<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
<TABLE>
<S> <C> <C>
Stephen M. Brett, Esq. Pamela S. Seymon, Esq. Karen Randall, Esq.
Senior Vice President Wachtell, Lipton, Rosen & Katz Universal Studios, Inc.
and General Counsel 51 West 52nd Street 100 Universal City Plaza
Tele-Communications, Inc. New York, NY 10019 Universal City, CA 91608
5619 DTC Parkway (212) 403-1000 (818) 777-1000
Englewood, CO 80111
(303) 267-5500
</TABLE>
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 27, 1998
(Date of Event which Requires Filing of this Statement)
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(b)(3) or (4), check the following box. [_]
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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).
___________________________
* Note: This statement constitutes Amendment No. 2 of the Report on Schedule
13D of the reporting group consisting of Tele-Communications, Inc., Barry
Diller, The Seagram Company Ltd., Universal Studios, Inc. and the BDTV Entities.
This statement also constitutes Amendment No. 14 of a Report on Schedule 13D of
Tele-Communications, Inc., Amendment No. 12 of a Report on Schedule 13D of Barry
Diller, Amendment No. 2 of a Report on Schedule 13D of The Seagram Company Ltd.
and Universal Studios, Inc., Amendment No. 8 of a Report on Schedule 13D of BDTV
INC., Amendment No. 6 of a Report on Schedule 13D of BDTV II INC., Amendment No.
3 of a Report on Schedule 13D of BDTV III INC. and Amendment No. 2 of a Report
on Schedule 13D of BDTV IV INC.
<PAGE>
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Tele-Communications, Inc.
84-1260157
(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 53,550,058 shares
(9) Sole Dispositive Power None; see Items 3 and 5
(10) Shared Dispositive Power 53,550,058 shares
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 53,550,058 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
TCI, Seagram (other than Mr. Diller) and Universal. Excludes options to purchase
an aggregate of 17,057,925 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 TCI, (ii)
135,395,543 shares of Common Stock or Class B Common Stock issuable to Universal
upon exchange of shares of USANi LLC ("LLC Shares"), and (iii) 22,887,354 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) 32.5%
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 9,453,769 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 may be deemed to beneficially own equity securities
of the Company representing approximately 75.1% of the voting power of the
Company.
(14) Type of Reporting Person (See Instructions)
CO
Page 2 of 13 Pages
<PAGE>
(1) Names of Reporting 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
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 53,550,058 shares
(9) Sole Dispositive Power None; see Items 3 and 5
(10) Shared Dispositive Power 53,550,058 shares
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 53,550,058 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
TCI, Seagram (other than Mr. Diller) and Universal. Excludes options to purchase
an aggregate of 17,057,925 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 TCI, (ii)
135,395,543 shares of Common Stock or Class B Common Stock issuable to
Universal upon exchange of LLC Shares, and (iii) 22,887,354 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 including the limitations of the Communications Act. See
Item 6.
(13) Percent of Class Represented by Amount in Row (11) 32.5%
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 9,453,769 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 may be deemed to beneficially own equity securities
of the Company representing approximately 75.1% of the voting power of the
Company.
(14) Type of Reporting Person (See Instructions)
CO
Page 3 of 13 Pages
<PAGE>
(1) Names of Reporting 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
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 53,550,058 shares
(9) Sole Dispositive Power None; see Items 3 and 5
(10) Shared Dispositive Power 53,550,058 shares
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 53,550,058 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
TCI, Seagram (other than Mr. Diller) and Universal. Excludes options to purchase
an aggregate of 17,057,925 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 TCI, (ii)
135,395,543 shares of Common Stock or Class B Common Stock issuable to
Universal upon exchange of LLC Shares, and (iii) 22,887,354 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 including the limitations of the Communications Act. See
Item 6.
(13) Percent of Class Represented by Amount in Row (11) 32.5%
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 9,453,769 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 may be deemed to beneficially own equity securities
of the Company representing approximately 75.1% of the voting power of the
Company.
