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):
May 19, 1998
USA NETWORKS, 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) 314-7300
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ITEM 5. OTHER EVENTS
This Current Report on Form 8-K contains certain pro forma financial
information relating to the Universal Television Group, which was acquired by
USA Networks, Inc. (the "Registrant") on February 12, 1998. The unaudited pro
forma combined condensed statement of operations for the year ended December 31,
1997 updates the previously filed pro forma combined condensed statement of
operations filed with the Securities and Exchange Commission on the Registrant's
Current Report on Form 8-K, dated May 1, 1998, based upon new information
obtained by the Registrant from Universal Studios, Inc. related to the
operations of Universal Television Group. The pro forma statement presents the
portion of the Universal Television Group acquired by the Registrant.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibit.
99.1 Unaudited Pro Forma Combined Condensed Statement of
Operations for the year ended December 31, 1997
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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/Thomas J. Kuhn
Name: Thomas J. Kuhn
Title: Senior Vice President
and General Counsel
Date: May 19, 1998
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EXHIBIT INDEX
Exhibit
No. Description
99.1 Unaudited Pro Forma Combined Condensed Statement of
Operations for the year ended December 31, 1997
Exhibit 99.1
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
The following unaudited pro forma combined condensed statement of
operations (the "Condensed Statement") has been prepared to give effect to the
portion of Universal Studios, Inc.'s ("Universal") domestic television
production and distribution businesses ("UTV"), including USA Networks ("USAN"),
and the pro forma results of operations, acquired by USA Networks, Inc. ("USAi")
on February 12, 1998 (the "Universal Transaction").
The Condensed Statement reflects certain assumptions regarding the
Universal Transaction and is based on the historical consolidated financial
statements of Universal Television Group. The Condensed Statement, including the
notes thereto, is qualified in its entirety by reference to, and should be read
in conjunction with, the audited and unaudited historical combined financial
statements, including the notes thereto, of Universal Television Group and USAN,
which are incorporated by reference from USAi's Current Report on Form 8-K dated
May 1, 1998 and from USAi's Proxy Statement dated January 12, 1998.
The Condensed Statement gives effect to the Universal Transaction as if it
had occurred on January 1, 1997.
The historical combined financial statements of Universal Television Group
include UTV and other television programming which Universal has retained.
Excluded programming includes substantial television productions owned by
Universal as part of its television library (such as series no longer in
production, "made for television" movies, animated programs, action adventures
and certain talk shows and other programming). The Condensed Statement reflects
the exclusion of revenues and expenses for programming not acquired by USAi.
Prior to October 21, 1997, USAN was a 50% owned joint venture between Universal
and Viacom Inc. ("VIACOM"). On October 21, 1997, Universal acquired from Viacom
the remaining 50% interest in USAN and Sci-Fi Europe. The Universal Television
Group historical combined financial statements include the results of operations
of USAN as if the acquisition of the remaining interest in USAN took place on
January 1, 1997.
The Condensed Statement is presented for illustrative purposes only and is
not necessarily indicative of the results of operations which would have
actually been reported had the Universal Transaction occurred as of January 1,
1997, nor is the Condensed Statement necessarily indicative of future results of
operations.
<PAGE>
UNIVERSAL TRANSACTION
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1997
(in thousands)
<TABLE>
<CAPTION>
Universal
Television Pro Forma Universal
Group Adjustments Transaction
-------------- ------------- -------------
<S> <C> <C> <C>
NET REVENUES:
UTV $ 713,857 $ (355,355)(A)$ 368,939
10,437 (C)
USAN 759,509 (20,844)(B) 738,665
------------ ----------- -----------
Total net revenues 1,473,366 (365,762) 1,107,604
-------------- ------------- -------------
Operating costs and expenses:
Program costs 979,033 (258,445)(A) 700,874
(19,714)(B)
Other costs 267,683 (27,803)(B) 241,725
12,057 (E)
(10,212)(D)
Depreciation and amortization 54,881 -- 54,881
------------ ----------- -----------
Total operating costs and expenses 1,301,597 (304,117) 997,480
-------------- ------------- -------------
Operating profit 171,769 (61,645) 110,124
Interest income (expense), net 730 52 (A) 782
Other expense, net -- (13,337)(B) (13,337)
-------------- ------------- -------------
Income (loss) before income taxes 172,499 (74,930) 97,569
Income tax (expense) benefit (69,000) 29,972 (39,028)
Minority interest (49,662) 49,662 (F) --
============ =========== ===========
NET EARNINGS $ 53,837 $ 4,704 58,541
============== ============= =============
</TABLE>
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UNIVERSAL TRANSACTION
NOTES TO UNAUDITED PRO FORMA
COMBINED CONDENSED STATEMENT OF OPERATIONS
(A) This adjustment reflects the exclusion of Universal Television Group
revenues and expenses for programming not acquired. See adjustment (C).
(B) Adjustment to eliminate previously consolidated foreign operations and
reflect 50-50 joint venture between a newly-formed subsidiary of USAi (the
"LLC") and Universal with respect to the international development of USAN,
Sci-Fi Europe and the new action/suspense channel known as "13th Street."
(C) Adjustment to reflect the effect of LLC's exclusive domestic
distribution arrangement for television programs and theatrical films for which
Universal will retain ownership.
(D) Net adjustment to reflect the effect of Universal's exclusive
distribution arrangement for UTV television programs in the pay television and
home video markets and the related merchandising rights.
(E) Net adjustment to reflect the effect of Universal's exclusive
international distribution arrangement for television programs that are being
acquired and other productions of UTV, USAN and affiliates of USAi.
(F) Adjustment to reflect elimination of minority ownership in USAN prior
to October 21, 1997.
