0000912057-01-537211.txt : 20011101
0000912057-01-537211.hdr.sgml : 20011101
ACCESSION NUMBER: 0000912057-01-537211
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20011031
ITEM INFORMATION: Financial statements and exhibits
ITEM INFORMATION:
FILED AS OF DATE: 20011031
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: USA NETWORKS 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: 1934 Act
SEC FILE NUMBER: 000-20570
FILM NUMBER: 1772118
BUSINESS ADDRESS:
STREET 1: 152 WEST 57TH ST
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 2123147300
MAIL ADDRESS:
STREET 1: 152 WEST 57TH ST
CITY: NEW YORK
STATE: NY
ZIP: 10019
FORMER COMPANY:
FORMER CONFORMED NAME: HSN INC
DATE OF NAME CHANGE: 19970111
FORMER COMPANY:
FORMER CONFORMED NAME: SILVER KING COMMUNICATIONS INC
DATE OF NAME CHANGE: 19940420
8-K
1
a2062279z8-k.txt
FORM 8-K
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 31, 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 31 2001, for use
at the Prudential Technology & Telecommunications Conference.
ITEM 9. REGULATION FD DISCLOSURE
On October 31, 2001, the Registrant presented at the Prudential
Technology& Telecommunications 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 31, 2001
EXHIBIT INDEX
Exhibit No. Description
99.1 Investor Presentation Materials.
EX-99.1
3
a2062279zex-99_1.txt
EXH99-1
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.
Slide 3: Unique. Valuable. Converging.
Entertainment Group: (logos) USA Networks, SCI FI, Trio, NWI, Crime, USA Films,
Studios USA
Interactive Group:
Electronic Retailing: (logos) Home Shopping Network, America's Store, Home
Shopping Espanol, Home Shopping Europe, Shop Channel, TVSN, HSN.com
Information & Services: (logos) Ticketmaster, Citysearch.com, Match.com, Hotel
Reservations Network, Styleclick, USA ECS, Precision Response Corporation,
Expedia.com (transaction pending)
Pro forma for pending transactions. Includes some companies majority or
partially owned by USA.
Prepared 10/31/01. Read important disclaimer(s).
Slide 4: Revenue Mix
2/3rd Transactions
(pie chart. largest to smallest slices):
Electronic retailing, Advertising, Services, Ticketing, Production & films,
Subscriptions, Hotel reservations, Personals
Revenue mix for Q3 2001.
Prepared 10/31/01. Read important disclaimer(s).
Slide 5: 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 10/31/01. Read important disclaimer(s).
Slide 6: Outpacing Tier 1 Media
Revenue Growth in Most Recently Reported Quarter
USA Networks (Q3) = 15%
AOL Time Warner (Q3) = 6%
Viacom (Q3) = -1%
Disney (Q2)= -1%
Fox (Q2) = -10%
Other company revenue growth per respective most recent earnings release (pro
forma).
Prepared 10/31/01. Read important disclaimer(s).
Slide 7: Outpacing Tier 1 Retail
Revenue Growth in Most Recently Reported Quarter
USA Commerce Companies = 13%
Wal-Mart = 6%
JC Penney = 2%
Target = 2%
Kmart = 1%
Federated = -5%
Saks = -7%
Other company revenue growth per respective most recent earnings release (pro
forma).
Prepared 10/31/01. Read important disclaimer(s).
Slide 8: Real Interactive Businesses
Retail Value of Transactions
Total: 1997 = $3.3 Billion, 2002E = >$10 Billion
Interactive: 1997 = $1.1 Billion, 2002E = >$8 Billion
Prepared 10/31/01. Read important disclaimer(s).
Slide 9: 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 report (5/01) and Match.com estimates.
Prepared 10/31/01. Read important disclaimer(s).
Slide 10: Travel
Largest Category in Online Commerce
(pie chart): Travel = 31%
Migration to Online: 2000 = 6% to 2003 = 16%
2000 market data per Shop.org report and migration shares estimated per Goldman
Sachs.
Prepared 10/31/01. 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 = 83 million
Credit card transactions = 68 million
Items shipped = 40 million
Customer service centers =40
Fulfillment center square feet = 2.5 million
Customer database = 65 million
Unaudited estimates and pro forma for pending transactions.
Includes data for companies majority owned by USA. Operating estimates for the
next twelve months.
Prepared 10/31/01. Read important disclaimer(s).
Slide 12: Multichannel Database
65 Million
- Travel
- Short Shopping
- Electronic Retailing
- Online Commerce
- Personals
- Reservations
- Ticketing
- Local Information & Services
Prepared 10/31/01. Read important disclaimer(s).
Slide 13: Neil Diamond
(graphic) Ticketmaster web page showing "A Special Offer to See Neil Diamond
Pre-Sale"
Prepared 10/31/01. Read important disclaimer(s).
Slide 14: Hot Spots
Earning Fees for Customizing Local Events
(graphic) crowded restaurant
(logo) Hot Spots
Prepared 10/31/01. Read important disclaimer(s).
Slide 15: Looney Tunes Monte Carlo 400
$1.1 Million in Sales / $50,000 Per Minute on TV
(logo) USA ECS
(graphics) race car, Nascar.com web page selling Monte Carlo 400 merchandise
Prepared 10/31/01. Read important disclaimer(s).
Slide 16: Goal: #1 in Interactive Commerce
USA's Share of Transactions Through the Screen
(bar chart):
Today = 9%
Goal = 20%
Unaudited estimates and pro forma 2000 for pending transactions.
Based on compiled estimates per McCann Erickson, Zenith Media, Paul Kagan, MSDW,
Prudential, Furman Selz, PaineWebber, SSB, Jupiter, Forrester and Shop.org
Prepared 10/31/01. Read important disclaimer(s).
Slide 17
(logo): USA Networks, Inc.
Focused on the new convergence of entertainment, information, and direct
selling.
Slide 18
(logo): USA Networks, Inc.
A Nasdaq 100 and Fortune 500 Company.
Slide 19: 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 10/31/01. Read important disclaimer(s).