(14) Type of Reporting Person (See Instructions)
CO
Page 4 of 13 Pages
<PAGE>
(1) Names of Reporting Persons S.S. or 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
(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 53,550,058 shares
(9) Sole Dispositive Power None; see Items 3 and 5
(10) Shared Dispositive Power 53,550,058 shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 53,550,058
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
TCI, Seagram (other than Mr. Diller) and Universal. Excludes options to purchase
an aggregate of 17,057,925 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 TCI, (ii)
135,395,543 shares of Common Stock or Class B Common Stock issuable to Universal
upon exchange of LLC Shares, and (iii) 22,887,354 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 including the limitations of the Communications Act. See
Item 6.
(13) Percent of Class Represented by Amount in Row (11) 32.5%
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 9,453,769 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 may be deemed to beneficially own equity securities
of the Company representing approximately 75.1% of the voting power of the
Company.
(14) Type of Reporting Person (See Instructions)
IN
Page 5 of 13 Pages
<PAGE>
(1) Names of Reporting Persons S.S. or 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
(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 53,550,058 shares
(9) Sole Dispositive Power None; see Items 3 and 5
(10) Shared Dispositive Power 53,550,058 shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 53,550,058
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
TCI, Seagram (other than Mr. Diller) and Universal. Excludes options to purchase
an aggregate of 17,057,925 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 TCI, (ii)
135,395,543 shares of Common Stock or Class B Common Stock issuable to Universal
upon exchange of LLC Shares, and (iii) 22,887,354 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, including the limitations of the Communications Act. See
Item 6.
(13) Percent of Class Represented by Amount in Row (11) 32.5%
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 9,453,769 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 may be deemed to beneficially own equity securities
of the Company representing approximately 75.1% of the voting power of the
Company.
(14) Type of Reporting Person (See Instructions)
CO
Page 6 of 13 Pages
<PAGE>
(1) Names of Reporting Persons S.S. or 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
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [x]
(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 53,550,058 shares
(9) Sole Dispositive Power None; see Items 3 and 5
(10) Shared Dispositive Power 53,550,058 shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 53,550,058
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
TCI, Seagram (other than Mr. Diller) and Universal. Excludes options to purchase
an aggregate of 17,057,925 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 TCI, (ii)
135,395,543 shares of Common Stock or Class B Common Stock issuable to Universal
upon exchange of LLC Shares, and (iii) 22,887,354 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 including the limitations of the Communications Act. See
Item 6.
(13) Percent of Class Represented by Amount in Row (11) 32.5%
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 9,453,769 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 may be deemed to beneficially own equity securities
of the Company representing approximately 75.1% of the voting power of the
Company.
(14) Type of Reporting Person (See Instructions)
CO
Page 7 of 13 Pages
<PAGE>
(1) Names of Reporting Persons S.S. or 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
(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 53,550,058 shares
(9) Sole Dispositive Power None; see Items 3 and 5
(10) Shared Dispositive Power 53,550,058 shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 53,550,058
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
TCI, Seagram (other than Mr. Diller) and Universal. Excludes options to purchase
an aggregate of 17,057,925 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 TCI, (ii)
135,395,543 shares of Common Stock or Class B Common Stock issuable to Universal
upon exchange of LLC Shares, and (iii) 22,887,354 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, including the limitations of the Communications Act. See
Item 6.
(13) Percent of Class Represented by Amount in Row (11) 32.5%
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 9,453,769 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 may be deemed to beneficially own equity securities
of the Company representing approximately 75.1% of the voting power of the
Company.
(14) Type of Reporting Person (See Instructions)
CO
Page 8 of 13 Pages
<PAGE>
(1) Names of Reporting Persons S.S. or 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
(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 53,550,058 shares
(9) Sole Dispositive Power None; see Items 3 and 5
(10) Shared Dispositive Power 53,550,058 shares
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 53,550,058
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
TCI, Seagram (other than Mr. Diller) and Universal. Excludes options to purchase
an aggregate of 17,057,925 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 TCI, (ii)
135,395,543 shares of Common Stock or Class B Common Stock issuable to Universal
upon exchange of LLC Shares, and (iii) 22,887,354 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, including the limitations of the Communications Act. See
Item 6.
(13) Percent of Class Represented by Amount in Row (11) 32.5%
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 9,453,769 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 may be deemed to beneficially own equity securities
of the Company representing approximately 75.1% of the voting power of the
Company.
