-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UMD+ZjtaDgUXiux4J/KWecmK2VmVkdYsJ3x9vh3ou9ZtKtRWQIZLXhB9wVOdf/0L XhRUdn/7C6I+aFz/1jXxwQ== 0000898822-98-000191.txt : 19980218 0000898822-98-000191.hdr.sgml : 19980218 ACCESSION NUMBER: 0000898822-98-000191 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980212 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980213 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HSN INC CENTRAL INDEX KEY: 0000891103 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 592712887 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20570 FILM NUMBER: 98538016 BUSINESS ADDRESS: STREET 1: 1 HSN DR CITY: ST PETERSBURG STATE: FL ZIP: 33729 BUSINESS PHONE: 8135728585 MAIL ADDRESS: STREET 1: 1 HSN DRIVE CITY: ST PETERSBURG STATE: FL ZIP: 33729 FORMER COMPANY: FORMER CONFORMED NAME: SILVER KING COMMUNICATIONS INC DATE OF NAME CHANGE: 19940420 8-K 1 FORM 8-K 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): February 12, 1998 USA NETWORKS, INC. (formerly HSN, INC.) (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 0-20570 59-2712887 (Commission File No.) (IRS employer identification no.) 152 West 57th Street, New York, NY 10019 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 247-5810 ITEM 5. OTHER EVENTS On February 12, 1998, USA Networks, Inc. (formerly HSN, Inc.) and Universal Studios, Inc., a subsidiary of The Seagram Company Ltd., issued the joint press release attached hereto as Exhibit 20.1. This press release is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. 20.1 Joint Press Release of USA Networks, Inc. and Universal Studios, Inc., dated February 12, 1998 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/ James G. Gallagher Name: James G. Gallagher Title: Vice President Date: February 13, 1998 EXHIBIT INDEX Exhibit No. Description 20.1 Joint Press Release of USA Networks, Inc. and Universal Studios, Inc., dated February 12, 1998 EX-99 2 PRESS RELEASE Exhibit 20.1 [HSN, INC. LETTERHEAD] FOR IMMEDIATE RELEASE HSN, INC. AND UNIVERSAL STUDIOS CONCLUDE TRANSACTION INVOLVING TELEVISION ASSETS; HSNI RENAMED USA NETWORKS, INC. New York, NY, February 12, 1998 -- HSN, inc. (NASDAQ: HSNI) and Universal Studios, Inc., a subsidiary of The Seagram Company Ltd. (NYSE: VO), announced today that they have consummated the previously announced transaction through which USA Networks and Universal's domestic television business have been contributed to HSNi in exchange for cash and an approximate 45 percent in- terest in HSNi through common stock and common stock equiva- lents. At HSNi's annual meeting held yesterday, all matters submitted to shareholders were approved by the required majority vote. Additionally, HSN, inc. has changed its corporate name to USA Networks, Inc. HSNi Broadcasting will be renamed USA Broad- casting, the Silver King station group will be renamed USA Station Group and Universal's television group will be renamed USA Networks Studios. Beginning Tuesday, February 17, the newly named company will trade on NASDAQ under the ticker symbol "USAI." In connection with the closing, HSN, inc. announced that Edgar Bronfman, Jr., Seagram's President and Chief Executive Officer, Robert W. Matschullat, Seagram's Vice Chairman and Chief Finan- cial Officer, Frank J. Biondi, Jr., Universal Studios' Chairman and Chief Executive Officer and Samuel Minzberg, Claridge Inc.'s President and Chief Executive Officer will join the USA Networks, Inc. Board of Directors. In addition, Barry Diller has been appointed to Seagram's Board of Directors. USA Networks, Inc. is a diversified media and electronic com- merce company with assets that include the following: the USA Network; the Sci-Fi Channel; USA Networks Studios, which con- sists of First Run Production & Distribution, TV Movies & Mini- Series and Network Production & Development; USA Broadcasting, which includes the USA Station Group and SF Broadcasting; Home Shopping Network and the Internet Shopping Network. The com- pany also owns a controlling interest in Ticketmaster Group, Inc. Universal Studios, Inc. is a diversified entertainment company and a worldwide leader in motion pictures, television, music, home and location-based entertainment. Universal Studios is a unit of The Seagram Company Ltd., a global beverage and enter- tainment company. USA NETWORKS, INC. MEDIA: SEAGRAM MEDIA: Jennifer Goebel Ray Boyce 212-247-5823 212-572-7172 INVESTOR RELATIONS: Amy Goldberger Roger Clark 212-572-1118 212-247-0226 INVESTOR RELATIONS: Joseph Fitzgerald 212-572-7282 Maureen Hannan 212-572-1397 -----END PRIVACY-ENHANCED MESSAGE-----