8-K 1 a2072258z8-k.txt 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): March 1, 2002 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 5. OTHER EVENTS AND REGULATION FD DISCLOSURE The following financial information for the Company for the year ended December 31, 2001 and for certain of its subsidiaries, USANi LLC and Home Shopping Network, Inc., is set forth in the exhibits to this Form 8-K and such exhibits are incorporated by reference herein. The Management's Discussion and Analysis covering the applicable periods for USA Networks, Inc. is also attached as an exhibit hereto and is incorporated herein by reference. (1) Consolidated Financial Statements of USA Networks, Inc. o Report of Independent Auditors--Ernst & Young LLP o Consolidated Statement of Operations for the Years Ended December 31, 2001, 2000 and 1999 o Consolidated Balance Sheets as of December 31, 2001 and 2000 o Consolidated Statement of Stockholders' Equity for the Years Ended December 31, 2001, 2000 and 1999 o Consolidated Statements of Cash Flows for Years Ended December 31, 2001, 2000 and 1999 o Notes to Consolidated Financial Statements (2) Home Shopping Network, Inc. and Subsidiaries Financial Statements o Report of Independent Auditors--Ernst & Young LLP o Consolidated Statements of Operations for the Years Ended December 31, 2001, 2000 and 1999 o Consolidated Balance Sheets as of December 31, 2001 and 2000 o Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2001, 2000 and 1999 o Consolidated Statements of Cash Flows for the Years Ended December 31, 2001, 2000 and 1999 o Notes to Consolidated Financial Statements (3) USANi LLC and Subsidiaries Financial Statements o Report of Independent Auditors--Ernst & Young LLP o Consolidated Statements of Operations for the Years Ended December 31, 2001, 2000 and 1999 o Consolidated Balance Sheets as of December 31, 2001 and 2000 o Consolidated Statements of Members' Equity for the Years Ended December 31, 2001, 2000 and 1999 o Consolidated Statements of Cash Flows for the Years Ended December 31, 2001, 2000 and 1999 o Notes to Consolidated Financial Statements (4) USA Networks, Inc. Management's Discussion and Analysis ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. 99.1 Consolidated Financial Statements of USA Networks, Inc. and Subsidiaries 99.2 Management's Discussion and Analysis of Financial Condition and Results of Operations of USA Networks, Inc. and Subsidiaries 99.3 Consolidated Financial Statements of Home Shopping Network, Inc. and Subsidiaries 99.4 Consolidated Financial Statements of USANi LLC and Subsidiaries 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/ Dara Khosrowshahi --------------------------------- Name: Dara Khosrowshahi Title: Executive Vice President and Chief Financial Officer Date: March 1, 2002 EXHIBIT INDEX Exhibit No. Description ---------- ----------- 99.1 Consolidated Financial Statements of USA Networks, Inc. and Subsidiaries 99.2 Management's Discussion and Analysis of Financial Condition and Results of Operations of USA Networks, Inc. and Subsidiaries 99.3 Consolidated Financial Statements of Home Shopping Network, Inc. and Subsidiaries 99.4 Consolidated Financial Statements of USANi LLC and Subsidiaries