(14) Type of Reporting Person (See Instructions)
CO
Page 9 of 13 Pages
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Statement Of
TELE-COMMUNICATIONS, INC.,
BARRY DILLER,
UNIVERSAL STUDIOS, INC.,
THE SEAGRAM COMPANY LTD.,
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 Tele-Communications, Inc., a Delaware corporation ("TCI"),
Mr. Barry Diller, Universal Studios, Inc., a Delaware corporation ("Universal"),
The Seagram Company Ltd., a Canadian corporation ("Seagram"), 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) TCI on August 15, 1994 (the "TCI
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"), (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. 2 to the Reporting Group Schedule 13D, Amendment No. 14 to the TCI Schedule
13D, Amendment No. 12 to the Barry Diller Schedule 13D, Amendment No. 2 to the
Universal Schedule 13D, Amendment No. 8 to the BDTV Schedule 13D, Amendment
No. 6 to the BDTV II Schedule 13D, Amendment No. 3 to the BDTV III Schedule 13D
and Amendment No. 2 to the BDTV IV Schedule 13D. The Reporting Group Schedule
13D, the TCI Schedule 13D, the Barry Diller Schedule 13D, the Universal Schedule
13D, the BDTV Schedule 13D, the BDTV II Schedule 13D, the BDTV III Schedule 13D,
the BDTV IV Schedule 13D and the Liberty Schedule 13D are collectively referred
to as the "Schedule 13D." Capitalized terms not defined herein have the meanings
given to such terms in the prior Reports on Schedule 13D referred to in this
paragraph.
Due to an error on the part of the filing agent for the Reporting Group, an
amendment to the Schedule 13D was filed with the Securities and Exchange
Commission on September 24, 1998 without the authorization of the Reporting
Group. This amendment to the Schedule 13D makes certain revisions to such
unauthorized amendment and replaces such unauthorized amendment for all
purposes.
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.
All figures for the number of Company shares or LLC Shares in this Report
on Schedule 13D reflect a two-for-one stock split effected by the Company on
March 12, 1998 (the "Stock Split").
Page 10 of 13 Pages
<PAGE>
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:
Descendants of the late Samuel Bronfman and trusts established for their
benefit (collectively, the "Bronfman Family") beneficially own directly or
indirectly approximately 34.5% of the outstanding common shares without nominal
or par value of Seagram (the "Seagram Common Shares"). Of that amount, Bronfman
Associates, a partnership of which Edgar M. Bronfman, his children and a trust
for the benefit of Edgar M. Bronfman and his descendants are the sole partners
and of which Edgar M. Bronfman is the managing partner, along with a second
trust for the benefit of Edgar M. Bronfman and his descendants, own directly
approximately 17.5% of the Seagram Common Shares, trusts for the benefit of
Charles R. Bronfman and his descendants own directly approximately 14.9% of the
Seagram Common Shares, trusts for the benefit of the family of the late Minda de
Gunzburg and members of her immediate family own directly or indirectly
approximately 0.7% of the Seagram Common Shares, Phyllis Lambert owns directly
or indirectly approximately 0.3% of the Seagram Common Shares, a charitable
foundation of which Charles R. Bronfman is among the directors owns
approximately 0.9% of the Seagram Common Shares, another charitable foundation
of which Charles R. Bronfman is among the directors owns approximately 0.2% of
the Seagram Common Shares, a charitable foundation of which Edgar M. Bronfman
and Charles R. Bronfman are among the trustees owns approximately 0.1% of the
Seagram Common Shares, a charitable foundation of which Phyllis Lambert is one
of the directors owns less than 0.01% of the Seagram Common Shares and Edgar M.
Bronfman, Charles R. Bronfman and their respective spouses and children own
directly approximately 0.02% of the Seagram Common Shares. In addition, such
persons hold options which are currently exercisable or become exercisable
within 60 days to purchase an additional 1.1% of the Seagram Common Shares,
calculated pursuant to Rule 13d-3 of the Rules and Regulations under the Act.
Percentages set forth in this Item 2 are based on the number of Seagram Common
Shares outstanding as of June 30, 1998.
ITEM 3. Source of Funds or other Consideration
The information contained in Item 3 of this Schedule 13D is hereby amended
and supplemented by adding the following information:
The information set forth in Item 5 of this Schedule 13D is hereby
incorporated by reference herein.
