest to smallest slices): Travel, Computers / Software / Electronics, Mass Merchandise / Apparel / Other, Auctions / Collectibles, Music / Video / Books, Flowers / Cards, Home / Office, Auto, Event Tickets, Food / Beverage, Personals 2000 Market data. Shop.org (5/01) and Match.com estimates. Prepared 10/2/01. Read important disclaimer(s). Slide 13: (logo) Ticketmaster 33% of All Tickets are Sold Online Acquired 7/97 (line chart): Q3 97 = 1% Q4 97 = 2% Q1 98 = 3% Q2 98 = 4% Q3 98 = 5% Q4 98 = 6% Q1 99 = 9% Q2 99 = 14% Q3 99 = 15% Q4 99 = 18% Q1 00 = 20% Q2 00 = 26% Q3 00 = 26% Q4 00 = 28% Q1 01 = 30% Q2 01 = 33% Prepared 10/2/01. Read important disclaimer(s). Slide 14: (logo) Match.com Accelerating Membership (bar chart): Paid Members (in thousands) 12/00 = 157 1/01 = 166 2/01 = 176 3/01 = 190 4/01 = 196 5/01 = 210 6/01 = 217 7/01 = 226 8/01 = 235 9/01 = 250 Prepared 10/2/01. Read important disclaimer(s). Slide 15: (logo) citysearch.com From Arts & Entertainment Guide . . . (graphic): citysearch.com event listing Raleigh, NC Prepared 10/2/01. Read important disclaimer(s). Slides 16-20: (logo) citysearch.com . . . To the Best in Search, Information, Transactions (graphics): citysearch.com event listing for New York City Prepared 10/2/01. Read important disclaimer(s). Slide 21: (logo) Hotel Reservations Network Explosive Growth Fueled by Internet (bar chart): Revenue (in millions) Acquired 5/99 1997 = $35 1998 = $67 1999 = $162 2000 = $328 Prepared 10/2/01. Read important disclaimer(s). Slide 22: Travel Largest Category in Online Commerce (pie chart): Travel = 31% 2000 Market data.Shop.org (5/01) Prepared 10/2/01. Read important disclaimer(s). Slide 23: Interactivity Transactions Through the Screen (bar chart): Today = 9% Goal = 20% Unaudited estimates and pro forma for pending transactions. Based on compiled estimates per McCann Erickson, Zenith Media, Paul Kagan, MSDW, Prudential, Furman Selz, Paine Webber, SSB, Jupiter, Forrester and Shop.org. Prepared 10/2/01. Read important disclaimer(s). Slide 24 (logo): USA Networks, Inc. Focused on the new convergence of entertainment, information, and direct selling. Slide 25 (logo): USA Networks, Inc. A Nasdaq 100 and Fortune 500 Company. Slide 26: Important USA Networks, Inc. ("USA") and Expedia, Inc. ("Expedia") have filed a preliminary joint prospectus/proxy statement and will file other relevant documents concerning USA's acquisition of Expedia with the Securities and Exchange Commission ("SEC"). INVESTORS ARE URGED TO READ THE JOINT PROSPECTUS/PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED IN THE FUTURE WITH THE SEC BECAUSE THOSE DOCUMENTS CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain such documents free of charge at the SEC's website at www.sec.gov. In addition, such documents may also be obtained free of charge by contacting USA Networks, Inc., 152 West 57th Street, New York, New York, 10019, Attention: Investor Relations, or Expedia, Inc., 13810 SE Eastgate Way, Suite 400, Bellevue, WA 98005, Attention: Investor Relations. Prepared 10/2/01. Read important disclaimer(s).