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:
As provided in the Investment Agreement, each of Universal and Liberty has
been granted (and in the case of Universal, in certain specified circumstances,
was required to exercise) a preemptive right with respect to issuances of the
Company's capital stock, subject to certain limitations, to maintain their
respective percentage ownership in the Company that they each had immediately
prior to such issuances. Each of Universal and Liberty has exercised their
respective preemptive rights with respect to all preemptive rights to acquire
Company capital stock at a price per share equal to $20 per share as follows:
(a) with respect to the issuance of Common Stock in connection with the
conversion of Home Shopping Network, Inc.'s convertible debentures on March 1,
1998, (i) on March 23, 1998, Universal acquired 6,135,564 LLC Shares for an
aggregate consideration of $122,711,280; (ii) on June 4, 1998, Universal
acquired 3,843,267 LLC Shares for an aggregate consideration of $76,865,340; and
(iii) on June 4, 1998, Liberty acquired 4,697,327 shares of Common Stock for an
aggregate consideration of $93,946,540; and (b) with respect to the issuance of
Common Stock to the former holders of Ticketmaster Group, Inc. ("Ticketmaster")
common stock in connection with the merger of a wholly owned subsidiary of the
Company with and into Ticketmaster on June 24, 1998, (i) on July 9, 1998,
Universal acquired 10,309,091 LLC Shares for an aggregate consideration of
$206,181,820; (ii) on July 27, 1998, Universal acquired 6,453,281 LLC Shares for
an aggregate consideration of $129,065,620; and (iii) on July 27, 1998, Liberty
acquired 7,887,344 LLC Shares in exchange for $157,746,880. In addition, on
June 30, 1998, in accordance with Section 1.5(f) of the Investment Agreement,
Liberty acquired 15,000,000 LLC Shares for an aggregate consideration of
$308,506,849. Of the aggregate amount due the Company from Universal in
connection with the foregoing purchases, $304.9 million of such amount was set
off against amounts owed by the Company to Universal pursuant to Section 1.5(e)
of the Investment Agreement and the remaining amount was drawn from the working
capital of Universal. The aggregate amount due the Company from Liberty in
connection with the foregoing purchases was drawn from the working capital of
Liberty.
Page 11 of 13 Pages
<PAGE>
The Company's Quarterly Report on Form 10-Q filed on for the quarterly
period ended June 30, 1998 (the "Company's 10-Q") reports that as of July 31,
1998 there were 123,937,329 shares of Common Stock outstanding and 31,181,726
shares of Class B Common Stock outstanding. The Reporting Group beneficially
owns 53,550,058 shares of Common Stock, representing approximately 32.5% 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 currently exercisable options to purchase
9,453,769 shares of Common Stock by Mr. Diller. In addition, (i) Universal
beneficially owns 135,395,543 LLC Shares exchangeable for 73,620,000 shares of
Class B Common Stock and 61,775,543 shares of Common Stock and (ii) TCI
beneficially owns 22,887,354 LLC Shares exchangeable for 22,887,354 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
defined below) as amended by the Investment Agreement (as described below), 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.
Page 12 of 13 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information in this statement is true,
complete and correct.
Dated: September 29, 1998
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
______________________________
Name: Stephen M. Brett
Title: Senior Vice President and
General Counsel
/s/ Barry Diller
_________________________________
Barry Diller
UNIVERSAL STUDIOS, INC.
By: /s/ Karen Randall
______________________________
Name: Karen Randall
Title: Senior Vice President and
General Counsel
THE SEAGRAM COMPANY LTD.
By: /s/ Daniel R. Paladino
______________________________
Name: Daniel R. Paladino
Title: Executive Vice President
BDTV INC., BDTV II INC., BDTV III INC
By: /s/ Barry Diller
______________________________
Name: Barry Diller
Title: President
<PAGE>
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./*/
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./*/
<PAGE>
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./*/
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./*/
/*/ Previously filed.
<PAGE>
SCHEDULE 1
1. Set forth below is the name, business address, principal occupation or
employment and citizenship of each director and executive officer of Universal.
The name of each person who is a director of Universal is marked with an
asterisk. Unless otherwise indicated, the business address of each person
listed below is 100 Universal City Plaza, Universal City, California 91608.
<TABLE>
<CAPTION>
Principal Occupation
Name and Business Address or Employment Citizenship
- ------------------------- --------------------------- ----------------
<S> <C> <C>
EDGAR BRONFMAN, JR./*/ Chief Executive Officer and United States
375 Park Avenue President of Seagram and
New York, New York 10152 Chairman of the Executive
Committee of Universal
SAMUEL BRONFMAN II/*/ President of Seagram Chateau & United States
2600 Campus Drive Estate Wines Company and
Suite 160 Chairman of The Seagram
San Mateo, CA 94403 Beverage Company (each a
division of Joseph E. Seagram &
Sons, Inc., a subsidiary of
Seagram)
ARNOLD M. LUDWICK/*/ Vice President of Seagram Canada
c/o Claridge Inc.
1170 Peel Street
8th Floor
Montreal, Quebec
Canada H3B 4P2
ROBERT W. MATSCHULLAT/*/ Vice Chairman and Chief United States
375 Park Avenue Financial Officer of Seagram
New York, New York 10152
YASUO NAKAMURA/*/ General Manager, Matsushita Japan
Entertainment & Media Liaison
Office at Universal
FRANK J. BIONDI, JR./*/ Chairman and Chief Executive United States
Officer of Universal
RON MEYER/*/ President and Chief Operating United States
Officer of Universal
BRUCE L. HACK/*/ Executive Vice President and United States
Chief Financial Officer of
Universal
DOUGLAS P. MORRIS Executive Vice President United States
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation
Name and Business Address or Employment Citizenship
- ------------------------- ------------------------ ---------------
<S> <C> <C>
CATHY A. NICHOLS Executive Vice President United States
CASEY SILVER Executive Vice President United States
KAREN RANDALL Senior Vice President and United States
General Counsel of Universal
KENNETH L. KAHRS Senior Vice President, Human United States
Resources of Universal
DEBORAH S. ROSEN Senior Vice President, United States
Corporate
Communications and Public
Affairs of Universal
BRIAN C. MULLIGAN Senior Vice President of United States
Universal
HELLENE S. RUNTAGH Senior Vice President of United States
Universal
JAY E. SHECTER Vice President, Strategic Canada
Sourcing of Universal
PAUL BUSCEMI Vice President, Tax of Joseph United States
800 Third Avenue E. Seagram & Sons, Inc. and
New York, New York 10022 Vice
President of Universal
MAREN CHRISTENSEN Vice President of Universal United States
H. STEPHEN GORDON Vice President of Universal United States
MARC PALOTAY Vice President of Universal United States
WILLIAM A. SUTMAN Vice President and Controller United States
of Universal
SHARON S. GARCIA Secretary of Universal United States
PAMELA F. CHERNEY Treasurer of Universal United States
LEW R. WASSERMAN/*/ Chairman Emeritus of Universal United States
</TABLE>
2. Set forth below are the name, business address, principal occupation
or employment and citizenship of each director and executive officer of Seagram.
The name of each person who is a director of Seagram is marked with an asterisk.
Unless otherwise indicated, the business address of each person listed below is
the address of Joseph E. Seagram & Sons, Inc., 375 Park Avenue, New York, New
York 10152.
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation
Name and Business Address or Employment Citizenship
- ------------------------- ------------------------ --------------
<S> <C> <C>
EDGAR M. BRONFMAN/*/ Chairman of the Board of United States
Seagram
THE HON. CHARLES R. Co-Chairman of the Board and Canada
BRONFMAN, P.C., C.C./*/ Chairman of the Executive
Committee of Seagram
EDGAR BRONFMAN, JR./*/ President and Chief Executive United States
Officer of Seagram
SAMUEL BRONFMAN II/*/ President of Seagram Chateau & United States
2600 Campus Drive Estate Wines Company and
Suite 160 Chairman of The Seagram
San Mateo, CA 94403 Beverage Company (each a
division of Joseph E. Seagram &
Sons, Inc., a subsidiary of
Seagram)
MATTHEW W. BARRETT, O.C./*/ Chairman and Chief Executive Canada
First Bank Tower Officer of Bank of Montreal (a
68th Floor financial institution)
First Canadian Place
100 King Street West
Toronto, Ontario M5X 1A1
LAURENT BEAUDOIN, C.C./*/ Chairman and Chief Executive Canada
800 Rene-Levesque Blvd. West Officer of Bombardier Inc. (a
30th Floor transportation, aerospace and
Montreal, Quebec motorized products company)
Canada H3B 1Y8
FRANK J. BIONDI, JR./*/ Chairman and Chief Executive United States
100 Universal City Plaza Officer of Universal Studios, Inc.
Universal City, CA 91608
RICHARD H. BROWN Chief Executive of Cable and United States
124 Theobolds Road Wireless plc (a provider of
London, England WC1X 8RX international telecommunications
services)
THE HON. WILLIAM O. DAVIS, Counsel to Tory Canada
P.C., C.C., Q.C. Tory DesLauriers &
Suite 3000, Aetna Tower Binnington (attorneys)
79 Wellington Street West
Toronto, Ontario
Canada M5K 1N2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation
Name and Business Address or Employment Citizenship
- ------------------------- ------------------------------- --------------
<S> <C> <C>
ANDRE DESMARAIS /*/ President and Co-Chief Executive Canada
751 Victoria Square Officer of Power Corporation of
Montreal, Quebec Canada (a holding and
Canada H2Y 2J3 management company) and
Deputy Chairman of Power
Financial Corporation
BARRY DILLER/*/ Chairman and Chief Executive United States
157 West 57th Street Officer of USA Networks, Inc.
42nd Floor
New York, New York 10019
MICHELE J. HOOPER/*/ President and Chief Executive United States
600 Penn Center Blvd. Officer of Stadtlander Drug Co.,
Pittsburgh, Pennsylvania Inc. (a health services company)
15235-5810
DAVID L. JOHNSTON, C.C./*/ Professor of Law at McGill Canada
3690 Peel Street University (an educational
Room 200 institution)
Montreal, Quebec
Canada H3A 1W9
THE HON. E. LEO KOLBER, Member of The Senate of Canada Canada
SENATOR/*/
c/o Claridge Inc.
1170 Peel Street
8th Floor
Montreal, Quebec
Canada H3B 4P2
MARIE-JOSEE KRAVIS, O.C./*/ Senior Fellow of Hudson Canada
Institute
Inc. (A non-profit economics
research institute)
ROBERT W. MATSCHULLAT/*/ Vice Chairman and Chief United States
Financial Officer of Seagram
C. EDWARD MEDLAND/*/ President of Beauwood Canada
121 King Street West Investments Inc. (a private
Suite 2525 investment company)
Toronto, Ontario
Canada, M5H 3T9
SAMUEL MINZBERG/*/ President and Chief Executive Canada
1170 Peel Street Officer of Claridge Inc. (a
8th Floor management company)
Montreal, Quebec
Canada H3B 4P2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation
Name and Business Address or Employment Citizenship
- ------------------------------ --------------------------------- -------------
<S> <C> <C>
JOHN S. WEINBERG * Managing Director of Goldman, United States
85 Broad Street Sachs & Co. (investment bankers)
New York, NY 10004
JOHN D. BORGIA Executive Vice President, Human United States
Resources of Seagram
STEVEN J. KALAGHER Executive Vice President of United States
Seagram and President and Chief
Executive Officer, The Seagram
Spirits And Wine Group (a division
of Joseph E. Seagram & Sons, Inc.)
DANIEL R. PALADINO Executive Vice President, Legal United States
and Environmental Affairs of Seagram
NEAL B. CRAVENS Senior Vice President, Finance of United States
Seagram
GABOR JELLINEK Vice President, Production of Canada
1430 Peel Street Seagram and Executive Vice
Montreal, Quebec President, Manufacturing, The
Canada H3A 1S9 Seagram Spirits And Wine Group (a
division of Joseph E. Seagram &
Sons, Inc.)
ARNOLD M. LUDWICK Vice President of Seagram Canada
c/o Claridge Inc.
1170 Peel St.
8th Floor
Montreal, Quebec
Canada H3B 4P2
JOHN R. PRESTON Vice President and Treasurer of United States
Seagram
MICHAEL C.L. HALLOWS Secretary of Seagram Canada
</TABLE>
3. The trustees of the trusts for the benefit of Edgar M. Bronfman and
his descendants are Edgar M. Bronfman, Edgar Bronfman, Jr., Matthew Bronfman,
Harold R. Handler, Mayo O. Shattuck III and John L. Weinberg. The trustees of
the trusts for the benefit of Charles R. Bronfman and his descendants are
Stephen R. Bronfman, Ellen J. Bronfman Hauptman, Trevor Carmichael, Neville
LeRoy Smith, Bruce I. Judelson, Gary J. Gartner, Steven H. Levin, Arnold M.
Ludwick, Jeffrey D. Scheine and Robert S. Vineberg. The trustees of the trusts
for the benefit of the family of the late Minda de Gunzburg are Stanley N.
Bergman, Dr. Guido Goldman and Leonard M. Nelson. The directors of the first two
charitable foundations referenced in Item 2 include Charles R. Bronfman, Stephen
R. Bronfman and Arnold M. Ludwick, the trustees of the third charitable
foundation include Edgar M. Bronfman, Charles R. Bronfman, Samuel Bronfman II,
Edgar Bronfman, Jr., Robert W. Matschullat and Daniel R. Paladino and the
directors of the fourth charitable foundation include Phyllis Lambert, Matthew
Bronfman and Stephen R. Bronfman. Set forth below or under Part 2 above are the
address, principal occupation or employment and citizenship of each person named
in this Part 3.
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation
Name and Business Address or Employment Citizenship
- ----------------------------- ------------------------------------ -----------------
<S> <C> <C>
PHYLLIS LAMBERT Architect Canada
1020 Boile Street
Montreal, Quebec
Canada H3M 2S6
MATTHEW BRONFMAN Chief Executive Officer of United States
30 West 26th Street Perfumes Isabell, L.L.C. (a perfume
2nd Floor company)
New York, NY 10010
STEPHEN R. BRONFMAN Private Investor Canada
c/o Claridge Inc.
1170 Peel Street
8th Floor
Montreal, Quebec
Canada H3B 4P2
ELLEN J. BRONFMAN HAUPTMAN Private Investor Canada
c/o Withers Solicitors
12 Gough Square
London, England EC4A 3DE
HAROLD R. HANDLER Attorney whose professional United States
425 Lexington Avenue corporation is of counsel to
New York, NY 10017 Simpson Thacher & Bartlett
(attorneys)
MAYO O. SHATTUCK III Co-Chairman and Co-Chief United States
BT Alex. Brown Incorporated Executive Officer of BT Alex.
1 South Street Brown Incorporated (investment
Baltimore, MD 21202 bankers)
JOHN L. WEINBERG Senior Chairman of Goldman, United States
85 Broad Street Sachs & Co.
New York, NY 10004 (investment bankers)
ROBERT S. VINEBERG Partner of Goodman Phillips & Canada
1501 McGill College Vineberg (barristers and solicitors)
Avenue
26th Floor
Montreal, Quebec
Canada H3A 3N9
GARY J. GARTNER Resident Counsel of Goodman Canada
430 Park Avenue Phillips & Vineberg (attorneys)
10th Floor
New York, NY 10022
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation
Name and Business Address or Employment Citizenship
- ----------------------------- ------------------------------------ -----------------
<S> <C> <C>
STEVEN H. LEVIN Resident Counsel of Goodman United States
430 Park Avenue Phillips & Vineberg (attorneys)
10th Floor
New York, NY 10022
JEFFREY D. SCHEINE Resident Counsel of Goodman United States
430 Park Avenue Phillips & Vineberg (attorneys)
10th Floor
New York, NY 10022
TREVOR CARMICHAEL, Q.C. Barrister, Chancery Chambers Barbados
Chancery Chambers, Chancery (attorneys)
House
High Street
Bridgetown, Barbados
NEVILLE LEROY SMITH Managing Director of Royal Bank Barbados
Sunset Drive of Canada Financial Corporation
Pine Gardens (a financial institution)
St. Michael, Barbados
BRUCE I. JUDELSON Partner of Bergman, Horowitz & United States
157 Church Street Reynolds, P.C. (attorneys)
New Haven, CT 06510
STANLEY N. BERGMAN Partner of Bergman, Horowitz & United States
157 Church Street Reynolds, P.C. (attorneys)
New Haven, CT 06510
DR. GUIDO GOLDMAN Director of German Studies at the United States
First Spring Corporation Center for European Studies at
499 Park Avenue Harvard University and Chairman
New York, NY 10022 of First Spring Corporation (an
investment company)
LEONARD M. NELSON Shareholder of Bernstein, Shur, United States
100 Middle Street Sawyer & Nelson, P.C. (attorneys)
Portland, ME 04104
</TABLE>
